<PAGE>
As filed with the Securities and Exchange Commission on February 13, 1997
Registration No. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------------
QUALIX GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 7372 94-24551156
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
1900 SOUTH NORFOLK, #224
SAN MATEO, CALIFORNIA 94403
(Address of principal executive offices) (Zip Code)
------------------------
QUALIX GROUP, INC.
1997 STOCK OPTION PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
-----------------------
RICHARD G. THAU
PRESIDENT AND CHIEF EXECUTIVE OFFICER
QUALIX GROUP, INC.
1900 SOUTH NORFOLK, #224
SAN MATEO, CALIFORNIA 94403
(Name and address of agent for service)
(415) 572-0200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) per Share(2) Price(2) Fee
- ------------------------------------------ ----------------- ----------------- ---------------- ------------
<S> <C> <C> <C> <C>
1997 Stock Option Plan
- ----------------------
Options to purchase Common Stock 1,269,292 shares N/A N/A N/A
Common Stock (par value $.001) 1,269,292 shares $8.00 $10,154,336 $3,077.07
Employee Stock Purchase Plan
- ----------------------------
Common Stock (par value $.001) 350,000 shares $8.00 $ 2,800,000 $ 848.48
</TABLE>
- -------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 1997 Stock Option Plan and the
Employee Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
outstanding shares of Common Stock of Qualix Group, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the fair market value
per share of Common Stock of Qualix Group, Inc. on February 11, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
Qualix Group, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's prospectus filed with the SEC pursuant to Rule
424(a) of the Securities Act of 1933, as amended (the "1933 Act"),
in connection with the Registration Statement No. 333-17529 on Form
S-1 filed with the SEC on December 10, 1996, together with
amendments thereto, in which there is set forth audited financial
statements for the Registrant's fiscal years ended June 30, 1995
and 1996; and
(b) The Registrant's Registration Statement No. 0-22059 on Form 8-A
filed with the SEC on January 27, 1997 pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
together with amendments thereto, in which there is described the
terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification
to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its
directors and officers and permissible indemnification of employees and
other agents to the maximum extent permitted by the Delaware General
Corporation Law. The Registrant's Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for
monetary damages for breach of their fiduciary duty as directors to the
Registrant and its stockholders. This provision in the Certificate of
Incorporation does not eliminate the fiduciary duty of the directors,
and, in appropriate circumstances, equitable remedies such as injunctive
or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant
for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to
improper personal benefit to the director and for payment of dividends
or approval of stock repurchases or redemptions that are unlawful under
<PAGE>
Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws. The Registrant has entered
into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the Registrant's officers and
directors with further indemnification to the maximum extent permitted
by the Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement No. 0-22059 on Form 8-A,
together with amendments thereto, which are incorporated herein
by reference pursuant to Item 3(b) of this Registration
Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
Item 9. Undertakings
------------
A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement (i) to include any
prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect
in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration
Statement and (iii) to include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and
--------
(1)(ii) shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any
liability under the 1933 Act each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof and (3) to remove
from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of
the Registrant's 1997 Stock Option Plan and Employee Stock Purchase
Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act that is incorporated by reference into this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons
of the Registrant pursuant to the indemnification provisions summarized
in Item 6 or otherwise, the Registrant has been advised that, in the
opinion of the SEC, such indemnification is against public policy as
expressed in the 1933 Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Mateo, State of California on this 7th day
of February, 1997.
QUALIX GROUP, INC.
By: /s/ Richard G. Thau
------------------------------------
Richard G. Thau
President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Qualix Group, Inc., a
Delaware corporation, do hereby constitute and appoint Richard G. Thau and Bruce
C. Felt, and either of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both pre-
effective and post-effective, and supplements to this Registration Statement,
and to any and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereof, and
either of the undersigned hereby ratifies and confirms all that said attorneys
and agents, or either one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Richard G. Thau President, Chief Executive Officer February 7, 1997
- ------------------- and Chairman of the Board
Richard G. Thau of Directors
/s/ Jean A. Kovacs Executive Vice President, February 7, 1997
- ------------------ Secretary and Director
Jean A. Kovacs
/s/ Bruce C. Felt Vice President, Finance February 7, 1997
- ------------------ and Chief Financial
Bruce C. Felt Officer
II-3
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ William D. Jobe Director February 7, 1997
- --------------------
William D. Jobe
/s/ Samuel D. Kingsland Director February 7, 1997
- -----------------------
Samuel D. Kingsland
/s/ Charles L. Minter Director February 7, 1997
- ----------------------
Charles L. Minter
/s/ Peter L. Wolken Director February 7, 1997
- --------------------
Peter L. Wolken
/s/ William Hart Director February 7, 1997
- --------------------
William Hart
II-4
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement No. 0-22059 on Form 8-A,
together with amendments thereto, which are incorporated herein
by reference pursuant to Item 3(b) of this Registration
Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Deloitte & Touch LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
<PAGE>
EXHIBIT 5
February 13, 1997
Qualix Group, Inc.
1900 South Norfolk, #224
San Mateo, CA 94403
Re: Qualix Group, Inc. Registration Statement for Offering of
1,619,292 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of (i) 1,269,292
shares of Common Stock under the 1997 Stock Option Plan, and (ii) 350,000 shares
of Common Stock under the Employee Stock Purchase Plan. We advise you that, in
our opinion, when such shares have been issued and sold pursuant to the
applicable provisions of the 1997 Stock Option Plan and the Employee Stock
Purchase Plan and in accordance with the Registration Statement, such shares
will be validly issued, fully paid and nonassessable shares of the Company's
Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
----------------------------------------
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Qualix Group, Inc. on Form S-8 of our report dated August 13, 1996 (January 14,
1997 as to Note 10) contained in Registration Statement No. 333-17529, and
related amendments, of Qualix Group, Inc. on Form S-1.
/s/ Deloitte & Touche LLP
- ----------------------------
DELOITTE & TOUCHE LLP
San Jose, California
February 12, 1997
