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As filed with the Securities and Exchange Commission on September 4, 1998
Registration No. 333-____
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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)
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<S> <C> <C>
DELAWARE 7372 77-0261239
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or organization) Classification Code Number) Identification No.)
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177 BOVET ROAD, 2ND FLOOR
SAN MATEO, CALIFORNIA 94402
(Address of principal executive offices) (Zip Code)
------------------------
QUALIX GROUP, INC.
1997 STOCK OPTION PLAN
(Full title of the Plan)
-----------------------
RICHARD G. THAU
PRESIDENT AND CHIEF EXECUTIVE OFFICER
QUALIX GROUP, INC.
177 BOVET ROAD, 2ND FLOOR
SAN MATEO, CALIFORNIA 94402
(Name and address of agent for service)
(650) 572-0200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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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
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1997 Stock Option Plan:
- -----------------------
Options to purchase
Common Stock 480,000 N/A N/A N/A
Common Stock (par value $.001) 480,000 shares $1.8125 $870,000 $256.65
============================================================================================================
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1997 Stock Option 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 average of the high
and low price per share of Common Stock of Qualix Group, Inc. on September
1, 1998.
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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 Annual Report on Form 10-K for the fiscal year
ended June 30, 1997;
(b) (1) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1997;
(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1997;
(3) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998; and
(c) The description of the Registrant's outstanding Common Stock
contained in 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"), including any amendment or report filed for the
purpose of updating such description.
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 Securities Act
of 1933, as amended (the "1993 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
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that are unlawful under 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
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Exhibit Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's
Registration Statement No. 0- 22059 on Form 8-A, together with all amendments
thereto, which are incorporated herein by reference pursuant to Item 3(c) 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-4 of this Registration Statement.
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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.
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
II-2
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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-3
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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 3rd day
of September, 1998.
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 and September 3, 1998
- ------------------- Chairman of the Board of Directors
Richard G. Thau (Principal Executive Officer)
/s/ BRUCE C. FELT Vice President, Finance September 3, 1998
- ------------------- and Chief Financial Officer
Bruce C. Felt (Principal Financial and
Accounting Officer)
II-4
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Signature Title Date
- --------- ----- ----
/s/ WILLIAM D. JOBE Director September 3, 1998
- -------------------
William D. Jobe
/s/ LOUIS C. COLE Director September 3, 1998
- -------------------
Louis C. Cole
/s/ KENNETH GOLDMAN Director September 3, 1998
- -------------------
Kenneth Goldman
/s/ PETER L. WOLKEN Director September 3, 1998
- -------------------
Peter L. Wolken
/s/ WILLIAM HART Director September 3, 1998
- -------------------
William Hart
II-5
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EXHIBIT INDEX
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Exhibit Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's
Registration Statement No. 0-22059 on Form 8-A, together with all amendments thereto, which
are incorporated herein by reference pursuant to Item 3(c) 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-4 of this Registration Statement.
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EXHIBIT 5
September 4, 1998
Qualix Group, Inc.
177 Bovet Road, 2nd Floor
San Mateo, CA 94402
Re: Qualix Group, Inc. Registration Statement for Offering of
480,000 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 480,000 shares of
Common Stock under the 1997 Stock Option 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 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
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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 July 24, 1997, appearing in
the Annual Report on Form 10-K of Qualix Group, Inc. for the year ended June 30,
1997.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
September 4, 1998
