As filed with the Securities and Exchange Commission on November 7, 1997
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
JETFAX, INC.
(Exact name of Registrant as specified in its charter)
Delaware 77-0182451
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(State of incorporation) (I.R.S. Employer Identification Number)
1376 Willow Road
Menlo Park, California 94025
(415) 324-0600
(Address, including zip code, of Registrants principal executive offices)
1989 STOCK OPTION PLAN
1995 STOCK PLAN
1997 DIRECTORS' STOCK OPTION PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
Chairman of the Board of Directors and Chief Executive Officer
1376 Willow Road
Menlo Park, California 94025
(415) 324-0600
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Clifford S. Robbins, Esq.
Susan J. Skaer, Esq.
General Counsel Associates LLP
1891 Landings Drive
Mountain View, CA 94043
(415) 428-3900
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.002 par value 34,161 shares(1) $0.20(2) $6,832.20(3) $2.07
Common Stock,
$.002 par value 1,215,343 shares(4) $2.44(2) $2,965,436.92(5) $898.62
Common Stock,
$.002 par value 120,000 shares(6) $8.00(2) $960,000.00(7) $290.91
Common Stock,
$.002 par value 2,770,388 shares(8) $8.0625(9) $22,336,253.25(9) $6,768.56
TOTAL 4,139,892 shares -- $26,268,522.37__ $7,960.16
</TABLE>
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken down
into four sub-totals. This sub-total represents 34,161 shares issuable upon
exercise of presently outstanding options (options that have been granted as of
the date of this Registration Statement) issued under the 1989 Stock Option
Plan.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
(the "Securities Act") solely for the purpose of calculating the total
registration fee. Computation based on the weighted average exercise price
(rounded to the nearest cent) at which the options whose exercise will result in
the issuance of the shares being registered may be exercised.
(3) Calculated in accordance with Rule 457(h) based on the aggregate exercise
price for all presently outstanding options described in note 1 above.
(4) This sub-total represents 1,215,343 shares issuable upon exercise of
presently outstanding options (options that have been granted as of the date of
this Registration Statement) issued under the 1995 Stock Plan.
(5) Calculated in accordance with Rule 457(h) under the Securities Act based
on the aggregate exercise price for all presently outstanding options described
in note 4 above.
(6) This sub-total represents 120,000 shares issuable upon exercise of
presently outstanding options (options that have been granted as of the date of
this Registration Statement) issued under the 1997 Directors' Stock Option Plan.
(7) Calculated in accordance with Rule 457(h) under the Securities Act based
on the aggregate exercise price for all presently outstanding options described
in note 6 above.
(8) This subtotal represents the sum of shares issuable upon exercise of
options that have not yet been granted under the 1995 Stock Plan, the 1997
Directors' Stock Option Plan and the 1997 Employee Stock Purchase Plan as of the
date of this Registration Statement. Of the total of 2,770,388 shares that will
be issuable upon exercise of options to be granted in the future, 2,120,388
shares will be issuable upon exercise of options to be granted in the future
under the 1995 Stock Plan, 150,000 shares will be issuable upon exercise of
options to be granted in the future under the 1997 Directors' Stock Option Plan
and 500,000 shares will be issuable upon exercise of options to be granted in
the future under the 1997 Employee Stock Purchase Plan.
(9) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the total registration fee. Computation
based upon the average of the high and low prices of the Common Stock as
reported on the Nasdaq National Market on November 5, 1997 because the price at
which the options to be granted in the future may be exercised is not currently
determinable.
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PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INFORMATION INCORPORATED BY REFERENCE
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The following documents and information heretofore filed with the Securities
and Exchange Commission are hereby incorporated by reference:
Item 3(a)
The Registrant's Registration Statement on Form S-1, Registration No. 333-
23763 filed on March 21, 1997, as amended by Amendment No. 1 filed on March
28, 1997, Amendment No. 2 filed on May 12, 1997, Amendment No. 3 filed on
June 5, 1997 and Amendment No. 4 filed on June 9, 1997, pursuant to the
Securities Act, which contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed.
Item 3(b)
Not Applicable.
Item 3(c)
Not Applicable.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be 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
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Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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As permitted by the Delaware General Corporation Law, the Registrant has
included in its Certificate of Incorporation a provision to eliminate the
personal liability of its directors for monetary damages for breach or alleged
breach of their fiduciary duties as directors, subject to certain exceptions.
In addition, the Bylaws of the Registrant provide that the Registrant is
required to indemnify its officers and directors under certain circumstances,
including those circumstances in which indemnification would otherwise be
discretionary, and the Registrant is required to advance expenses to its
officers and directors as incurred in connection with proceedings against them
for which they may be indemnified. The Registrant has entered into indemnifi
cation agreements with its officers and directors containing provisions that are
in some respects broader than the specific indemnification provisions contained
in the Delaware General Corporation Law. The indemnification agreements may
require the Registrant, among other things, to indemnify such
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officers and directors and directors against certain liabilities that may arise
by reason of their status or service as directors or officers (other than
liabilities arising from willful misconduct of a culpable nature), to advance
expenses incurred as a result of any proceeding against them as to which they
could be indemnified, and to obtain directors' and officers' insurance if
available on reasonable terms. At present, the Registrant is not aware of any
pending or threatened litigation or proceeding involving a director, officer,
employee or agent of the Registrant in which indemnification would be required
or permitted. The Registrant believes that its charter provisions and
indemnification agreements are necessary to attract and retain qualified persons
as directors and officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not Applicable.
Item 8. EXHIBITS
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Exhibit
Number Document
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<S> <C>
4.1** Restated Certificate of Incorporation of Registrant, as filed
on June 16, 1997.
4.2** Amended and Restated Bylaws, as amended to date.
4.3** 1989 Stock Option Plan, as amended and restated, and forms of Stock
Option Agreements thereunder.
4.4** 1995 Stock Plan, as amended and restated, and form of Stock Option
Agreement thereunder.
4.5** 1997 Directors' Stock Option Plan, and forms of Stock Option
Agreements thereunder.
4.6** 1997 Employee Stock Purchase Plan and forms of agreements
thereunder.
5.1 Opinion of Counsel as to Legality of Securities Being Registered.
23.1 Consent of Independent Accountants (see page 7).
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 6).
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**Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6 are incorporated by reference to
Exhibits Nos. 3.15, 3.17, 10.2, 10.3, 10.4 and 10.5, respectively, filed with
the Registrant's Registration Statement on Form S-1, Registration No. 333-23763
filed on March 21, 1997, as amended by Amendment No. 1 filed on March 28, 1997,
Amendment No. 2 filed on May 12, 1997, Amendment No. 3 filed on June 5, 1997 and
Amendment No. 4 filed on June 9, 1997.
Item 9. UNDERTAKINGS
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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 to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities
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offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(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 offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
JetFax, Inc., a corporation organized and existing under the laws of the State
of Delaware, 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 Menlo Park, State of California, on November 5,
1997.
JetFax, Inc.
By: /s/ Allen K. Jones
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Allen K. Jones, Vice President of Finance
and Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Clifford Robbins and Susan J. Skaer, jointly and
severally, as his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
Signature Title Date
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<S> <C> <C>
/s/ Edward R. Prince, III Chief Executive Officer, President November 5, 1997
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(Edward R. Prince, III) and Chairman of the Board of Directors
/s/ Allen K. Jones Vice President of Finance, November 5, 1997
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(Allen K. Jones) Chief Financial Officer and Secretary
/s/ Lon B. Radin Vice President of Engineering November 5, 1997
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(Lon B. Radin) and Director
/s/ Thomas B. Akin Director November 5, 1997
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(Thomas B. Akin)
/s/ Douglas Y. Bech Director November 5, 1997
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(Douglas Y. Bech)
/s/ Steven J. Carnevale Director November 5, 1997
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(Steven J. Carnevale)
/s/ Chung Chin Director November 5, 1997
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(Chung Chin)
/s/ Shelley A. Harrison Director November 5, 1997
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(Shelley A. Harrison)
/s/ Edward R. Prince, Jr. Director November 5, 1997
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(Edward R. Prince, Jr.)
</TABLE>
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
JetFax, Inc. on Form S-8 of our report dated February 7, 1997 (March 18, 1997 as
to Note 15), appearing in Registration Statement No. 333-23763 on Form S-1.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
November 5, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
================================================
EXHIBITS
================================================
Registration Statement on Form S-8
JETFAX, INC.
November 7, 1997
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Index to Exhibits
Exhibit
Number Document
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<S> <C>
5.1 Opinion of Counsel as to Legality of Securities Being Registered.
23.1 Consent of Independent Accountants (see page 7).
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 6).
</TABLE>
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Exhibit 5.1
OPINION OF COUNSEL
10
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November 5, 1997
JetFax, Inc.
1376 Willow Road
Menlo Park, California 94025
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about November 7, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 4,139,892 shares of your
Common Stock (the "Shares") reserved for issuance under the 1989 Stock Option
Plan, 1995 Stock Plan, 1997 Directors' Stock Option Plan and the 1997 Employee
Stock Purchase Plan (collectively, the "Plans"). As legal counsel for JetFax,
Inc., we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares under the Plans.
It is our opinion that, when issued and sold in the manner referred to in
the Plans and pursuant to the agreement which accompanies each grant under the
Plans, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments thereto.
Very truly yours,
GENERAL COUNSEL ASSOCIATES LLP
/s/General Counsel Associates LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
(See page 7)
12
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Exhibit 23.2
CONSENT OF COUNSEL
(See page 11)
13
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Exhibit 24.1
POWER OF ATTORNEY
(see page 6)
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