SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
State of the Art, Inc.
(Exact name of registrant as specified in its charter)
California 95-3664592
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
56 Technology Dr., Irvine, California 92618-2301
(Address of principal executive offices) (ZIP code)
1997 Employee Stock Purchase Plan
(Full title of the plan)
Matthew E. Cavanaugh, Esq., General Counsel, STATE OF THE ART, INC.,
56 Technology Drive, Irvine, California 92618-2301
(Name and address of agent for service)
(714) 450-3831
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Proposed maximum
Title of securities to Amount to be Proposed maximum aggregate offering Amount of
be registered registered offering price price registration fee
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Common stock, 1,000,000 shares $15.75 (1) per share $15,750,000.00 $4,772.73
No par value
Options to purchase 1,000,000 options $0.001 per option $1,000.00 $0.30
common stock, to purchase
no par value one share each
</TABLE>
(1) The aggregate offering price for 1,000,000 shares of common stock
registered hereby, which are to be offered to the registrant's employees, is
estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h)(1), on the basis of the price of securities of the
same class as determined in accordance with Rule 457(c), using the daily high
and low price of the common stock of the registrant on NASDAQ as of November 6,
1997.
Page 1 of 6
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Part II. Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated into this registration statement
by this reference:
1. A copy of the registrant's annual report on Form 10-K, for the fiscal
year ended December 31, 1996, filed with the United States Securities and
Exchange Commission;
2. Copies of the registrant's Forms 10-Q for the quarterly periods ended
March 31, 1997, and June 30, 1997, filed with the United States Securities and
Exchange Commission; and
3. The description of the registrant's common stock, no par value, that the
registrant is offering (the "Securities") pursuant to registrant's 1997 Employee
Stock Purchase Plan, as that description is contained in registrant's
registration statement on Form 8-A, filed with the United States Securities and
Exchange Commission on April 12, 1991.
The following documents shall be deemed to be incorporated into this
registration statement by this reference, and be part of this registration
statement, from the date of filing of the following documents, until the
registrant files a post-effective amendment that: (1) indicates that all
Securities have been sold, or (2) deregisters all Securities that then remain
unsold:
All documents the registrant files in the future pursuant to sections
13(a), 13(c), 14, or 15(d) of the Securities and Exchange Act of 1934.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Item 14 of Part II of the registrant's Form S-1 registration statement,
registration number 33-39771, filed with the United States Securities and
Exchange Commission, is incorporated into this registration statement by this
reference.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Registrant's articles of incorporation, as amended. (Incorporated
herein by this reference to Exhibits 3.1(a) through 3.1(g) of the registrant's
registration statement on Form S-1, file no. 33-39771.)
4.2 Registrant's bylaws, as amended. (Incorporated herein by this
reference to Exhibit 3.3 of the registrant's registration statement on Form S-1,
file no. 33-39771.)
2
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4.3 Registrant's certificate of determination of preferences of
preferred stock (series B). (Incorporated herein by this reference to Exhibit
3.2 of the registrant's registration statement on Form S-1, file no. 33-39771.)
5. Opinion regarding legality. (Filed herewith.)
23. Consent of counsel. (Included in Exhibit 5.)
Item 9. Undertakings.
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 of 1933, 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;
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, 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 Irvine, State of California, on November 12, 1997.
State of the Art, Inc., a California corporation
By: DAVID W. HANNA
--------------
David W. Hanna
President,
Chief Executive Officer, and
Chairman of the Board of Directors
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 date indicated.
DAVID W. HANNA
--------------
David W. Hanna
President,
Chief Executive Officer, and
Chairman of the Board of Directors
November 12, 1997
JAMES R. ECKSTAEDT
------------------
James R. Eckstaedt
Chief Financial Officer, Vice President
of Finance, and Corporate Secretary
(Principal Financial Officer and Principal Accounting Officer)
November 12, 1997
GEORGE RIVIERE
--------------
George Riviere
Director
November 12, 1997
W. FRANK KING
-------------
W. Frank King
Director
November 12, 1997
SUSAN L. RASINSKI
-----------------
Susan L. Rasinski
Director
November 12, 1997
JAMES H. CLEMENT, JR.
---------------------
James H. Clement, Jr.
Director
November 12, 1997
4
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Exhibit Index:
<TABLE>
<CAPTION>
Page number
of this
Exhibit: statement:
<S> <C>
4.1 Articles of incorporation. *
4.2 Bylaws. **
4.3 Certificate of determination of preferences of preferred stock (series B). ***
5. Opinion regarding legality. 6
23. Consent of counsel and independent auditors. 6
</TABLE>
*Incorporated herein by this reference to Exhibits 3.1(a) through 3.1(g) of
the registrant's registration statement on Form S-1, file no. 33-39771.
**Incorporated herein by this reference to Exhibit 3.3 of the registrant's
registration statement on Form S-1, file no. 33-39771.
***Incorporated herein by this reference to Exhibit 3.2 of the registrant's
registration statement on Form S-1, file no. 33-39771.
5
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Exhibits 5 and 23:
29 October 1997
State of the Art, Inc.
56 Technology Drive
Irvine, California 92618-2301
Ladies and Gentlemen:
At your request, I have examined the form of registration statement on
Form S-8 (the "Registration Statement") to be filed by State of the Art, Inc., a
California corporation (the "Company"), with the United States Securities and
Exchange Commission, pursuant to the Securities Act of 1933, as amended (the
"Act"), for the purpose of registering the sale of 1,000,000 shares of the
Company's common stock, no par value (the "Securities"), upon the exercise of
options granted under the Company's 1997 Employee Stock Purchase Plan.
I am familiar with the proceedings taken and proposed to be taken in
connection with the issuance and sale of the Securities in the manner set forth
in the Registration Statement. Subject to the completion of those proceedings,
in my opinion the Securities will, when sold, be legally issued, fully paid, and
non-assessable. I consent to the Company's use of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
MATTHEW E. CAVANAUGH
---------------------
Matthew E. Cavanaugh, Esq.
General Counsel and Assistant Secretary
State of the Art, Inc., a California corporation
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
State of the Art, Inc.:
We consent to the use of our reports incorporated herein by reference.
KPMG PEAT MARWICK LLP
---------------------
KPMG Peat Marwick LLP
Orange County, California
November 12, 1997
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