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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ONEWORLD SYSTEMS, INC.
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(Exact name of issuer as specified in its charter)
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<S> <C>
Delaware 94-3095680
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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1144 East Arques Avenue
Sunnyvale, CA 94086
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(Address of principal executive offices)
1991 Stock Option Plan
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(Full title of the plan)
Neil Selvin
President and Chief Executive Officer
OneWorld Systems, Inc.
1144 East Arques Avenue
Sunnyvale, CA 94086
(408) 523-1100
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(Name, address and telephone number of agent for service)
Copy to:
Alan K. Austin, Esq.
Mark L. Reinstra, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of,
to be registered registered price per share(2) offering(2) registration fee
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<S> <C> <C> <C> <C>
Common Stock 160,000(1) $5.75 $920,000.00 $255.76(2)
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(1) A total of 720,000 shares have been reserved for issuance under the 1991
Stock Option Plan, 160,000 shares of which are being registered hereby.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
computing the amount of the registration fee based on the average high and
low prices of the Company's Common Stock as reported on the
Over-the-Counter Bulletin Board on July 6, 1999.
The Company hereby incorporates by reference in this Registration Statement
the contents of the Company's earlier Registration Statements on Form S-8 (File
Nos. 33-76772, 33-76886, 333-19899 and 333-40999).
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The following additional exhibits are hereby enclosed for filing:
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<CAPTION>
Exhibit
Number
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<S> <C>
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (included in Page 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 Sunnyvale, State of California, on this 9th day of
July, 1999.
OneWorld System, Inc.
By /s/ Neil Selvin
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Neil Selvin
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Neil Selvin his attorney-in-fact, 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, and hereby ratifies and confirms all that
said attorney-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, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Leonard A. Lehmann Chairman of the Board July 9, 1999
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Leonard A. Lehmann
/s/ Neil Selvin President, Chief Executive Officer, July 9, 1999
- ---------------------------------- and Director
Neil Selvin (Principal Executive Officer)
/s/ Marc E. Linden Chief Financial Officer, Senior Vice July 9, 1999
- ---------------------------------- President, Finance and Business
Marc E. Linden (Principal Financial and Accounting Officer)
/s/ Kevin R. Compton Director July 9, 1999
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Kevin R. Compton
/s/ Kenneth A. Goldman Director July 9, 1999
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Kenneth A. Goldman
/s/ Roger Roberts Director July 9, 1999
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Roger Roberts
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EXHIBIT 5.1
Opinion of Counsel as to Legality of Securities Being Registered
[Wilson Sonsini Goodrich & Rosati Letterhead]
July 8, 1999
OneWorld Systems, Inc.
1144 East Arques Avenue
Sunnyvale, CA 94086
RE: REGISTRATION STATEMENT ON FORM S-8
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 July 9, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an additional 160,000 shares of your
Common Stock reserved for issuance under the 1991 Stock Option Plan (the "1991
Plan"). As your legal counsel, 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 such Common Stock under the 1991 Plan.
It is our opinion that, when issued and sold in the manner referred to in
the 1991 Plan and pursuant to the agreements which accompany the 1991 Plan, the
Common Stock issued and sold thereby will be legally and validly issued, fully
paid and non-assessable.
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 appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto. This opinion may be incorporated by reference in any
abbreviated registration statement filed pursuant to Rule 462 under the
Securities Act with respect to the Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
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EXHIBIT 23.1
Consent of Independent Auditors
[KPMG Letterhead]
The Board of Directors
OneWorld Systems, Inc.:
We consent to incorporation by reference in the registration statement to be
filed on or about July 9, 1999 on Form S-8 of OneWorld Systems, Inc. of our
report dated May 4, 1999, except as to Note 11 which is as of June 23,1999,
relating to the consolidated balance sheets of OneWorld Systems, Inc. and
subsidiaries as of March 31, 1999 and 1998, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended March 31, 1999, and the related schedule,
which report appears in the March 31, 1999, annual report on Form 10-K of
OneWorld Systems, Inc.
/s/ KPMG LLP
Mountain View, California
July 9, 1999
