As filed with the Securities and Exchange Commission on December 20, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ARI Network Services, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1388360
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
330 East Kilbourn Avenue
Milwaukee, Wisconsin 53202-3166
(414) 278-7676
(Address and telephone number of principal executive offices)
1991 Stock Option Plan
1993 Director Stock Option Plan
1992 Employee Stock Purchase Plan
(Full title of the plans)
Mark L. Koczela Copies to:
330 East Kilbourn Avenue Larry D. Lieberman
Milwaukee, Wisconsin 53202-3166 Godfrey & Kahn, S.C.
(414) 278-7676 780 North Water Street
(Name, address, including zip code, Milwaukee, WI 53202
and telephone number, including (414) 273-3500
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of maximum
each class Proposed maximum aggregate Amount of
of securities Amount to be offering price offering registration
to be registered registered per unit (1) price (1) fee
Common Stock 837,500 Shares (2)(3) $6.8281 $5,718,534 $1,510
(1) Estimated solely for the purpose of calculation of
the registration fee in accordance with Rule 457(h)(1)
under the Securities Act of 1933 based on the average
of the high and low price of the Common Stock on
December 17, 1999.
(2) Includes 637,500 shares under the 1991 Stock
Option Plan, 150,000 shares under the 1993 Director
Stock Option Plan and 50,000 shares under the 1992
Employee Stock Purchase Plan.
(3) On June 1, 1992, the Registrant filed a
Registration Statement on Form S-8 (Reg. No. 33-48316)
covering 212,500 shares (post reverse stock split) of
Common Stock issuable under the Registrant's 1991 Stock
Option Plan. A registration fee of $1,162.11 was paid
at that time. The contents of that Registration
Statement are incorporated herein by reference, and the
shares of Common Stock covered by that Registration
Statement are being carried forward to this
Registration Statement.
<PAGE>
Part II Information Not Required in Prospectus
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
Registration Statement:
(a) the Registrant's Annual Report on Form 10-K for
the fiscal year ended July 31, 1999;
(b) the Registrant's Quarterly Report on Form 10-Q for
the quarter ended October 31, 1999 and
(c) the description of the Registrant's Common Stock
contained in the Company's Registration Statement on
Form 8-A filed on October 22, 1991.
All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which
indicates that all shares offered have been sold or
which deregisters all securities then remaining unsold,
shall be deemed incorporated by reference in this
Registration Statement and to be part hereof from the
date of filing of such documents.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the Common Stock
offered hereby has been passed upon by Mark L. Koczela,
Executive Vice President and General Counsel to the
Registrant.
Item 6. Indemnification of Directors and Officers
Pursuant to Section 180.0828 of the Wisconsin
Business Corporation Law ("WBCL"), the Company's
directors are not personally liable to the Company, its
shareholders or any person asserting rights on behalf
of the Company or its shareholders, for monetary
damages and liabilities arising from a breach of or
failure to perform any duty resulting solely from the
director's status as a director, unless the person
asserting liability proves that the breach of failure
to perform constitutes (i) a willful failure to deal
fairly with the Company or its shareholders in
connection with a matter in which the director has a
material conflict of interest, (ii) a violation of
criminal law, unless the director had reasonable cause
to believe that his or her conduct was lawful or no
reasonable cause to believe that his or her conduct was
unlawful, (iii) a transaction from which the director
derived an improper personal profit or (iv) willful
misconduct.
In addition, the Company's By-Laws contain certain
provisions whereby directors, officers, employees and
agents of the Company generally are to be indemnified
against certain liabilities to the fullest extent
authorized by the WBCL, with certain exceptions. In
particular, Article VII of the Company's By-Laws
provides (i) that an individual shall be indemnified
unless it is proven by a final judicial adjudication
that indemnification is prohibited, (ii) payment or
reimbursement of expenses, subject to certain
limitations, will be mandatory rather than permissive,
and (iii) indemnification rights will also extend to
employees and certain agents of the Company, as
determined by the Company's Board of Directors or a
committee thereof. Article VII provides that it may
not be amended to limit the indemnification provided
for therein except by a vote of not less than 75% of
the Company's outstanding capital stock, and that any
such amendment may only be prospective and not
retroactive. The Board of Directors of the Company,
however, is expressly authorized in Article VII to
expand the indemnification permitted under Article VII
without an amendment to the Company's By-Laws.
The Registrant's officers and directors are covered
by officer's and director's liability insurance.
<PAGE>
Item 8. Exhibits
5. Opinion of Mark L. Koczela regarding validity of issuance
of Common Stock.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Mark L. Koczela (included in Exhibit 5).
24. Powers of attorney are included on the signature page hereof.
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 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.
*(b) 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
section 15(d) of the Securities Exchange Act of 1934
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.
*(h) 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.
* Paragraph references correspond to those of Item 512 of Regulation S-K.
<PAGE>
SIGNATURES
In accordance with 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 in the City of Milwaukee,
State of Wisconsin on December 17, 1999.
ARI NETWORK SERVICES, INC.
By: /s/ Brian E. Dearing
---------------------------------
Brian E. Dearing, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Brian E. Dearing and Mark L. Koczela, and each of them,
his true and lawful attorney-in-fact and agent with
full power and substitution and resubstitution, for him
and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this
Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said
attorney-in-fact and agent full power and authority to
do and perform each act and thing requisite and
necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement on Form S-8 was
signed by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Brian E. Dearing President and Chief Executive Officer 12/17/99
- ---------------------- and Chairman of the Board of Directors
Brian E. Dearing (acting principal financial and
accounting officers)
/s/ Gordon J. Bridge Director 12/17/99
- ----------------------
Gordon J. Bridge
/s/ Francis Brzezinski Director 12/17/99
- ----------------------
Francis Brzezinski
/s/ George Dalton Director 12/17/99
- ----------------------
George Dalton
/s/ Richard W. Weening Director 12/17/99
- ----------------------
Richard W. Weening
December 17, 1999
ARI Network Services, Inc.
330 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
Ladies and Gentlemen:
I am General Counsel of ARI Network Services, Inc.
(the "Company") and, in that connection, assisted with
the preparation of a Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission
on or about December 17, 1999 (the "Registration
Statement") relating to the sale by the Company of an
additional 837,500 shares of common stock, $.001 par
value (the "Shares"), in the manner set forth in the
Company's 1991 Stock Option Plan, 1993 Director Stock
Option Plan, and 1992 Employee Stock Purchase Plan (the
"Plans").
I have examined: (a) each of the Plans, (b) the
Company's Restated Articles of Incorporation and By-
Laws, as amended, (c) certain resolutions of the
Company's Board of Directors, and (d) such other
proceedings, documents and records as I have deemed
necessary to enable me to render this opinion.
Based upon the foregoing, I am of the opinion that
the Shares, when sold as contemplated by the respective
Plans, will be duly authorized and validly issued,
fully paid and nonassessable, except as provided in
Section 180.0622(2)(b) of the Wisconsin Statutes, which
provides that shareholders of a corporation may be
assessed up to the par value of their shares to satisfy
the obligations of such corporation to its employees
for services rendered, but not exceeding six months'
service in the case of any individual employee.
Certain Wisconsin courts have interpreted "par value"
to mean the full amount paid by the purchaser of shares
upon issuance thereof.
This opinion is limited to the laws of the State of Wisconsin.
<PAGE>
I consent to the use of this opinion as an exhibit
to the Registration Statement. In giving this consent,
however, I do not admit that I am an "expert" within
the meaning of Section 11 of the Securities Act of
1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Mark L. Koczela
Mark L. Koczela
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the ARI
Network Services, Inc. 1991 Stock Option Plan, 1993
Director Stock Option Plan and 1992 Employee Stock
Purchase Plan of our report dated September 24, 1999,
except for Notes 3 and 10 as to which the date is
September 30, 1999 and September 28, 1999,
respectively, with respect to the financial statements
and schedule of ARI Network Services, Inc. included in
its Annual Report (Form 10-K) for the year ended July
31, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Milwaukee, Wisconsin ERNST & YOUNG LLP
December 15, 1999
