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As filed with the Securities and Exchange Commission on December 19, 2000
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
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)
ARI NETWORK SERVICES, INC. 2000 STOCK OPTION PLAN
ARI NETWORK SERVICES, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
JASON D. BARTEL 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, and telephone number, MILWAUKEE, WI 53202
including area code, of agent for service) (414) 273-3500
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CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Title of Proposed maximum Proposed maximum
securities offering price aggregate offering Amount of
to be registered Amount to be registered per share (1) price (1) registration fee
---------------------- ------------------------- ---------------------- ------------------------ --------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 525,000 Shares (2) $1.66 $871,550 $230
par value
=====================================================================================================================
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(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 15, 2000, as
reported in the Midwest Edition of The Wall Street Journal on December 18, 2000.
(2) Includes 450,000 shares under the 2000 Stock Option Plan and 75,000 shares
under the 2000 Employee Stock Purchase Plan.
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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, 2000;
(b) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended October 31, 2000;
(c) the Registrant's Current Report on Form 8-K dated November 13,
2000; and
(d) the description of the Registrant's common stock contained in the
Registrant's registration statement filed pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act 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 Jason D. Bartel, the Registrant's Corporate Attorney. Mr.
Bartel may receive options or other awards under one of the plans registered in
this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 180.0851 of the Wisconsin Business Corporation Law (the "WBCL")
requires a corporation to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a proceeding,
for all reasonable expenses incurred in the proceeding, if such person was a
party to such proceeding because he or she was a director or officer of the
corporation. In cases where a director or officer is not successful on the
merits or otherwise in the defense of a proceeding, a corporation is required to
indemnify a director or officer against liability incurred by the director or
officer in a proceeding if such person was a party to such proceeding because he
or she is a director or officer of the corporation unless it is determined that
he or she breached or failed to perform a duty owed to the corporation and such
breach or failure to perform constitutes: (i) a willful failure to deal fairly
with the corporation or its shareholders in connection with a matter in which
the director or officer has a material conflict of interest; (ii) a violation of
criminal law, unless the director or officer had reasonable cause to believe his
or her conduct was lawful or no reasonable cause to believe his or her conduct
was unlawful; (iii) a transaction from which the director or officer derived an
improper personal profit; or (iv) willful misconduct.
Section 180.0858 of the WBCL provides that subject to certain
limitations, the mandatory indemnification provisions do not preclude any
additional right to indemnification or allowance of expenses that a director or
officer may have under a corporation's articles of incorporation or by-laws, a
written agreement between the director or officer and the corporation or a
resolution of the board of directors or the shareholders.
Unless otherwise provided in the articles of incorporation or by-laws,
or by written agreement between the director or officer and the corporation, an
officer or director seeking indemnification is entitled to indemnification if
approved in any of the following manners as specified in Section 180.0855 of the
WBCL: (i) by majority vote of a disinterested quorum of the board of directors,
or if such disinterested quorum cannot be obtained, by a majority vote of a
committee of two or more disinterested directors; (ii) by independent legal
counsel chosen by a quorum of disinterested directors or its committee (or if
unable to obtain such a quorum or committee, by a majority vote of the full
board of directors); (iii) by a panel of three arbitrators (one of which is
chosen by a quorum of disinterested
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directors); (iv) by the vote of the shareholders; (v) by a court; or (vi) by any
other method permitted in Section 180.0858 of the WBCL.
Reasonable expenses incurred by a director or officer who is a party to
a proceeding may be reimbursed by a corporation, pursuant to Section 180.0853 of
the WBCL, at such time as the director or officer furnishes to the corporation
written affirmation of his or her good faith belief that he or she has not
breached or failed to perform his or her duties; and written confirmation to
repay any amounts advanced if it is determined that indemnification by the
corporation is not required.
Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with
any proceeding involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.
As permitted by Section 180.0858, the Registrant has adopted
indemnification provisions in its by-laws which closely track the statutory
indemnification provisions with certain exceptions. In particular, Section 7.1
of the Registrant's by-laws, among other items, provides that (i) an individual
shall be indemnified unless it is proved by a final judicial adjudication that
indemnification is prohibited and (ii) payment or reimbursement of expenses,
subject to certain limitations, will be mandatory rather than permissive. The
Registrant has purchased directors' and officers' liability insurance which
insures the Registrant's officers and directors against certain liabilities
which may arise under the Securities Act of 1933.
ITEM 8. EXHIBITS
4.1 ARI Network Services, Inc. 2000 Stock Option Plan
(incorporated herein by reference to Registrant's Proxy
Statement for the 2000 Annual Meeting of Shareholders).
4.2 ARI Network Services, Inc. 2000 Employee Stock Purchase Plan
(incorporated herein by reference to Registrant's Proxy
Statement for the 2000 Annual Meeting of Shareholders).
5. Opinion of Jason D. Bartel regarding legality of Common Stock
being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Jason D. Bartel (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) (iii) 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.
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*(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.
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* Paragraph references correspond to those of Item 512 of Regulation S-K.
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SIGNATURES
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 Milwaukee, State of Wisconsin, on December 19, 2000.
ARI NETWORK SERVICES, INC.
By: /s/ Brian E. Dearing
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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 Jason D. Bartel, 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.
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Signature Title Date
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<S> <C> <C>
/s/ Brian E. Dearing President and Chief Executive Officer and 12/19/00
------------------------------------ Chairman of the Board of Directors (acting
Brian E. Dearing principal financial and accounting
officers)
/s/ Gordon J. Bridge Director 12/18/00
------------------------------------
Gordon J. Bridge
/s/ Francis Brzezinski Director 12/18/00
------------------------------------
Francis Brzezinski
Director
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Ted C. Feierstein
Director
------------------------------------
Richard W. Weening
/s/ D. Bruce Merrifield, Jr. Director 12/18/00
------------------------------------
D. Bruce Merrifield, Jr.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------------------------------------------------
4.1 ARI Network Services, Inc. 2000 Stock Option Plan
(incorporated herein by reference to Registrant's
Proxy Statement for the 2000 Annual Meeting of
Shareholders).
4.2 ARI Network Services, Inc. 2000 Employee Stock
Purchase Plan (incorporated herein by reference to
Registrant's Proxy Statement for the 2000 Annual
Meeting of Shareholders).
5. Opinion of Jason D. Bartel regarding legality of
Common Stock being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Jason D. Bartel (included in Exhibit 5).
24 Powers of attorney are included on the signature page
hereof.
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