<PAGE>
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
RETIX
(Exact name of Registrant as specified in its charter)
CALIFORNIA 95-3948704
(State of incorporation) (I.R.S. Employer Identification No.)
4640 ADMIRALTY WAY, SUITE 600
MARINA DEL REY, CA 90292-6695
(Address of principal executive offices)
_______________________
1998 STOCK OPTION PLAN
(Full title of the Plan)
_______________________
Bruce Brown
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RETIX
4640 ADMIRALTY WAY, SUITE 600
MARINA DEL REY, CA 90292-6695
(310) 828-3400
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:
ELIAS J. BLAWIE
MARK L. SILVERMAN
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
Page 1 of 7 Pages
Exhibit Index on Page 7
(Calculation of Registration Fee on following page)
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<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Amount Maximum Maximum Amount of
to be Offering Aggregate Registration Fee
Title of Securities to be Registered Registered(1) Price Per Offering Price
Share
- ------------------------------------------------------------------------------------------------------------
1998 STOCK OPTION PLAN
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value.................... 1,787,391 Shares $1.00 (2) $ 1,787,391
Common Stock,
$0.01 par value.................... 775,046 Shares $2.50 (2) $ 1,937,615
Common Stock,
$0.01 par value.................... 469,976 Shares $2.81 (2) $ 1,320,632.50
Common Stock,
$0.01 par value.................... 98,200 Shares $4.30 (2) $ 422,260
Common Stock,
$0.01 par value.................... 167,000 Shares $4.65 (2) $ 776,550
Common Stock,
$0.01 par value.................... 799,256 Shares $5.00 (2) $ 3,996,280
Common Stock,
$0.01 par value.................... 272,900 Shares $6.00 (2) $ 1,637,400
Common Stock,
$0.01 par value.................... 830,231 Shares(3) $ 4.6875(4) $ 3,891,707.80
TOTAL 5,200,000 Shares $15,769,836 $4,652.10
- -------------------------------------------
</TABLE>
_______________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1998 Stock Option Plan by
reason of any stock dividend, stock split, recapitalization or any other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding shares
of Common Stock.
(2) Computation based on the exercise price of Vertel Corporation ("Vertel")
options to purchase Vertel Common Stock previously issued and exchanged for
Retix options to purchase Retix Common Stock at an exchange ratio of 1.26
shares of Retix Common Stock per share of Vertel Common Stock.
(3) Shares remaining available for future issuance under the 1998 Stock Option
Plan.
(4) Computed in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
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(a) The Registrant's Annual Report filed on Form 10-K for fiscal year ended
December 31, 1997 pursuant to Section 13(a) or 15(d) pursuant to Rule 424(b) of
the Securities Act, which contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed.
(b) Not Applicable.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A12G filed with the Commission
under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") on
------------
April 30, 1997, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
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 securities offered hereby 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 such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
-------------------------
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Certain of the attorneys at Venture Law Group, Company's counsel, hold
options to purchase 95,000 shares of Common Stock of the Company.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Registrant's Articles of Incorporation reduce the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under California law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
California General Corporation Law. In addition, the Registrant has entered
into Indemnification Agreements with its officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
-----------------------------------------------------
Item 8. EXHIBITS.
--------
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<C> <S>
5.1 Opinion of Venture Law Group, a Professional Corporation.
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Independent Auditors.
24.1 Powers of Attorney (see p. 6).
</TABLE>
_______________
3
<PAGE>
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 purposes 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 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
Insofar as the 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 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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
[Signature Pages Follow]
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Retix a corporation organized and existing under the laws of the State of
California, 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 Woodland Hills, State of California, on this 2nd
day of April, 1998.
RETIX
By: /s/ Bruce Brown
----------------------------------
Bruce Brown
President and Chief Executive Officer
5
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce Brown and James Brill, jointly and
severally, his or her attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his or her name, place or
stead, in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file such amendments, together with exhibits and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
or his or her 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>
<CAPTION>
Signature Title Date
- ------------------------------------- -------------------------------------------- --------------------------
<S> <C> <C>
/s/ Bruce Brown President, Chief Executive Officer and March 31, 1998
- ------------------------------------- Director
Bruce Brown
/s/ James Brill Vice President of Finance and March 31, 1998
- ------------------------------------- Administration and Chief Financial Officer
James Brill
/s /Jeffrey M. Drazan Director March 31, 1998
- -------------------------------------
Jeffrey M. Drazan
/s/ Ralph Ungermann Director March 31, 1998
- -------------------------------------
Neil J. Hynes
/s/ Craig W. Johnson Director March 31, 1998
- -------------------------------------
Craig W. Johnson
/s/ Joe Stephan Director March 31, 1998
- -------------------------------------
Joe Stephan
/s/ Gilbert Williamson Director March 31, 198
- -------------------------------------
Gilbert Williamson
</TABLE>
6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<C> <S>
5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Independent Auditors.
24.1 Powers of Attorney (see p. 6).
</TABLE>
<PAGE>
EXHIBIT 5.1
April 2, 1998
Retix
4640 Admiralty Way
Suite 600
Marina del Rey, CA 90292-6695
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
------------
Statement") filed by you with the Securities and Exchange Commission (the
- ---------
"Commission") on April 2, 1998 in connection with the registration under the
- -----------
Securities Act of 1933, as amended, of a total of 5,200,000 shares of your
Common Stock (the "Shares") reserved for issuance under the 1998 Stock Option
------
Plan. As your counsel in connection with this transaction, 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.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement 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 the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated January 23, 1998, (except for the last paragraph
of Note 2, as to which the date is February 11, 1998) appearing in the Annual
Report on Form 10-K of Retix for the year ended December 27, 1997.
DELOITTE & TOUCHE LLP
April 2, 1998
