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As filed with the Securities and Exchange Commission on April 1, 1999
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
__________________
VERTEL CORPORATION
(Exact name of Registrant as specified in its charter)
__________________
California 95-3948704
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
__________________
21300 Victory Blvd.
Suite 1200
Woodland Hills, California 91367
(818) 227-1400
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
__________________
1999 Executive Stock Option Plan
(Full title of the plan)
__________________
Bruce Brown
President and Chief Executive Officer
Vertel Corporation
21300 Victory Blvd.
Suite 1200
Woodland Hills, California 91367
(818) 227-1400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
___________________
Copies to:
ELIAS J. BLAWIE
VENTURE LAW GROUP
A PROFESSIONAL CORPORATION
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(650) 854-4488
(Calculation of Registration Fee on following page)
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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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
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1999 Executive Stock Option Plan
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value.................. 635,456 $1.40625(2) $893,610 $249
</TABLE>
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant
to this Registration Statement 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) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
(the "Securities Act") solely for the purpose of calculating the
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registration fee. The computation is based upon the average high and low
sale prices of the Registrant's Common Stock as reported on the Nasdaq
National Market on March 29, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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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 on Form 10-K for the fiscal year ended
December 31, 1997 pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
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(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above.
(c) Items 1 and 2 of the Registrant's Registration Statement on Form 8-A
filed on April 30, 1997 pursuant to Section 12 of the Exchange Act.
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.
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Item 5. Interests of Named Experts and Counsel. Not applicable.
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Item 6. Indemnification of Directors and Officers.
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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.
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Item 8. Exhibits.
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Exhibit
Number
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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 Independent Auditors' Consent
24.1 Power of Attorney (see p. 6)
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Item 9. Undertakings.
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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 Securities and Exchange
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Vertel Corporation, 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 March 31, 1999.
Vertel Corporation
By: /s/ Bruce W.Brown
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Bruce W. Brown
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce W. Brown and Gordon Almquist,
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 attorneys-in-fact 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 W.Brown President, Chief Executive Officer and March 31, 1999
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Bruce W. Brown Director (Principal Executive Officer)
/s/ Gordon Almquist Vice President of Finance and Chief March 31, 1999
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Gordon Almquist Financial Officer (Principal Financial and
Accounting Officer)
/s/ Jeffrey M. Drazan Director March 31, 1999
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Jeffrey M. Drazan
/s/ Craig W. Johnson Director March 31, 1999
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Craig W. Johnson
/s/ Howard Oringer Director March 31, 1999
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Howard Oringer
/s/ Ralph Ungermann Director March 31, 1999
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Ralph Ungermann
/s/ Gilbert P. Williamson Director March 31, 1999
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Gilbert P. Williamson
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INDEX TO EXHIBITS
Exhibit
Number
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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 Independent Auditors' Consent
24.1 Powers of Attorney (see p. 6)
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EXHIBIT 5.1
April 1, 1999
Vertel Corporation
21300 Victory Blvd., Suite 1200
Woodland Hills, CA 91367
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
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Statement") filed by you with the Securities and Exchange Commission (the
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"Commission") on April 1, 1999 in connection with the registration under the
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Securities Act of 1933, as amended, of a total of 635,456 shares of your Common
Stock (the "Shares") reserved for issuance under the 1999 Executive Stock Option
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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
/s/ Venture Law Group
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Vertel Corporation 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 Vertel Corporation for the year
ended December 31, 1997.
/s/ Deloitte & Touche LLP
Los Angeles, California
March 26, 1999
