<PAGE>
As filed with the Securities and Exchange Commission on October 14, 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)
<TABLE>
<S> <C>
California 95-3948704
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification No.)
Organization)
</TABLE>
21300 Victory Boulevard, Suite 1200
Woodland Hills, CA 91367
(Address of Principal Executive Offices)
_______________________
1996 Directors' Stock Option Plan
(Full Title of the Plan)
_______________________
Bruce Brown
President and Chief Executive Officer
Vertel Corporation
21300 Victory Boulevard, Suite 1200
Woodland Hills, CA 91367
(818) 227-1400
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
_______________________
Copy to:
David J. Katz
Mitchell, Silberberg & Knupp LLP
11377 West Olympic Boulevard
Los Angeles, California 90064-1683
(310) 312-3267
(Calculation of registration fee on following page)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Maximum Amount to Offering Price Aggregate Amount of
Title of Securities to be Registered be Registered (1) Per Share (3) Offering Price (3) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996 Directors' Stock Option Plan
Common Stock,
$0.01 par value................... 200,000 shares (2) 2.02 $404,000 $112.31
</TABLE>
_______________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1996 Directors' 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
Registrant's outstanding shares of Common Stock.
(2) This is the increase in number of shares which may be issued under the
1996 Directors' Stock Option Plan which was approved at the 1999
Annual Meeting of Shareholders held on May 13, 1999. 360,000 shares
issuable under the 1996 Directors' Stock Option Plan have previously
been registered under the Securities Act of 1933.
(3) Computed in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the registration fee, and
based on the average of the high and low prices of the Common Stock as
reported on the NASDAQ National Market on October 12, 1999.
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 incorporated by reference:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999 and June 30, 1999;
(c) all other reports filed by Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
December 31, 1998; and
(d) the description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A12G filed with the Securities and
Exchange Commission (the "Commission") on April 30, 1997 (under Registrant's
prior name "Retix"), including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by 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 also be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.
2
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Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
None.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Registrant's Articles of Incorporation reduce the liability of a
director to the corporation or its shareholders for monetary damages to the
fullest extent permissible under California law, and authorize Registrant to
indemnify its officers and directors (and other agents) to the maximum extent
permitted under California law. Registrant's Bylaws provide that it shall
indemnify its directors and officers to the fullest extent permitted by
California law, including circumstances in which indemnification is otherwise
discretionary under California law. Registrant has entered into indemnification
agreements with its officers and directors containing provisions that are in
some respects broader than the specific indemnification provisions contained in
the California Corporations Code.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
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<TABLE>
<CAPTION>
Exhibit
Number
-------
<S> <C>
5.1 Opinion of Mitchell, Silberberg & Knupp LLP.
23.1 Consent of Mitchell, Silberberg & Knupp LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney.
</TABLE>
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales of the securities
registered hereby are being made, a post-effective amendment to this
registration statement:
(A) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(B) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no
3
<PAGE>
more than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(C) 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;
provided, however, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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.
(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.
(c) 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.
4
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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 Woodland Hills, State of California, on this 1st day
of October, 1999.
VERTEL CORPORATION
By: /s/ Bruce Brown
-------------------------------------------
Bruce Brown
President and Chief Executive Officer
5
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce Brown and Gordon Almquist, and
either of them, 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 Brown President, Chief Executive Officer and October 1, 1999
- ------------------------------------ Director
Bruce Brown
/s/ Gordon Almquist Vice President of Finance and October 1, 1999
- ------------------------------------- Administration and Chief Financial Officer
Gordon Almquist
/s/ Jeffrey M. Drazan Director October 1, 1999
- -------------------------------------
Jeffrey M. Drazan
/s/ Ralph Ungermann Director October 1, 1999
- -------------------------------------
Ralph Ungermann
/s/ Howard Oringer Director October 1, 1999
- -------------------------------------
Howard Oringer
/s/ Jack Reily Director October 1, 1999
- -------------------------------------
Jack Reily
</TABLE>
6
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INDEX TO EXHIBITS
Exhibit Page
Number Description of Exhibit No.
- ------ ---------------------- ----
5.1 Opinion of Mitchell, Silberberg & Knupp LLP
23.1 Consent of Mitchell, Silberberg & Knupp LLP
(included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney.
7
<PAGE>
EXHIBIT 5.1
[Letterhead of Mitchell Silberberg & Knupp LLP]
October 12, 1999
Vertel Corporation
21300 Victory Boulevard
Suite 1200
Woodland Hills, CA 91367
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
Vertel Corporation, a California corporation (the "Company"), with the
-------
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of an additional 200,000 shares of the
Company's common stock, par value $.01 per share (the "Shares"), which have been
------
reserved for issuance under the Company's 1996 Directors' Stock Option Plan, as
amended (the "Plan"). We have examined the proceedings taken, and are familiar
----
with the proceedings proposed to be taken, by the Company in connection with the
authorization of the Plan and in connection with the granting of options in
accordance with the Plan on the exercise of which such additional Shares will be
issued.
Based upon such examination and upon such matters of fact and law as we
have deemed relevant, we are of the opinion that such additional Shares have
been duly authorized by all necessary corporate action on the part of the
Company and, when issued in accordance the provisions of the Plan and relevant
agreements duly authorized pursuant to and in accordance with the terms of the
Plan, such additional Shares will be validly issued, fully paid and non-
assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
MITCHELL, SILBERBERG & KNUPP LLP
8
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EXHIBIT 23.2
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
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 February 4, 1999, except for
Note 15, as to which the date is March 18, 1999, appearing in the Annual Report
on Form 10-K of Vertel Corporation for the year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
