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Registration No. 333-__________
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 of Incorporation) (I.R.S. Employer Identification No.)
21300 VICTORY BOULEVARD
SUITE 700
WOODLAND HILLS, CA 91367
(Address of principal executive offices)
2000 STOCK OPTION PLAN
(Full title of the Plan)
________________
CYRUS D. IRANI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VERTEL CORPORATION
21300 VICTORY BOULEVARD
SUITE 700
WOODLAND HILLS, CA 91367
(818) 227-1400
(Name, address and telephone number, including area code, of agent for service)
_________________
Copy to:
DAVID J. KATZ
PERKINS COIE LLP
1620 26th STREET, SIXTH FLOOR
SANTA MONICA, CA 90404
(310) 788-9900
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Securities Maximum Amount Maximum Maximum Amount of
To be Registered To be Offering Price Aggregate Registration
Registered (1) Per Share Offering Price Fee
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK 2,000,000 (2) $5.76565 (3) $11,531,300 $3,044.26
</TABLE>
___________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 2000 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) This is the number of shares which may be issued under the 2000 Stock
Option Plan which was approved by the Shareholders on May 18, 2000.
(3) Computed in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee, and based on the
average of the high and low price of the Common Stock as reported on the
NASDAQ National Market on August 2, 2000.
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:
(a) The Registrant's Annual Report filed on Form 10-K for fiscal
year ended December 31, 1999.
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.
(c) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since December 31, 1999.
(d) 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 Exchange Act on April 30, 1997
(under Registrant's prior name "Retix"), including any amendment or
report filed for the purpose of updating such description.
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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. 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>
Exhibit
Number
-------
<S> <C>
5.1 Opinion of Perkins Coie LLP
23.1 Consent of Perkins Coie LLP
(included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney
(included on signature page 5)
</TABLE>
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Item 9. UNDERTAKINGS.
------------
(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 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.
(4) 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 (and
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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.
(b) 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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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 4th day
of August, 2000.
Vertel Corporation
By: /s/ Cyrus D. Irani
_____________________________
CYRUS D. IRANI
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, Cyrus D. Irani and Gordon
L. 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
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>
<S> <C>
August 4, 2000 /s/ Cyrus D. Irani
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CYRUS D. IRANI
President, Chief Executive Officer and Director
August 4, 2000 /s/ Bruce W. Brown
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BRUCE W. BROWN
Chairman and Director
August 4, 2000 /s/ Gordon L. Almquist
-------------------------------------------------
GORDON L. ALMQUIST
Vice President of Finance and Administration
and Chief Financial Officer
August 7, 2000 /s/ Howard Oringer
-------------------------------------------------
HOWARD ORINGER
Director
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
Exhibit
Number
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<S> <C>
5.1 Opinion of Perkins Coie LLP
23.1 Consent of Perkins Coie LLP
(included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney
(included on signature page 5)
</TABLE>
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