As filed with the Securities and Exchange Commission on August 20, 1999
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MIDISOFT CORPORATION
(Exact name of registrant as specified in its charter)
Washington 91-1345532
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1605 NW Sammamish Road, Suite 205
Issaquah, Washington 98027
(425) 391-3610
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Midisoft Corporation Midisoft Corporation
1999 Stock Option Plan 1998 Nonstatutory Stock Option Plan
Midisoft Corporation
1989 Incentive Stock Option Plan
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Gary M. Cully, Chief Financial Officer
1605 NW Sammamish Road, Suite 205
Issaquah, Washington 98027
(425) 391-3610
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
==================== ================= ===================== ==================
Proposed Maximum
Title of Securities Amount to be Aggregate Amount of
to Be Registered Registered (1) Offering Price (2) Registration Fee
- -------------------- ----------------- --------------------- ------------------
Common Stock 2,976,250 shares $5,784,749 $1,608.16
==================== ================= ===================== ==================
(1) Plus (i) an indeterminate number of shares of Common Stock that may become
issuable under the Plans as a result of the adjustment provisions therein,
and (ii) if any interests in the Plans constitute separate securities
required to be registered under the Securities Act of 1933, then, pursuant
to Rule 416(c), an indeterminate amount of such interests to be offered or
sold pursuant to the Plans.
(2) Computed pursuant to Rules 457(c) and 457(h) based on (i) an aggregate
offering price of $559,749 for the 476,250 shares issuable upon exercise of
outstanding options granted under the 1989 Incentive Stock Option Plan on
or prior to the date hereof; and (ii) an offering price of $2.09 per share
(the average of the high and low closing prices reported by the OTC
Bulletin Board on August 17, 1999) for the 2,500,000 shares issuable upon
exercise of options to be granted under the 1999 Stock Option Plan and the
1998 Nonstatutory Stock Option Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated in this Registration Statement
by reference:
1. The Registrant's Annual Report on Form 10-KSB for its
fiscal year ended December 31, 1998, filed by the Registrant with the
Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
2. All other reports filed by the Registrant with the
Securities and Exchange Commission pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 1998; and
3. The description of the Registrant's Common Stock set forth
in the Registration Statement on Form 8-A filed by the Registrant with
the Securities and Exchange Commission on August 2, 1993 under Section
12(g) of the Exchange Act.
All documents filed by the Registrant with the Securities and Exchange
Commission after the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, before the filing of a
post-effective amendment that indicates that all securities offered pursuant to
this Registration Statement have been sold or that 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 respective dates of
filing of such documents.
Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not required.
Item 5. Interests of Named Experts and Counsel
None.
<PAGE>
Item 6. Indemnification of Directors and Officers
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended. Article VIII
of the Registrant's Articles of Incorporation provide for indemnification of the
Registrant's directors, officers, employees and agents to the maximum extent
permitted by Washington law. The directors and officers of the Registrant also
may be indemnified against liability they may incur for serving in that capacity
pursuant to one or more liability insurance policies maintained by the
Registrant for such purpose. The Registrant currently maintains a policy of
directors' and officers' liability insurance with an aggregate coverage limit of
$2,000,000.
Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation or
its shareholders for monetary damages for acts or omissions as a director,
except in certain circumstances involving intentional misconduct, self-dealing
or illegal corporate loans or distributions, or any transaction from which the
director personally receives a benefit in money, property or services to which
the director is not legally entitled. Article VII of the Registrant's Articles
of Incorporation contains provisions implementing, to the fullest extent
permitted by Washington law, such limitations on a director's liability to the
Registrant and its shareholders.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Description
5 Opinion of Graham & James LLP/Riddell Williams P.S.
23.1 Consent of Graham & James LLP/Riddell Williams P.S.
(included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24 Powers of Attorney (included on signature page)
<PAGE>
Item 9. Undertakings
(a) 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;
(i) To include any prospectus required by Section 10
(a)(3) of the Securities Act of 1933;
(ii) 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) that, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and
(iii) 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)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference 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 the 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 that 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 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.
(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 Securities Act of 1933 and is, therefore, unenforceable. If 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Seattle, State of Washington, on August 20, 1999.
MIDISOFT CORPORATION
By /s/ Larry D. Foster
Larry D. Foster, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Larry
D. Foster, Gary M. Cully and Marsha Murry, and each of them severally, such
person's true and lawful attorneys-in-fact and agents, with full power to act
without the other and with full power of substitution and resubstitution, to
execute in the name and on behalf of such person, individually and in each
capacity stated below, any and all amendments and post-effective amendments to
this Registration Statement, any and all supplements hereto, and any and all
other instruments necessary or incidental in connection herewith, and to file
the same with the Securities and Exchange Commission.
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 below.
Signature Title Date
/s/ Larry D. Foster Chairman of the Board, President and August 20, 1999
Larry D. Foster Chief Executive Officer (Principal
Executive Officer)
/s/ Gary M. Cully Vice President, Finance and Chief August 20, 1999
Gary M. Cully Financial Officer (Principal
Financial and Accounting Officer)
/s/ Marsha Murry Director and Secretary August 20, 1999
Marsha Murry
/s/ John H. Bauer Director August 20, 1999
John H. Bauer
/s/ Robert M. Orbach Director August 20, 1999
Robert M. Orbach
/s/ J. Larry Smart Director August 20, 1999
J. Larry Smart
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Graham & James LLP/Riddell Williams P.S.
23.2 Consent of PricewaterhouseCoopers, LLP, Independent Accountants
<PAGE>
August 20, 1999
Midisoft Corporation
Suite 205
1605 NW Sammamish Road
Issaquah, Washington 98027
Re: Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to Midisoft Corporation, a Washington corporation (the
"Company"), in connection with the preparation of its Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), which the Company will file with the Securities and
Exchange Commission, with respect to an aggregate of 2,976,250 shares of Common
Stock of the Company (the "Shares") issuable upon exercise of options granted or
to be granted under the Company's 1989 Incentive Stock Option Plan, 1998
Nonstatutory Stock Option Plan and 1999 Stock Option Plan (the "Plans").
We have examined the Registration Statement and such other documents and records
as we have deemed relevant and necessary for the purpose of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the Shares
issuable under the Plans will, upon due execution by the Company and the
registration by its registrar of the certificates for the Shares and issuance
thereof by the Company and receipt by the Company of the consideration therefor
in accordance with the terms of the Plans, be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ F. Woodruff
Frank C. Woodruff
of
GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.
<PAGE>
Consent of PricewaterhouseCoopers, LLP, Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 14, 1999, relating to the
financial statements and schedules, which appears in Midisoft Corporation's
Annual Report on Form 10-KSB for the year ended December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS, LLP
Seattle, Washington
August 19, 1999
