<PAGE>
As filed with the Securities and Exchange Commission on June 18, 1998
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
WALKER INTERACTIVE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
-----------------------------
DELAWARE 95-2862954
(State of Incorporation) (I.R.S. Employer Identification No.)
-----------------------------
303 Second Street
San Francisco, CA 94107
(415) 495-8811
(Address and telephone number of principal executive offices)
-----------------------------
1992 Employee Stock Purchase Plan, as Amended
1994 Equity Incentive Plan, as Amended
(Full title of the plans)
Leonard Y. Liu
Chairman of the Board, President and Chief Executive Officer
Walker Interactive Systems, Inc.
303 Second Street
San Francisco, CA 94107
(415) 495-8811
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
Copies to:
Alan C. Mendelson, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111-3580
(415) 693-2000
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
BE REGISTERED REGISTERED(1) OFFERING PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) FEE
<S> <C> <C> <C> <C>
Stock Options and 1,500,000 $14.06 $21,090,000 $6,221.55
Common Stock (par
value $.001)
=================================================================================================================================
</TABLE>
(1) This registration statement is intended to cover the offering of up to
300,000 shares and 1,200,000 shares of the Company's Common Stock pursuant
to its 1992 Employee Stock Purchase Plan, as amended, and its 1994 Equity
Incentive Plan, as amended, respectively.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended. The offering price per share and aggregate offering price are
based upon the average of the high and low price of Company's Common Stock
on June 17, 1998 as reported on the NASDAQ National Market System.
================================================================================
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
Page 1 of 7
Exhibit Index at Page 5
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
The contents of Registration Statements on Form S-8, Nos. 33-87022 and 333-
02942 filed with the Securities and Exchange Commission on December 5, 1994 and
April 2, 1996, respectively, are incorporated by reference herein.
EXHIBITS
EXHIBIT
NUMBER
- ------
5.1 Opinion of Cooley Godward LLP
23.1 Independent Auditors' Consent
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24 Power of Attorney is contained on the signature pages
99.1 1992 Employee Stock Purchase Plan, as amended (1)
99.2 1994 Equity Incentive Plan, as amended (1)
____________________
(1) Incorporated by reference to the attachments to the Company's 1998 Proxy
Statement
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 San Francisco, State of California, on June 18, 1998.
WALKER INTERACTIVE SYSTEMS, INC.
By: /s/ Leonard Y. Liu
----------------------------------------------
Name: Leonard Y. Liu
Title: Chairman of the Board, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leonard Y. Liu and Thomas W. Hubbs, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
3
<PAGE>
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/ Leonard Y. Liu Chairman of the Board, President and June 18, 1998
- ----------------------------------------------- Chief Executive Officer (Principal
Leonard Y. Liu Executive Officer)
/s/ Thomas W. Hubbs Senior Vice President and Chief Financial June 18, 1998
- ----------------------------------------------- Officer (Principal Financial Officer)
Thomas W. Hubbs
/s/ Barbara M. Hubbard Vice President and Corporate Controller June 18, 1998
- ----------------------------------------------- (Principal Accounting Officer)
Barbara M. Hubbard
/s/ Richard C. Alberding Director June 18, 1998
- -----------------------------------------------
Richard C. Alberding
Director June 18, 1998
- -----------------------------------------------
Tania Amochaev
/s/ William A. Hasler Director June 18, 1998
- -----------------------------------------------
William A. Hasler
/s/ John M. Lillie Director June 18, 1998
- -----------------------------------------------
John M. Lillie
/s/ David C. Wetmore Director June 18, 1998
- -----------------------------------------------
David C. Wetmore
</TABLE>
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
Number DESCRIPTION Page Number
<C> <S> <C>
5.1 Opinion of Cooley Godward LLP 6
23.1 Independent Auditors' Consent 7
23.2 Consent of Cooley Godward LLP is contained in Exhibit
5.1 to this Registration Statement
24 Power of Attorney is contained on the signature pages
99.1 1992 Employee Stock Purchase Plan, as amended (1)
99.2 1994 Equity Incentive Plan, as amended (1)
</TABLE>
____________________
(1) Incorporated by reference to the attachments to the Company's 1998 Proxy
Statement
5
<PAGE>
EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD APPEARS HERE]
June 18, 1998
Walker Interactive Systems, Inc.
303 Second Street
Three North
San Francisco, CA 94107
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Walker Interactive Systems, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 300,000
additional shares and 1,200,000 additional shares of the Company's Common Stock,
$.001 par value, (the "Shares") pursuant to its 1992 Employee Stock Purchase
Plan, as amended, and its 1994 Equity Incentive Plan, as amended, respectively
(the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectuses, the Plans, your Certificate of Incorporation and By-laws,
as amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Additional Shares, when sold and issued in accordance with the Plans,
the Registration Statement and related Prospectuses, will be validly issued,
fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ Alan C. Mendelson
Alan C. Mendelson
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Walker Interactive Systems, Inc. on Form S-8 of our report dated
February 2, 1998, appearing in the Annual Report on Form 10-K of Walker
Interactive Systems, Inc. for the year ended December 31, 1997.
/s/ DELOITTE & TOUCHE LLP
June 16, 1998
