<PAGE>
As filed with the Securities and Exchange Commission on August 20, 1999
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
1993 Non-Employee Directors' Stock Option Plan, as Amended
1995 Nonstatutory Stock Option Plan for Non-Officer Employees, 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:
Jamie E. Chung, Esq.
Cooley Godward LLP
One Maritime Plaza, 20/th/ 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
be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share (2) Price (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.001) 2,050,000 $2.6653-$2.8438 $5,665,491.82 $1,575.01
====================================================================================================================================
</TABLE>
(1) This registration statement is intended to cover the offering of up to
550,000 shares, 100,000 shares and 1,400,000 shares of the Company's Common
Stock pursuant to its 1992 Employee Stock Purchase Plan, as amended, its
1993 Non-Employee Directors' Stock Option Plan, as amended, and its 1995
Nonstatutory Stock Option Plan for Non-Officer Employees, as amended,
respectively.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee. The offering price per share and the aggregate offering
price are based upon: (a) the weighted average exercise price, for shares
subject to options previously granted under the Company's 1995 Nonstatutory
Stock Option Plan for Non-Officer Employees, as amended, pursuant to Rule
457(h) under the Securities Act of 1933, as amended (the "Act"), and (b)
the average of the high and low prices of the Company's Common Stock on
August 19, 1999 as reported on the NASDAQ National Market System, pursuant
to Rule 457(c) under the Act, for (i) shares issuable pursuant to unissued
options under the 1992 Employee Stock Purchase Plan, as amended, (ii)
shares issuable pursuant to unissued
Page 1 of 8
Exhibit Index at Page 6
<PAGE>
options under the 1993 Non-Employee Directors' Stock Option Plan, as
amended, and (iii) shares issuable pursuant to unissued options under the
1995 Nonstatutory Stock Option Plan for Non-Officer Employees, as amended.
The following chart illustrates the calculation of the registration fee:
<TABLE>
<CAPTION>
===================================================================================================================================
Type of Shares Number of Shares Offering Price per Aggregate Offering
Share Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares issuable pursuant to outstanding
options under the 1995 Nonstatutory Stock
Option Plan for Non-Officer Employees 920,438 $2.6653 (2)(a) $2,453,243.40
- ------------------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to unissued stock
options under the 1992 Employee Stock
Purchase Plan 550,000 $2.8438 (2)(b)(i) $1,564,090.00
- ------------------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to unissued stock
options under the 1993 Non-Employee
Directors' Stock Option Plan 100,000 $2.8438 (2)(b)(ii) $ 284,380.00
- ------------------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to unissued stock
options under the 1995 Nonstatutory Stock
Option Plan for Non-Officer Employees 479,562 $2.8438(2)(b)(iii) $1,363,778.42
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Aggregate Offering
Price $5,665,491.82
- ------------------------------------------------------------------------------------------------------------------------------------
Amount of Registration Fee $ 1,575.01
====================================================================================================================================
</TABLE>
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
2
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
The contents of Registration Statements on Form S-8, Nos. 33-64426, 33-
87022, 333-02942, 333-08629, 333-39913 and 333-57199 filed with the Securities
and Exchange Commission on June 14, 1993, December 5, 1994, April 2, 1996, July
23, 1996, November 10, 1997 and June 19, 1998, 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 1993 Non-Employee Directors' Stock Option Plan, as amended (1)
99.3 1995 Nonstatutory Stock Option Plan for Non-Officer Employees,
as Amended (2)
____________________
(1) Incorporated by reference to the attachments to the Company's 1999 Proxy
Statement
(2) Incorporated by reference to Exhibit 10.14 to the Quarterly Report on Form
10-Q for the quarter ended June 30, 1999.
3
<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 August 20,
1999.
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 Michael B. Shahbazian,
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.
4
<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 August 20, 1999
- ----------------------------------------------- Chief Executive Officer (Principal
Leonard Y. Liu Executive Officer)
/s/ Michael B. Shahbazian Senior Vice President and Chief Financial August 20, 1999
- ----------------------------------------------- Officer (Principal Financial Officer)
Michael B. Shahbazian
/s/ Steven Leung Corporate Controller August 20, 1999
- -----------------------------------------------
Steven Leung
/s/ Richard C. Alberding Director August 20, 1999
- -----------------------------------------------
Richard C. Alberding
Director August 20, 1999
_______________________________________________
Tania Amochaev
/s/ William A. Hasler Director August 20, 1999
- -----------------------------------------------
William A. Hasler
/s/ John M. Lillie Director August 20, 1999
- -----------------------------------------------
John M. Lillie
/s/ David C. Wetmore Director August 20, 1999
- -----------------------------------------------
David C. Wetmore
</TABLE>
5
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
5.1 Opinion of Cooley Godward LLP 7
23.1 Independent Auditors' Consent 8
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 1993 Non-Employee Directors' Stock Option Plan, as
amended (1)
99.3 1995 Nonstatutory Stock Option Plan for Non-Officer
Employees, as amended (2)
____________________
(1) Incorporated by reference to the attachments to the Company's 1999 Proxy
Statement
(2) Incorporated by reference to Exhibit 10.14 to the Quarterly Report on Form
10-Q for the quarter ended June 30, 1999.
6
<PAGE>
EXHIBIT 5.1
[Cooley Godward LLP letterhead]
August 20, 1999
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 550,000
additional shares, 100,000 additional shares and 1,400,000 additional shares of
the Company's Common Stock, $.001 par value, (the "Additional Shares") pursuant
to its 1992 Employee Stock Purchase Plan, as amended, its 1993 Non-Employee
Directors' Stock Option Plan, as amended and its 1995 Nonstatutory Stock Option
Plan for Non-Officer Employees, 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/ Jamie E. Chung
Jamie E. Chung
JEC:SRH
7.
<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 10,
1999, appearing in the Annual Report on Form 10-K of Walker Interactive Systems,
Inc. for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
San Jose, CA
August 18, 1999
8.
