<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
STAC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 95-3825313
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
12636 HIGH BLUFF DRIVE
SAN DIEGO, CALIFORNIA 92130-2093
(619) 794-4300
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
JOHN R. WITZEL
VICE PRESIDENT, FINANCE, CHIEF FINANCIAL OFFICER AND SECRETARY
STAC, INC.
12636 HIGH BLUFF DRIVE, 4TH FLOOR
SAN DIEGO, CALIFORNIA 92130-2093
(619) 794-4300
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
------------------------
COPIES TO:
THOMAS A. COLL, ESQ.
COOLEY GODWARD LLP
4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CA 92121
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
------------------------
If any of the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value...................... 104,856 7.375 $773,313 $235.00
=====================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of computing
the amount of the registration fee based on the average of the high and low
prices of the Registrant's Common Stock as reported on The Nasdaq National
Market on October 31, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED NOVEMBER 5, 1996
PROSPECTUS
- ----------
104,856 SHARES
STAC, INC.
COMMON STOCK
This Prospectus relates to 104,856 shares (the "Shares") of Common Stock,
par value $.001 per share (the "Common Stock"), of Stac, Inc. ("Stac" or the
"Company"). Should he elect to do so, the Shares may be offered by William T.
Baker (the "Selling Stockholder") from time to time in transactions on the
Nasdaq National Market, in privately negotiated transactions or a combination of
such methods of sale, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholder may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholder or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they sell as principal or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions). See "Selling Stockholder" and "Plan of Distribution."
THE SELLING STOCKHOLDER HAS INDICATED THAT AS OF THE DATE OF THIS
PROSPECTUS, HE HAS NO PRESENT INTENTION TO SELL ANY SHARES. THIS PROSPECTUS HAS
BEEN PREPARED BY THE COMPANY AND FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN ACCORDANCE WITH ARRANGEMENTS PRE-EXISTING CONTRACTUAL OBLIGATIONS
OF STAC.
None of the proceeds from the sale of the Shares by the Selling Stockholder
will be received by the Company. The Company has agreed to bear certain expenses
(other than fees and expenses, if any, of counsel or other advisors to the
Selling Stockholder) in connection with the registration and sale of the shares
being offered by the Selling Stockholder. The Company has agreed to indemnify
the Selling Stockholder against certain liabilities, including certain
liabilities under the Securities Act of 1933, as amended. See "Plan of
Distribution."
The Common Stock of the Company is traded on the Nasdaq Market under the
symbol "STAC." The last reported sales price of the Company's Common Stock on
the Nasdaq National Market on November 4, 1996 was $7.00 per share."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS NOVEMBER , 1996.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the Commission's
following Regional Offices: Chicago Regional Office, Suite 1400, Northwest
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661; and New York
Regional Office, Seven World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. The Commission also maintains a site on the World Wide
Web that contains reports, proxy and information statements and other
information regarding the Company. The address for such site is
http://www.sec.gov.
Additional information regarding the Company and the shares offered hereby
is contained in the Registration Statement on Form S-3 and the exhibits thereto
filed with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). For further information pertaining to the Company and the
shares, reference is made to the Registration Statement and the exhibits
thereto, which may be inspected without charge at, and copies thereof may be
obtained at prescribed rates from, the office of the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995, the Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1995, March 31 and June 30, 1996, the Company's
Proxy Statement for the 1996 Annual Meeting of Stockholders filed pursuant to
Rule 14a-6 of the Exchange Act, the Company's Current Report on Form 8-K dated
October 6, 1995, as amended, and the Company's Registration Statement on Form
8-A dated April 22, 1992 filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus except as superseded or modified
herein. All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the shares offered
hereby shall be deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of filing of such documents. Any statement
contained in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the documents that have been or
may be incorporated by reference herein (other than exhibits to such documents
which are not specifically incorporated by reference into such documents). Such
requests should be directed to the Chief Financial Officer at the Company's
principal executive offices at 12636 High Bluff Drive, 4th Floor, San Diego,
California 92130-2093 (telephone (619) 794-4300).
2
<PAGE> 4
THE COMPANY
Stac, Inc. ("Stac" or the "Company") designs, develops, markets and
supports storage management and remote access technologies. The Company's
products have been implemented in software and silicon and are sold worldwide
through resellers, retailers and original equipment manufacturers (OEM's).
Products include ReachOut, a remote access software suite which allows users to
remotely access a PC using another PC, Stacker software which provides fast,
convenient and reliable disk compression, CD-QuickShare, which creates a CD-ROM
file server for fast, shared access to data normally stored on CD's, Replica for
NetWare, a network backup and disaster recovery software product designed
initially for Novell NetWare file servers, and Hi/fn LZS data compression
libraries and semiconductors which are used in internetworking, storage hardware
and other applications.
The Company was incorporated in California in February 1983 and
reincorporated in Delaware in February 1996. The Company's executive offices are
located at 12636 High Bluff Drive, 4th Floor, San Diego, California 92130-2093,
telephone number (619) 794-4300.
Except for the historical information contained or incorporated by
reference herein, this prospectus (and the information incorporated herein by
reference) contains forward-looking statements that involve risks and
uncertainties. The Company makes no assurances regarding the future success of
its products due to risks inherent in technology businesses. Those risks
include, but are not limited to, delays in the development or introduction of
products, customer or sales channel acceptance of products, competitive product
introductions from new or established competitors, variances in customers'
semiconductor component demand, and pricing pressures in the software and
semiconductor industries. The Company does not project future financial results
and expressly disclaims any responsibility for any such projections released by
third-party analysts. The above risk factors are more fully discussed in the
Company's most recent quarterly report on Form 10-Q and its Annual Report on
Form 10-K for the year ended September 30, 1995.
SELLING STOCKHOLDER
The following table sets forth the name of the Selling Stockholder, the
number of shares of Common Stock owned beneficially by such Selling Shareholder
as of November 1, 1996 and the number of which may be offered pursuant to this
Prospectus. This information is based upon information provided by the Selling
Stockholder. Because the Selling Stockholder may offer all, some or none of its
Common Stock, no definitive estimate as to the number of shares thereof that
will be held by the Selling Stockholder after such offering can be provided.
The Selling Stockholder represented in its purchase agreement that it was
acquiring the Shares for investment and with no present intention of
distributing the Shares. In recognition of the fact that the Selling
Stockholder, even though purchasing the Shares without a view to distribute, may
wish to be legally permitted to sell the Shares when each deems appropriate, the
Company has filed with the Commission a Registration Statement on Form S-3,
which this Prospectus forms a part, with respect to, among other things, the
resale of the Shares from time at prevailing prices in the over-the-counter
market or in privately-negotiated transactions and has agreed to prepare and
file such amendments and supplements to the Registration Statement as may be
necessary to keep the Registration Statement effective until all Shares offered
hereby have been sold pursuant thereto or until such Shares are no longer, by
reason of Rule 144 under the Securities Act or any other rule of similar effect,
required to be registered for the sale thereof by the Selling Stockholder.
3
<PAGE> 5
<TABLE>
<CAPTION>
SHARES BENEFICIALLY NUMBER OF SHARES BENEFICIALLY
OWNED PRIOR TO SHARES BEING OWNED AFTER
OFFERING(2) OFFERED OFFERING(2)(4)
---------------------- ------------ ---------------------
NAME NUMBER PERCENT(3) NUMBER NUMBER PERCENT(3)
---- ------- ---------- ------------ ------ ----------
<S> <C> <C> <C> <C> <C>
William T. Baker(1).................. 104,856 * 104,856 0 --
</TABLE>
- ---------------
* Less than one percent.
(1) The Company entered into a Stock Purchase Agreement with William T. Baker,
dated October 6, 1995, in connection with the acquisition of California
Software, Inc. (the "acquisition") whereby the Company agreed to issue to
William T. Baker 104,856 shares of the Company's Common Stock. In connection
with the acquisition, the Company entered into a Consulting Agreement with
Mr. Baker.
(2) Unless otherwise indicated below, the person named in the table has sole
voting and investment power with respect to all shares beneficially owned by
him, subject to community property laws where applicable.
(3) Applicable percentage of ownership is based on 30,589,530 shares of Common
Stock outstanding on October 23, 1996, adjusted as required by rules
promulgated by the Commission.
(4) Assumes the sale of all shares offered hereby, should the Selling
Stockholder elect to do so.
PLAN OF DISTRIBUTION
The Company has been advised that the Selling Stockholder or pledgees,
donees, tranferees or other successors in interest of the Selling Stockholder
may sell Shares from time to time in transactions on the Nasdaq National Market,
in privately negotiated transactions or a combinations of such methods of sale,
at fixed prices or at negotiated prices. The Selling Stockholder may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concession or
commissions from the Selling Stockholder or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation to a particular broker-dealer might be in excess of
customary commission).
THE SELLING STOCKHOLDER HAS INDICATED THAT AS OF THE DATE OF THIS
PROSPECTUS, HE HAS NO PRESENT INTENTION TO SELL ANY SHARES. THIS PROSPECTUS HAS
BEEN PREPARED BY THE COMPANY AND FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN ACCORDANCE WITH PRE-EXISTING CONTRACTUAL OBLIGATIONS OF STAC.
At any time a particular offer of Shares is made, to the extent required, a
supplemental Prospectus will be distributed which will set forth the number of
shares offered and the terms of the offering including the names or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
the Shares purchased from the Selling Stockholder, any discounts, commission and
other items constituting compensation from the Selling Stockholder and any
discounts, concessions or commissions allowed or reallowed or paid to dealers.
The Selling Stockholder and any broker-dealers who act in connection with
the sale of Shares hereunder may be deemed to be "underwriters" as that term is
defined in the Securities Act, and any commissions received by them and profit
on any resale of the Shares as principal might be deemed to be underwriting
discounts and commissions under the Securities Act.
Any or all of the sales or other transactions involving the Shares
described above, whether effected by the Selling Stockholder, any broker-dealer
or others, may be made pursuant to this prospectus. In addition, any Shares that
qualify for sale pursuant to Rule 144 under the Act may be sold under Rule 144
rather than pursuant to this prospectus.
In order to comply with the securities laws of certain states, if
applicable, the Shares may be sold in such jurisdictions only through registered
or licensed brokers or dealers. In addition, in certain states the Shares may
not be sold unless it has been registered or qualified for sale or an exemption
from registration or qualification requirements is available and is complied
with.
4
<PAGE> 6
Notwithstanding the foregoing, broker-dealers who are qualifying registered
market makers on the National Association of Securities Dealers Automated
Quotation System (the "Nasdaq") may engage in passive market making transactions
in the Common Stock of the Company on the Nasdaq Stock Market in accordance with
Rule 10b-6A under the Exchange Act, during the two business day period before
commencement of sales in this offering. The passive market making transactions
must comply with applicable price and volume limits and be identified as such.
In general, a passive market maker may display its bid at a price not in excess
of the highest independent bid for the security. If all independent bids are
lowered below the passive market maker's bid, however, such bid must then be
lowered when certain purchase limits are exceeded. Net purchases by a passive
market maker on each day are generally limited to a specified percentage of the
passive market maker's average daily trading volume in the Common Stock of the
Company during a prior period and must be discontinued when such limit is
reached. Passive market making may stabilize the market price of the Common
Stock of the Company at a level above that which might otherwise prevail and, if
commenced, may be discontinued at any time.
All costs associated with this offering will be paid by Stac.
Stac and the Selling Stockholder may agree to indemnify certain persons
including broker-dealers or others, against certain liabilities in connection
with any offering of the Shares, including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the issuance of the Common Stock will be passed upon for
the Company by Cooley Godward LLP, San Diego, California.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended September 30,
1995, have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
5
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses payable by the Registrant in
connection with the sale of the Common Stock being registered, none of which
will be borne by the Selling Stockholder. All the amounts shown are estimates
except for the SEC registration fee.
<TABLE>
<S> <C>
SEC Registration fee................................................ $ 235
Nasdaq National Market.............................................. $2,000
Legal fees and expenses............................................. $3,500
Accounting fees and expenses........................................ $1,000
Printing and Engraving.............................................. $1,200
Total............................................................... $5,935
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its Directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act").
The Registrant's Certificate of Incorporation and By-laws include
provisions to (i) eliminate the personal liability of its directors for monetary
damages resulting from breaches of their fiduciary duty to the extent permitted
by Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to, the best interests of the corporation and
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Registrant believes that these provisions are
necessary to attract and retain qualified persons as Directors and officers.
These provisions do not eliminate the Directors' duty of care, and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware Law. In addition,
each Director will continue to be subject to liability for breach of the
Director's duty of loyalty to the Registrant, for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
acts or omissions that the Director believes to be contrary to the best
interests of the Registrant or its stockholders, for any transaction from which
the Director derived an improper personal benefit, for acts or omissions
involving a reckless disregard for the Director's duty to the Registrant or its
stockholders when the Director was aware or should have been aware of a risk of
serious injury to the Registrant or its stockholders, for acts or omission that
constitute an unexcused pattern of inattention that amounts to an abdication of
the Director's duty to the Registrant or its stockholders, for improper
transactions between the Director and the Registrant and for improper
distributions to stockholders and loans to Directors and officers. The provision
also does not affect a Director's responsibilities under any other law, such as
the federal securities law or state or federal environmental laws.
The Registrant has entered into indemnity agreements with each of its
Directors and executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
incurred (including expenses of a derivative action) in connection with any
proceeding, whether actual or threatened, to which any such person may be made a
party by reason of the fact that such person is or was a Director or an
executive officer of the Registrant or any of its affiliated enterprises,
provided such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Registrant and,
with respect to any criminal proceeding, had no reasonable cause to
II-1
<PAGE> 8
believe his conduct was unlawful. The indemnification agreements also set forth
certain procedures that will apply in the event of a claim for indemnification
thereunder.
At present, there is no pending litigation or proceeding involving a
Director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or Director.
The Registrant has an insurance policy covering the officers and Directors
of the Registrant with respect to certain liabilities, including liabilities
arising under the Securities Act or otherwise.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------ --------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page II-5.
</TABLE>
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to provisions described in Item 15 or otherwise, the registrant has
been advised that in the opinion of the 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.
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;
(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) 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 total 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;
(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 clauses (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by these clauses is
contained in periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in the
registration
II-2
<PAGE> 9
statement; (2) that, for the purpose of determining any liability under the
Securities Act, each 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; and (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.
The undersigned Registrant hereby undertakes:
(1) That, for purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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.
(2) That, for purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(3) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-3
<PAGE> 10
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on October 31, 1996.
STAC, INC.
By: /s/ GARY W. CLOW
------------------------------------
Gary W. Clow
Chairman of the Board, Chief
Executive
Officer and Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary W. Clow and John R. Witzel and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments, exhibits thereto and other documents in connection therewith) to
this Registration Statement and any subsequent registration statement filed by
the registrant pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, which relates 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 substitute or substitutes, may lawfully 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------- --------------------------- -----------------
<C> <C> <S>
/s/ GARY W. CLOW Chairman of the Board, October 31, 1996
- ----------------------------------------------- Chief Executive Officer and
Gary W. Clow Director (Principal
Executive Officer)
/s/ JOHN R. WITZEL Vice President, Finance, October 31, 1996
- ----------------------------------------------- Chief Financial Officer and
John R. Witzel Secretary (Principal
Accounting Officer)
/s/ DOUGLAS L. WHITING Vice President and Director October 31, 1996
- -----------------------------------------------
Douglas L. Whiting
/s/ ROBERT W. JOHNSON Director October 31, 1996
- -----------------------------------------------
Robert W. Johnson
/s/ JOSEPH W. JENNINGS Director October 31, 1996
- -----------------------------------------------
Joseph W. Jennings
/s/ CHARLES H. GAYLORD Director October 31, 1996
- -----------------------------------------------
Charles H. Gaylord
/s/ RUSSELL S. ROBELEN Director October 31, 1996
- -----------------------------------------------
Russell S. Robelen
</TABLE>
II-4
<PAGE> 1
EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
November 5, 1996
Stac, Inc.
12636 High Bluff Drive
San Diego, CA 92130-2093
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Stac, Inc. (the "Company") of a Registration Statement on
Form S-3 (the "Registration Statement') with the Securities and Exchange
Commission (the "Commission") covering the offering of 104,856 shares of the
Company's Common Stock to be sold by certain stockholders, as described in the
Registration Statement (the "Common Stock").
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Company's Certificate of Incorporation and Bylaws
and the originals or copies certified to our satisfaction, of such records,
documents, certificates, memoranda and other instruments as in our judgment
are necessary or appropriate to enable us to render the opinion expressed below.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock is validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in
the Prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ D. BRADLEY PECK
- -----------------------
D. Bradley Peck
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated October 30, 1995, except for the preferred stock conversion described in
Note 10, which is as of November 7, 1995, appearing on page F-1 of Stac, Inc.'s
Annual Report on Form 10-K for the year ended September 30, 1995. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
- -----------------------------------
PRICE WATERHOUSE LLP
San Diego, California
October 30, 1996
