<PAGE> 1
As filed with the Securities and Exchange Commission on March 25, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
NOVADIGM, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 22-3160347
------------------------------------------ ------------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
185 Berry Street
Suite 3515
San Francisco, CA 94107
(415) 541-8420
(Address, including zip code, and telephone number of Registrant's principal
executive offices)
1992 STOCK OPTION PLAN
(Full title of the plan)
Albion J. Fitzgerald
President and Chief Executive Officer
Novadigm, Inc.
185 Berry Street
Suite 3515
San Francisco, CA 94107
(201) 512-1000
(Name, address, and telephone number, including area code, of agent for
service)
Copies to:
DOUGLAS H. COLLOM, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94306
(415) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
=====================================================================================================================
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share (1) Price Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 1,500,000 $4.44 $6,656,250 $2,018.18
=====================================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
March 24, 1997.
<PAGE> 2
The contents of the Registrant's Form S-8 and S-3 Registration
Statement (Registration No. 333-00224) dated January 10, 1996 are incorporated
herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Document
------- --------
<S> <C>
4.1* 1992 Stock Option Plan and form of option agreement.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
</TABLE>
* Incorporated by reference to exhibit filed with the Company's
Registration Statement on Form S-1 (File No. 33-92746) in the form declared
effective on July 13, 1995.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Novadigm, Inc., 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 this 24th day of March, 1997.
NOVADIGM, INC.
By: /s/ Wallace D. Ruiz
--------------------------------------
Wallace D. Ruiz
Vice President, Finance, Treasurer, and
Chief Financial Officer (Principal Financial and
Accounting Officer)
II-3
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Wallace D. Ruiz as his
attorney-in-fact, with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement on
Form S-8 (including post-effective amendments), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his 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>
<CAPTION>
<S> <C> <C>
Signature Title Date
---------------------------- --------------------------------------------- -------------
s/ Albion J. Fitzgerald Chairman of the Board, Chief Executive Officer March 24, 1997
----------------------------- and President (Principal Executive Officer)
(Albion J. Fitzgerald)
/s/ Wallace D. Ruiz Vice President Finance, Treasurer and Chief March 24, 1997
----------------------------- Financial Officer (Principal Financial and
(Wallace D. Ruiz) Accounting Officer)
/s/ Robert B. Anderson Executive Vice President, Chief Operating March 24, 1997
----------------------------- Officer, Secretary and Director
(Robert B. Anderson)
/s/ Dennis DeCoste Director March 24, 1997
- -----------------------------
(Dennis DeCoste)
/s/ Michele Axelson Director March 24, 1997
- -----------------------------
(Michele Axelson)
/s/ H. Kent Petzold Director March 24, 1997
- -----------------------------
(H. Kent Petzold)
</TABLE>
II-4
<PAGE> 5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
EXHIBITS
___________________________________
Registration Statement on Form S-8
Novadigm, Inc.
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
------ ------- ------------
<S> <C>
4.1* 1992 Stock Option Plan and form of option agreement . . . . . . . . . . . . . . . . -
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation . . . . . 7
23.1 Consent of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . 8
23.2 Consent of Counsel (included in Exhibit 5.1). . . . . . . . . . . . . . . . . . . . -
24.1 Power of Attorney (see page II-4) . . . . . . . . . . . . . . . . . . . . . . . . . -
</TABLE>
* Incorporated by reference to exhibit filed with the Company's Registration
Statement on Form S-1 (File No. 33-92746) in the form declared effective on
July 13, 1995.
<PAGE> 1
Exhibit 5.1
March 24, 1997
Novadigm, Inc.
185 Berry Street
Suite 3515
San Francisco, CA 94107
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about March 25, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 1,500,000 shares (the
"Shares") of your Common Stock reserved for issuance under the 1992 Stock
Option Plan (the "Plan"). As your legal counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the sale and issuance of the Shares pursuant to the
Plan.
It is our opinion that, when issued and sold in the manner described in the
Plan and pursuant to the agreements which accompany each grant under the Plan,
the Shares will be legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to incorporation by
reference in this Registration Statement on Form S-8 of our report dated April
26, 1996 included in the Annual Report on Form 10-K of Novadigm, Inc. for the
year ended March 31, 1996.
Arthur Andersen LLP
San Jose, California
March 24, 1997
