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Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
FRITZ COMPANIES, INC.
(Exact name of issuer as specified in its charter)
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Delaware 94-3083515
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
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706 Mission Street, Suite 900, San Francisco, California 94103
(Address of principal executive offices) (Zip Code)
FRITZ COMPANIES, INC. 1992 OMNIBUS EQUITY INCENTIVE PLAN
(Full title of the plan)
Lynn C. Fritz
Fritz Companies, Inc.
706 Mission Street, Suite 900, San Francisco, California
94103 (Name and address of agent for service)
Telephone number, including area code, of agent for service: (415) 904-8360
Copy to:
John F. Seegal, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, California 94111-3143
Calculation of Registration Fee
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================================================================================
Proposed
Proposed Maximum
Title of Maximum Aggregate Amount of
Securities to Amount to be Offering Price Offering Registration
be Registered Registered Per Share* Price* Fee*
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Common Stock 1,500,000 $6.3125 $9,468,750 $2,794
shares
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* Estimated solely for the purpose of calculating the registration fee on the
basis of $6.3125 per share, the average of the high and low prices for the
Common Stock on October 14, 1998 as reported by NASDAQ.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of Fritz Companies, Inc. (the "Company")
filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"); (ii) all other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Company's latest annual report; and (iii) the description of the
Company's common stock set forth in the Company's Registration Statement on Form
8-A relating thereto, including any amendment or report filed for the purpose of
updating such description. All documents filed by the Company after the date of
this registration statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment (that
indicates all securities offered have been sold or deregisters all securities
then remaining unsold), shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article FIFTH of the Company's Certificate of Incorporation provides that
directors of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director, to
the fullest extent permitted by the General Corporation Law of the State of
Delaware (the "DGCL").
Article V of the Company's Bylaws provides for indemnification of officers and
directors to the full extent and in the manner permitted by Delaware law.
Section 145 of the DGCL makes provision for such indemnification in terms
sufficiently broad to cover officers and directors under certain circumstances
for liabilities arising under the Securities Act of 1933.
The Company has obtained officers, and directors' liability insurance which
provides coverage against various types of liabilities, including liabilities
which could arise under the Securities Act of 1933.
The Company has entered into indemnification agreements with each director and
officer which provide indemnification under certain circumstances for acts and
omissions which may not be covered by any directors' and officers' liability
insurance.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
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4.1 Fritz Companies, Inc. 1992 Omnibus Equity Incentive Plan, as amended
(incorporated by reference to Exhibit 4.1 to the registrant's
Registration Statements on Form S-8, Commission File Nos. 33-57238,
33-78472 and 333-15921).
4.2 Form of Nonqualified Stock Option Agreement (incorporated by reference
to Exhibit 4.2 to the registrant's Registration Statement on Form S-8,
Commission File No. 33-57238).
4.3 Form of Restricted Stock Agreement (incorporated by reference to Exhibit
4.3 to the registrant's Registration Statement on Form S-8, Commission
File No. 33-57238).
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included in Exhibit 5.1.
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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) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the 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 paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8 and 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 section 15(d) of the Securities Exchange Act of 1934 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
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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.
(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.
(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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) 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 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.
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Signatures
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, 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 the 12th day of
October, 1998.
Fritz Companies, Inc.
(Registrant)
/s/ Lynn C. Fritz
-----------------------------
Lynn C. Fritz
Chairman of the Board and
Chief Executive Officer
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
dated indicated.
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Signature Title Date
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Principal Executive Officer:
/s/ Lynn C. Fritz
- -----------------------------------
Lynn C. Fritz Chairman of the Board October 12, 1998
and Chief Executive Officer
Principal Financial and Accounting
Officer:
/s/ Robert Arovas
- -----------------------------------
Robert Arovas Chief Financial Officer October 12, 1998
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Directors:
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/s/ Lynn C. Fritz
- -----------------------------------
Lynn C. Fritz Director October 12, 1998
/s/ James Gilleran
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James Gilleran Director October 12, 1998
/s/ Paul S. Otellini
- -----------------------------------
Paul S. Otellini Director October 12, 1998
/s/ Preston Martin
- -----------------------------------
Preston Martin Director October 12, 1998
- -----------------------------------
Dennis L. Pelino Director ----------, 1998
/s/ William J. Razzouk
- -----------------------------------
William J. Razzouk Director October 12, 1998
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A majority of the members of the Board of Directors.
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EXHIBIT INDEX
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4.1 Fritz Companies, Inc. 1992 Omnibus Equity Incentive Plan, as amended
(incorporated by reference to Exhibit 4.1 to the registrant's
Registration Statements on Form S-8, Commission File Nos. 33-57238,
33-78472 and 333-15921).
4.2 Form of Nonqualified Stock Option Agreement (incorporated by reference
to Exhibit 4.2 to the registrant's Registration Statement on Form S-8,
Commission File No. 33-57238).
4.3 Form of Restricted Stock Agreement (incorporated by reference to Exhibit
4.3 to the registrant's Registration Statement on Form S-8, Commission
File No. 33-57238).
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included in Exhibit 5.1.
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EXHIBIT 4.1
AMENDMENT NO. 2 TO THE
FRITZ COMPANIES, INC.
1992 OMNIBUS EQUITY INCENTIVE PLAN
(Amended May 17, 1994)
FRITZ COMPANIES, INC., having adopted the Fritz Companies, Inc.
1992 Omnibus Equity Incentive Plan (the "Plan"), effective as of October 10,
1992, and amended and restated the Plan on one subsequent occasion, hereby
amends the restated Plan, effective as of September 29, 1998, by deleting the
numeral 3,020,000 from the first paragraph of Section 4.1 thereof in each place
where it appears and substituting the numeral 6,040,000 therefor.
IN WITNESS WHEREOF, Fritz Companies, Inc., by its duly authorized
officer, has executed this Amendment No. 2 on the date indicated below.
FRITZ COMPANIES, INC.
Dated: October 15, 1998 By /s/ Jan H. Raymond
----------------------------
Title: Senior Vice President
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EXHIBIT 5.1
October 12, 1998
Fritz Companies, Inc.
706 Mission Street
San Francisco, CA 94103
Re: Fritz Companies, Inc. 1992 Omnibus Equity Incentive Plan, as
Amended
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with
the proposed issuance pursuant to the Fritz Companies, Inc. 1992 Omnibus Equity
Incentive Plan, as amended (the "Plan"), of up to 1,500,000 additional shares of
common stock, $.01 par value ("Common Stock"), of Fritz Companies, Inc., a
Delaware corporation (the "Company").
We have examined instruments, documents, and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the following: (a) the
authenticity of original documents and the genuineness of all signatures; (b)
the conformity to the originals of all documents submitted to us as copies; and
(c) the truth, accuracy, and completeness of the information, representations,
and warranties contained in the records, documents, instruments, and
certificates we have reviewed.
Based on such examination, we are of the opinion that the
1,500,000 additional shares of Common Stock to be issued by the Company pursuant
to the Plan are validly authorized shares of Common Stock, and, when issued in
accordance with the provisions of the Plan, will be legally issued, fully paid,
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
this Registration Statement on Form S-8 and to the use of our name wherever it
appears in said Registration Statement. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this opinion, as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors
Fritz Companies, Inc.
We consent to the use of our report incorporated herein by reference in the
Registration Statement on Form S-8.
/s/ KPMG Peat Marwick LLP
San Francisco, California
October 14, 1998.
