As filed with the Securities and Exchange Commission on July 19, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TELEPAD CORPORATION
--------------------------------------------------
(Exact Name of Issuer as Specified in Its Charter)
Delaware 52-1680936
- -------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
380 Herndon Parkway, Suite 1900, Herndon, Virginia 22070
- -------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Stock Option Plan for Non-Employee Directors
- --------------------------------------------------------------------------------
(Full Title of the Plan)
Mr. Donald W. Barrett
TELEPAD CORPORATION
380 Herndon Parkway, Suite 1900
Herndon, Virginia 22070
- --------------------------------------------------------------------------------
(Name Address of Agent for Service)
(703) 834-9000
- --------------------------------------------------------------------------------
Telephone Number, Including Area Code, of Agent for Service
Approximate date of proposed sale to the public: As soon as practicable and
from time to time after the effective date of this Registration Statement.
<TABLE>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee
======================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 20,001 shares $1.5625 (3) $ 31,252 (3) $ 10.78
$.01 par value 13,334 shares $7.3750 (3) $ 98,338 (3) $ 33.91
141,665 shares $4.3750 (4) $ 619,784 (4) $ 213.72
======================================================================================================================
Total 175,000 shares $ 749,374 $ 258.41
</TABLE>
(1) In addition, pursuant to rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for purposes of calculating the registration fee.
(3) Based, pursuant to Rule 457(h), on the exercise price of the related
option.
(4) Based, pursuant to Rule 457(c), on $4.375 per share, which was the average
of the bid and ask prices of the Registrant's Common Stock on the National
Association of Securities Dealers Automated Quotation System on July 17,
1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Annual Report on Form 10-KSB of TelePad Corporation (the
"Company") for the fiscal year ended December 31, 1995 heretofore filed with the
Securities and Exchange Commission (the "SEC") pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1996 and the description
of the Company's Common Stock incorporated by reference in the Company's
Registration Statement on Form 8-A filed on June 14, 1993, under the Exchange
Act, including any amendment or report filed for the purpose of updating such
description, and all other reports heretofore filed by the Company pursuant to
Sections 13(a) or 15(d) of the Exchange Act since December 31, 1995 are
incorporated herein by reference.
All documents filed subsequent to the filing date of this
Registration Statement with the SEC by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered by this Registration
Statement have been sold or which de-registers all such 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 the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement, except as indicated herein.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware permits indemnification of directors, officers and employees of
corporations under certain conditions and subject to certain limitations. In
addition, Section 102(b)(7) of the General Corporation Law of the State of
Delaware permits a corporation to provide, in its articles of incorporation,
that directors shall not have liability to the corporation or its stockholders
for monetary damages for breach of fiduciary duty, subject to certain prescribed
exceptions. Article Eleventh of the Second Restated Certificate of Incorporation
of the Company contains provisions for the indemnification of directors,
officers and employees within the limitations permitted by Section 145. In
addition, Article Sixth of the Second Restated Certificate of Incorporation of
the Company provides for the limitation on the personal liability of directors
permitted by Section 102(b)(7), subject to the exceptions required thereby.
-2-
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. Exhibits.
4.1 Second Restated Certificate of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form SB-2, File No. 33-61328.)
4.2 Amendment to Second Restated Certificate of Incorporation of
the Company. (Incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form SB-2, File
No. 33-61328.)
4.3 Amendment to Second Restated Certificate of Incorporation of
the Company. (Incorporated by reference to Exhibit 3.3 to
the Registrant's Registration Statement on Form SB-2, File
No. 33-90378.)
4.4 Form of By-Laws of the Company. (Incorporated by reference
to Exhibit 3.3 to the Registrant's Registration Statement on
Form SB-2, File No. 33-61328.)
*5.1 Opinion of Parker Chapin Flattau & Klimpl, LLP,
counsel to the Company, as to the legality of the
Common Stock being registered.
*23.1 Consent of Ernst & Young LLP, independent auditors.
*23.2 Consent of Parker Chapin Flattau & Klimpl (included in the
opinion filed as Exhibit 5.1 hereto).
*24.1 Powers of Attorney of certain officers and directors of the
Company (included on the signature page of this
Registration Statement).
99.1 Stock Option Plan for Non-Employee Directors. (Incorporated
by reference to Exhibit 10.22 to the Registrant's Annual
Report on Form 10-KSB for the year ended December 31, 1994).
- -----------------------------
*Filed herewith.
-3-
<PAGE>
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. 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 percent 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 this Registration Statement or
any material change to such information in this 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 with or furnished to the Commission by the Registrant
pursuant to Section 13 or 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 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) Insofar as indemnification for liabilities arising under the Act
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.
-4-
<PAGE>
SIGNATURES
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 Herndon, State of Virginia, on the 8th day of
July 1996.
TELEPAD CORPORATION
By /s/ Donald W. Barrett
----------------------------------------
Donald W. Barrett, Chairman of the Board of
Directors and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below does hereby constitute and appoint Donald W. Barrett,
Ronald C. Oklewicz, and Joseph J. Elkins, and each and either 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, without limitation,
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 and about the
premises, 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- -----
/s/ Donald W. Barrett
- ----------------------------- Chief Executive Officer July 8, 1996
Donald W. Barrett and Chairman of the
Board of Directors
(Principal Executive
Officer)
/s/ Ronald C. Oklewicz
- ----------------------------- President, Chief July 8, 1996
Ronald C. Oklewicz Operating Officer and
Director
/s/ Robert D. Russell
- ----------------------------- Chief Financial Officer July 8, 1996
Robert D. Russell (Principal Financial and
Accounting Officer)
/s/ John P. Diesel
- ---------------------------- Director July 10, 1996
John P. Diesel
<PAGE>
/s/ Sydney J. Dankman
- ----------------------------- Director July 8, 1996
Sydney J. Dankman
/s/ E. Donald Shapiro
- ----------------------------- Director July 11, 1996
E. Donald Shapiro
/s/ John M. Toups
- ----------------------------- Director July 10, 1996
John M. Toups
/s/ Alan B. Salisbury
- ----------------------------- Director July 11, 1996
Alan B. Salisbury
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
EXHIBITS
to
REGISTRATION STATEMENT ON FORM S-8
----------------------------------------
TELEPAD CORPORATION
================================================================================
<PAGE>
EXHIBIT INDEX
Exhibits Page No.
4.1 Second Restated Certificate of Incorporation of
the Company.(Incorporated by reference to Exhibit
3.1 to the Registrant's Registration Statement on
Form SB-2, File No. 33-61328.)
4.2 Amendment to Second Restated Certificate of
Incorporation of the Company. (Incorporated by
reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form SB-2, File
No. 33-61328.)
4.3 Amendment to Second Restated Certificate of
Incorporation of the Company. (Incorporated by
reference to Exhibit 3.3 to the Registrant's
Registration Statement on Form SB-2, File
No. 33-90378.)
4.4 Form of By-Laws of the Company. (Incorporated by
reference to Exhibit 3.3 to the Registrant's
Registration Statement on Form SB-2, File
No. 33-61328.)
*5.1 Opinion of Parker Chapin Flattau & Klimpl, LLP,
counsel to the Company, as to the legality of the
Common Stock being registered.
*23.1 Consent of Ernst & Young LLP, independent auditors.
*23.2 Consent of Parker Chapin Flattau & Klimpl (included
in the opinion filed as Exhibit 5.1 hereto).
*24.1 Powers of Attorney of certain officers and directors
of the Company (included on the signature page of
this Registration Statement).
99.1 Stock Option Plan for Non-Employee Directors.
(Incorporated by reference to Exhibit 10.22 to the
Registrant's Annual Report on Form 10-KSB for the
year ended December 31, 1994).
- --------------------------
*Filed herewith.
(PARKER CHAPIN FLATTAU & KLIMPL, LLP LETTERHEAD)
July 16, 1996
TelePad Corporation
380 Herndon Parkway, Suite 1900
Herndon, VA 22070
Gentlemen:
We have acted as counsel to TelePad Corporation, a Delaware corporation
(the "Company"), in connection with a Registration Statement on Form S-8 (the
"Registration Statement") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
offering of 175,000 shares (the "Shares") of Common Stock, $.01 par value per
share, to certain non-employee directors of the Company issuable upon exercise
of options which either have been, or may from time to time be, granted by the
Company under its Stock Option Plan for Non-Employee Directors (the "NESOP").
In connection with the foregoing, except as set forth in this
paragraph, we have examined originals or copies, satisfactory to us, of all such
corporate records and of all such agreements, certificates and other documents
as we have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. We have not examined each option contract in respect of options
granted under the NESOP. We have, however, examined the form of option contract
which the Company has advised us is the form of option contract used by it under
the NESOP. We have also been informed by the Company that each option contract
between the Company and option holders under the NESOP is substantially in the
form of the option contract we have examined. In all our examinations, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with the original documents of
all documents submitted to us as copies or facsimiles. As to any facts material
to such opinion, we have, to the extent that relevant facts were not
independently established by us, relied on certificates of public officials and
certificates of officers or other representatives of the Company.
<PAGE>
TelePad Corporation - 2 - July 16, 1996
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and paid for in accordance with the NESOP and in accordance
with the options issued in accordance with the NESOP, will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/S/ PARKER CHAPIN FLATTAU & KLIMPL, LLP
PARKER CHAPIN FLATTAU & KLIMPL, LLP
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-________) pertaining to the Non Employee Director
Stock Option Plan of TelePad Corporation of our report dated February 15, 1996,
with respect to the financial statements of TelePad Corporation included in its
Annual Report (Form 10-KSB) for the year ended December 31, 1995, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Vienna, Virginia
July 16, 1996
