<PAGE>
As filed with the Securities and Exchange Commission on December 24, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
OBJECTIVE SYSTEMS INTEGRATORS, INC.
(Exact name of Registrant as specified in its charter)
___________________
Delaware 68-0239619
------------------------ -------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
100 BLUE RAVINE ROAD
FOLSOM, CALIFORNIA 95630
(Address, including zip code, of Registrant's principal executive offices)
___________________
1994 STOCK OPTION PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
___________________
PHILIP N. CARDMAN, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
OBJECTIVE SYSTEMS INTEGRATORS, INC.
100 BLUE RAVINE ROAD
FOLSOM, CALIFORNIA 95630
(916) 353-2400
(Name, address, and telephone number, including area code, of agent for service)
___________________
Copies to:
CHRIS FENNELL, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 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 PRICE FEE(1)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value.............. 3,800,000 shares $ 9.344 $35,507,200.00 $10,474.63
==================================================================================================================
</TABLE>
(1) Calculated 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
December 22, 1997.
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<PAGE>
The contents of the Registrant's Form S-8 Registration Statement Nos. 333-
00986 and 333-18189, as filed with the Commission on February 5, 1996 and
December 19, 1996, respectively, and the Registrant's Post-Effective Amendment
No. 1 to Form S-8 Registration Statement Nos. 333-00986 and 333-18189, as filed
with the Commission on February 21, 1997, are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
--------
<TABLE>
<CAPTION>
Exhibit
Number Document
- ------- --------
<C> <S>
4.1* 1994 Stock Option Plan, as amended, and form of agreement
4.2* 1995 Employee Stock Purchase Plan, as amended, and form of
agreement
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation.
23.1 Independent Auditor's Consent
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 3).
</TABLE>
___________________
* Incorporated by reference to the Exhibits filed with the Registrant's
Report on Form 10-K for the fiscal year ended June 30, 1997, File No.
0-27306, as filed with the Securities and Exchange Commission on
September 29, 1997.
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Objective Systems Integrators, 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 Folsom,
State of California, on this 24th day of December, 1997.
OBJECTIVE SYSTEMS INTEGRATORS, INC.
By: /s/ Philip N. Cardman
------------------------------
Philip N. Cardman
Vice President, General Counsel
and Secretary
2
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Tom L. Johnson,
Richard G. Vento and Philip N. Cardman his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any 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 each of said attorneys-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>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Tom L. Johnson Co-Chairman of the Board of December 24, 1997
- --------------------------------------- Directors and Co-Chief
(Tom L. Johnson) Executive Officer (Principal)
Executive Officer)
/s/ Richard G. Vento
- --------------------------------------- Co-Chairman of the Board of December 24, 1997
(Richard G. Vento) Directors and Co-Chief
Executive Officer (Principal)
Executive Officer)
/s/ David M. Allen
- --------------------------------------- Vice President, Finance and December 24, 1997
(David M. Allen) Administration, and Chief
Financial Officer (Principal
Financial and Accounting
Officer)
/s/ George F. Schmitt
- --------------------------------------- Director December 24, 1997
(George F. Schmitt)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Jonathan B. Shantz
- --------------------------------------- Director December 24, 1997
(Jonathan B. Shantz)
/s/ Kornel Terplan, Ph.D.
- --------------------------------------- Director December 24, 1997
(Kornel Terplan, Ph.D.)
</TABLE>
4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ------- ------- ------------
<C> <S> <C>
4.1* 1994 Stock Option Plan, as amended, and form of agreement.......
4.2* 1995 Employee Stock Purchase Plan, as amended, and form of
agreement.......................................................
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation.....................................................
23.1 Independent Auditor's Consent...................................
23.2 Consent of Counsel (included in Exhibit 5.1)....................
24.1 Power of Attorney (see page 3)...............................
</TABLE>
_____________________
* Incorporated by reference to the Exhibits filed with the Registrant's Report
on Form 10-K for the fiscal year ended June 30, 1997, File No. 0-27306, as
filed with the Securities and Exchange Commission on September 29, 1997.
<PAGE>
Exhibit 5.1
-----------
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
December 24, 1997
Objective Systems Integrators, Inc.
100 Blue Ravine Road
Folsom, California 95630
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
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 December 24, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 3,000,000 additional shares of your
Common Stock reserved for issuance under the 1994 Stock Option Plan and of
800,000 additional shares of your Common Stock reserved for issuance under the
1995 Employee Stock Purchase Plan. Such shares of Common Stock are referred to
herein as the "Shares", and such plans are referred to herein as the "Plans".
As your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the issuance and sale of the Shares pursuant to the
Plans.
It is our opinion that, when issued and sold in the manner described in the
Plans and pursuant to the agreements which accompany each grant under the Plans,
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,
/s/ Wilson Sonsini Goodrich & Rosati
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
Exhibit 23.1
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Objective Systems Integrators, Inc. on Form S-8 of our reports dated August 5,
1997 appearing in and incorporated by reference in the Annual Report on Form 10-
K of Objective Systems Integrators, Inc. for the year ended June 30, 1997.
/s/ DELOITTE & TOUCHE LLP
- ----------------------------
DELOITTE & TOUCHE LLP
San Jose, California
December 23, 1997
