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As filed with the Securities and Exchange Commission on February 21, 1997
Registration No. 333-18189
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OBJECTIVE SYSTEMS INTEGRATORS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 68-0239619
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(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)
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1994 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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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)
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Copies to:
CHRIS FENNELL, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94306
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
===============================================================================
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)
- --------------------------------------------------------------------------------
See Below.* N/A* N/A* N/A* N/A*
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*No additional securities are to be registered, and registration fees were paid
upon filing of the original Registration Statement No. 333-18189. Therefore, no
further registration fee is required.
================================================================================
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OBJECTIVE SYSTEMS INTEGRATORS, INC.
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to certain Registration
Statement on Form S-8 (File No. 333-18189) (the "Registration Statement") is
being filed pursuant to Rule 414 under the Securities Act of 1933, as amended
(the "Act") by Objective Systems Integrators, Inc., a Delaware corporation ("OSI
Delaware" or the "Registrant"), which is the successor to Objective Systems
Integrators, Inc., a California corporation ("OSI California"), following a
statutory merger effective on January 28, 1997 (the "Merger") for the purpose of
changing OSI California's state of incorporation. Prior to the Merger, OSI
Delaware had no assets or liabilities other than nominal assets or liabilities.
In connection with the Merger, OSI Delaware succeeded by operation of law to all
of the assets and liabilities of OSI California. The Merger was approved by the
shareholders of OSI California at a meeting for which proxies were solicited
pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended
(the "1934 Act").
Except as modified by this Amendment No. 1, OSI Delaware, by virtue of this
Amendment, expressly adopts the Registration Statement as its own registration
statement for all purposes of the Act and the 1934 Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The contents of the Registration Statement are incorporated herein by
reference. In addition, there are hereby incorporated by reference in this
Amendment to the Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1996, filed pursuant to Section 13 of the 1934 Act; and
(b) The Registrant's Quarterly report on Form 10-Q for the quarter
ended September 30, 1996, filed pursuant to Section 13 of the 1934 Act.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1996, filed pursuant to Section 13 of the 1934 Act.
(d) Description of Registrant's Common Stock contained in the
Registrant's Registration Statement of Certain Successor Issuers on Form 8-B,
filed pursuant to Section 12(g) of the 1934 Act, which was declared effective on
February 5, 1997.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS.
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Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except for
liability (i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
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The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Registrant believes that indemnification
under its Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Registrant's Bylaws also permit the Registrant to
secure insurance on behalf of any officer, director, employee or other agent for
any liability arising out of his or her actions in such capacity, regardless of
whether the Registrant would have the power to indemnify him or her against such
liability under the General Corporation Law of Delaware. The Registrant
currently has secured such insurance on behalf of its officers and directors.
The Registrant has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Registrant's
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Registrant's directors and officers for certain expenses
(including attorney's fees), judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of the Registrant, arising out of such person's services as a director or
officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not Applicable.
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ITEM 8. EXHIBITS.
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Exhibit
Number Document
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23.1 Independent Auditors' Consent
ITEM 9. UNDERTAKING.
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(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 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;
(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)(ii) do not apply
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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 1934 Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Act, 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to
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Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the 1934 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.
(c) 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 hereunder, 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
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-8 and has duly caused this Post-
Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Folsom,
State of California, on this 20th day of February, 1997.
OBJECTIVE SYSTEMS INTEGRATORS, INC.
By: /s/ Joseph T. Ambrozy
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Joseph T. Ambrozy
President, Chief Executive Officer
and Director
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POWER OF ATTORNEY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-
EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENTS ON FORM S-8 HAS BEEN
SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Joseph T. Ambrozy President, Chief Executive February 20, 1997
- ----------------------------- Officer and Director
(Joseph T. Ambrozy) (Principal Executive
Officer)
/s/ David M. Allen Vice President, Finance and February 20, 1997
- ----------------------------- Administration, and Chief
(David M. Allen) Financial Officer (Principal
Financial and Accounting
Officer)
* Tom L. Johnson Co-Chairman of the Board of
- ----------------------------- Directors
(Tom L. Johnson)
* Richard G. Vento Co-Chairman of the Board of
- ----------------------------- Directors
(Richard G. Vento)
* George F. Schmitt Director
- -----------------------------
(George F. Schmitt)
* Jonathan B. Shantz Director
- -----------------------------
(Jonathan B. Shantz)
* Kornel Terplan, Ph.D. Director
- -----------------------------
(Kornel Terplan, Ph.D.)
*By: /s/ Joseph T. Ambrozy February 20, 1997
- -----------------------------
Joseph T. Ambrozy
Attorney-in-Fact
</TABLE>
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Exhibit 23.1
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-18189 of Objective Systems Integrators,
Inc. on Form S-8 of our reports dated August 2, 1996 and September 25, 1996,
appearing in the Annual Report on Form 10-K of Objective Systems Integrators,
Inc. for the year ended June 30, 1996.
/s/ DELOITTE & TOUCHE LLP
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Deloitte & Touche LLP
San Jose, California
February 20, 1997
