<PAGE>
As filed with the Securities and Exchange Commission on April 19, 2000
Registration No. 333-
- --------------------------------------------------------------------------------
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 or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
101 Park Way, Folsom, CA 95630
(Address of Principal Executive Offices) (Zip Code)
OBJECTIVE SYSTEMS INTEGRATORS, INC.
1994 Stock Option Plan
(Full Title of the Plan)
Philip N. Cardman
Vice President, General Counsel and Secretary
Objective Systems Integrators, Inc.
101 Park Way
Folsom, CA 95630
(Name and Address of Agent For Service)
(916) 353-2400
(Telephone Number, Including Area Code,
of Agent For Service)
With a copy to:
Charles S. Farman, Esq.
Morrison & Foerster LLP
400 Capitol Mall, Ste. 2300
Sacramento, CA 95814
(916) 448-3200
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<PAGE>
Calculation of Registration Fee
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Securities Number of shares Offering Price Per Aggregate Amount of
to be Registered to be Registered Share Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 3,000,000 $6.75 $20,250,000 $5,346
- -------------------------------------------------------------------------------------------------------------
</TABLE>
* Calculated solely for purposes of this offering under Rule 457(c) of the
Securities Act of 1933 on the basis of the average of the high and low prices
per share of Objective Systems Integrators, Inc.'s Common Stock on the Nasdaq
National Market on April 17, 2000.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended, this Registration Statement is filed to register 3,000,000
additional shares of the Common Stock, no par value, of Objective Systems
Integrators, Inc. (the "Company") reserved for issuance under the terms of the
Objective Systems Integrators, Inc. 1994 Stock Option Plan. The contents of
Registrant's Form S-8 Registration Statement Nos. 333-00986, 333-18189, and 333-
43215 as filed with the Commission on February 5, 1996, December 19, 1996, and
December 24, 1997, respectively, the Registrant's Post-Effective Amendment No. 1
to Form S-8 Registration Statement No. 333-18189 as filed with the Commission on
February 21, 1997, and the Registrant's Report on Form 10-Q for the fiscal
quarter ended December 31, 1999 as filed with the Commission on February 14,
2000 are incorporated herein by reference.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exh. No. Description
- -------- -----------
<S> <C>
4.1* 1994 Stock Option Plan, as amended, and form of agreement
5.1 Opinion of Morrison & Foerster LLP as to the legality of the
securities being registered.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Morrison & Foerster LLP (contained in the opinion of
counsel filed as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
</TABLE>
__________________
* Incorporated by reference to the Exhibits filed with the Registrant's Report
on Form 10-K for the fiscal year ended June 30, 1999, File No. 000-27306, filed
with the Securities and Exchange Commission on September 28, 1999.
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 April 19, 2000.
OBJECTIVE SYSTEMS INTEGRATORS, INC.
By: /s/ Lawrence F. Fiore
---------------------------------
Lawrence F. Fiore
Vice President & Chief Financial Officer
II-1
<PAGE>
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
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 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 each of said attorneys-in-fact, or his substitute or substitutes,
may do or cause to be done by virtue thereof.
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
- --------------------------
Tom L. Johnson Co-Chairman of the Board of Directors April 19, 2000
and Co-Chief Executive Officer
(Principal Executive Officer)
/s/ Richard G. Vento
- --------------------------
Richard G. Vento Co-Chairman of the Board of Directors April 19, 2000
and Co-Chief Executive Officer
(Principal Executive Officer)
/s/ Lawrence F. Fiore
- --------------------------
Lawrence F. Fiore Vice-President, Finance and April 19, 2000
Administration, and Chief Financial
Officer (Principal Financial and
Accounting Officer)
/s/ Gary D. Cuccio
--------------------------
Gary D. Cuccio Director April 19, 2000
/s/ George F. Schmitt
- --------------------------
George F. Schmitt Director April 19, 2000
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- -------------------------- ---------------------------------------- -----------------------
<S> <C> <C>
/s/ Kornel Terplan
- --------------------------
Kornel Terplan, Ph.D Director April 19, 2000
</TABLE>
II-3
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF MORRISON & FOERSTER LLP]
April 19, 2000
Objective Systems Integrators, Inc.
101 Park Way
Folsom, CA 95630
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
to be filed by Objective Systems Integrators, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of 3,000,000
additional shares of the Company's common stock, no par value per share (the
"Common Stock"), reserved for issuance under the Company's 1994 Stock Option
Plan (the "Plan").
As counsel to the Company, we have examined the proceedings taken by the
Company in connection with the reservation of the 3,000,000 additional shares of
the Common Stock to be issued under the Plan.
It is our opinion that the 3,000,000 shares of Common Stock which may be
issued and sold by the Company, when issued and sold in the manner referred to
in the Registration Statement, will be legally and validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto.
Very truly yours,
/s/ MORRISON & FOERESTER
<PAGE>
EXHIBIT 23.1
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of Objective Systems Integrators, Inc. on Form S-8 of our report dated August 9,
1999 appearing in the Annual Report on Form 10-K for the year ended June 30,
1999.
/s/ Deloitte & Touche LLP
San Jose, California
April 19, 2000
