<PAGE>
As filed with the Securities and Exchange Commission on June 1, 2000
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
QRS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 68-0102251
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1400 MARINA WAY SOUTH
RICHMOND, CALIFORNIA 94804
(Address of principal executive offices) (Zip Code)
----------------------
QRS CORPORATION
1993 STOCK OPTION/STOCK ISSUANCE PLAN
SPECIAL NON-OFFICER STOCK OPTION PLAN
(Full title of the Plans)
----------------------
JOHN S. SIMON
CHIEF EXECUTIVE OFFICER
QRS CORPORATION
1400 MARINA WAY SOUTH
RICHMOND, CALIFORNIA 94804
(Name and address of agent for service)
(510) 215-5000
(Telephone number, including area code, of agent for service)
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Registered(1) Offering Price per Share (2) Aggregate Offering Price (2) Registration Fee
------------------------------------ -------------- ---------------------------- ---------------------------- ----------------
<S> <C> <C> <C> <C>
QRS CORPORATION 1993 STOCK
OPTION/STOCK ISSUANCE PLAN
Common Stock, $0.001 par value 800,000 shares $26.00 $20,800,000 $5,491.20
SPECIAL NON-OFFICER STOCK
OPTION PLAN 225,000 shares $26.00 $ 5,850,000 $1,544.40
---------
Aggregate Registration Fee $7,035.60
</TABLE>
(1) This Registration Statement shall also cover any additional shares
of the Registrant's Common Stock which become issuable under the
Registrant's 1993 Stock Option/Stock Issuance Plan or Special
Non-Officer Stock Option Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected
without the Registrant's receipt of consideration which results in an
increase in the number of the outstanding shares of Registrant's
Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average
of the high and low selling prices per share of the Registrant's
Common Stock on May 31, 2000 as reported by the Nasdaq National
Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
QRS Corporation (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed
with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 filed with the Commission on March 29, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000 filed with the Commission on May 15,
2000.
(c) The Registrant's Current Reports on Form 8-K filed with the
Commission on (i) January 28, 2000, and amended on March 27, 2000,
and (ii) March 24, 2000, and amended on May 23, 2000, respectively;
and
(d) The Registrant's Registration Statement No. 000-21958 on Form 8-A,
filed with the SEC on June 18, 1993 pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "1934 Act") in
which the terms, rights and provisions applicable to the
Registrant's Common Stock are described.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "1934 Act"), after the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
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 deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
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
(the "Delaware Law") empowers a Delaware corporation to indemnify any person
who is, or is threatened to be made, a party to any threatened, pending or
completed legal action, suit or proceedings, whether civil, criminal,
administrative or investigative (other than action by or in the right of such
corporation), by reason of the fact that such person was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation
or enterprise. The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal
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<PAGE>
proceedings, had no reasonable cause to believe his or her conduct was
illegal. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in the
performance of his or her duty. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such officer
or director actually and reasonably incurred.
In accordance with the Delaware Law, the Registrant's certificate of
incorporation limits the liability of its directors to the maximum extent
permitted by law. Under Delaware law, the Registrant's directors will not be
personally liable for monetary damages, except for liability relating to (i)
any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) any acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) any unlawful
payment of dividends or unlawful stock purchases or redemptions, as provided
in Section 174 of the Delaware General Corporation Law, or (iv) any
transaction from which a director derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify
its directors and may indemnify its other officers and 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 the indemnified parties. The Registrant's Bylaws
also permit it to obtain insurance on behalf of any officer, director,
employee of other agent for any liability arising out of his or her actions
in such capacity, regardless of whether the Bylaws have the power to
indemnify him or her under the General Corporation Law of Delaware. The
Registrant currently has obtained such insurance on behalf of its directors
and officers.
The Registrant has entered into agreements to indemnify its
directors and executive officers, in addition to the indemnification to which
they are entitled under the Registrant's Bylaws. These agreements, among
other things, indemnify the Registrant's directors and executive officers for
certain expenses (including attorneys' 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 executive 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
-----------------------------------
Not Applicable.
Item 8. Exhibits
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<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
-------------- -------
<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-21958
on Form 8-A, as amended, together with the exhibits
thereto, which is incorporated herein by reference
pursuant to Item 3(d) of this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Goldstein Golub Kessler LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of PricewaterhouseCoopers LLP.
23.5 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
99.1 QRS Corporation 1993 Stock Option/Stock Issuance Plan (as
amended and restated through March 22, 2000).
99.2 QRS Corporation Special Non-Officer Stock Option
Plan (as amended and restated through May 31, 2000).
99.3** Form of Notice of Grant of Stock Option
99.4** Form of Stock Option Agreement
99.5* Form of Addendum to Stock Option Agreement (Change in Control).
99.6* Form of Addendum to Stock Option Agreement (Financial Assistance).
99.7* Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
99.8* Form of Addendum to Stock Option Agreement (Special Tax Elections).
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<PAGE>
99.9* Form of Notice of Grant of Stock Option Agreement (Non-Employee Director - Initial Grant).
99.10* Form of Notice of Grant of Stock Option Agreement (Non-Employee Director - Subsequent Grant).
99.11** Form of Stock Option Agreement (Non-Employee Director).
99.12* Form of Stock Issuance Agreement.
99.13* Form of Addendum to Stock Issuance Agreement.
</TABLE>
* Exhibits 99.5 through 99.10, 99.12 and 99.13 are
incorporated herein by reference to Exhibits 99.3 through
99.9, 99.11 and 99.12, respectively, of Registrants'
Registration Statement No. 33-74734 on Form S-8 which was
filed with the SEC on February 2, 1994.
** Exhibits 99.3, 99.4 and 99.11 are incorporated herein
by reference to Exhibits 99.6, 99.7 and 99.14,
respectively, of Registrant's Registration Statement No.
33-66837 on Form S-8 which was filed with the SEC on
November 5, 1998.
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 1933 Act, as amended (the
"1933 Act"), (ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement and (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 clauses (1)(i) and (1)(ii)
shall not apply if the information required to be included in a
post-effective amendment by those clauses 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 into this Registration Statement; (2)
that for the purpose of determining any liability under the 1933 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; and (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 QRS Corporation 1993 Stock Option/Stock Issuance Plan (as
assumed by Registrant).
B. The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act that is incorporated by reference into this
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 1933 Act may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the indemnification
provisions summarized in Item 6 or otherwise, the Registrant has been advised
that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 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 1933 Act and will be governed by
the final adjudication of such issue.
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<PAGE>
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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond, State of
California on this 31st day of May, 2000.
QRS CORPORATION
By: /s/ John S. Simon
----------------------------
John S. Simon
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of QRS Corporation, a
Delaware corporation, do hereby constitute and appoint John S. Simon, Chief
Executive Officer and Shawn M. O'Connor, President, Chief Operating Officer
and Interim Chief Financial Officer and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys
and agents, and any one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of
1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all
said attorneys and agents, or any one of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------- ------------------------------------------------ --------------
<S> <C> <C>
/s/ John S. Simon Chief Executive Officer and Director (Principal May 31, 2000
------------------------------- Executive Officer)
John S. Simon
/s/ Shawn M. O'Connor President, Chief Operating Officer and Interim May 31, 2000
------------------------------- Chief Financial Officer (Principal Financial and
Shawn M. O'Connor Accounting Officer)
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<PAGE>
SIGNATURE TITLE DATE
------------------------------- ------------------------------------------------ --------------
/s/ Peter R. Johnson Chairman of the Board of Directors May 31, 2000
-------------------------------
Peter R. Johnson
/s/ Tania Amochaev Director May 31, 2000
-------------------------------
Tania Amochaev
/s/ Steven D. Brooks Director May 31, 2000
-------------------------------
Steven D. Brooks
/s/ David A. Cole Director May 31, 2000
-------------------------------
David A. Cole
/s/ John P. Dougall Director May 31, 2000
-------------------------------
John P. Dougall
/s/ Philip Schlein Director May 31, 2000
-------------------------------
Philip Schlein
/s/ Garen K. Staglin Director May 31, 2000
-------------------------------
Garen K. Staglin
/s/ Garth Saloner Director May 31, 2000
-------------------------------
Garth Saloner
</TABLE>
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
QRS CORPORATION
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
-------------- -------
<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-21958
on Form 8-A, as amended, together with the exhibits
thereto, which is incorporated herein by reference
pursuant to Item 3(d) of this Registration Statement. .
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Goldstein Golub Kessler LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of PricewaterhouseCoopers LLP.
23.5 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
99.1 QRS Corporation 1993 Stock Option/Stock Issuance Plan (as
amended and restated through March 22, 2000).
99.2 QRS Corporation Special Non-Officer Stock Option
Plan (as amended and restated through May 31, 2000).
99.3** Form of Notice of Grant of Stock Option
99.4** Form of Stock Option Agreement
99.5* Form of Addendum to Stock Option Agreement (Change in Control).
99.6* Form of Addendum to Stock Option Agreement (Financial Assistance).
99.7* Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
99.8* Form of Addendum to Stock Option Agreement (Special Tax Elections).
99.9* Form of Notice of Grant of Stock Option Agreement (Non-Employee Director - Initial Grant).
99.10* Form of Notice of Grant of Stock Option Agreement (Non-Employee Director - Subsequent Grant).
99.11** Form of Stock Option Agreement (Non-Employee Director).
99.12* Form of Stock Issuance Agreement.
99.13* Form of Addendum to Stock Issuance Agreement.
</TABLE>
* Exhibits 99.5 through 99.10, 99.12 and 99.13 are
incorporated herein by reference to Exhibits 99.3 through
99.9, 99.11 and 99.12, respectively, of Registrants'
Registration Statement No. 33-74734 on Form S-8 which was
filed with the SEC on February 2, 1994.
** Exhibits 99.3, 99.4 and 99.11 are incorporated herein
by reference to Exhibits 99.6, 99.7 and 99.14,
respectively, of Registrant's Registration Statement No.
33-66837 on Form S-8 which was filed with the SEC on
November 5, 1998.
