<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CFI PROSERVICES, INC.
---------------------
(Exact name of Registrant as specified in its charter)
Oregon
------
(State or other jurisdiction of incorporation or organization)
93-0704365
----------
(I.R.S. Employer Identification Number)
400 S.W. Sixth Avenue, Portland, Oregon 97204
- -----------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Restated Outside Director Compensation and Stock Option Plan
Consolidated and Restated Stock Option Plan
Employee Savings and Stock Ownership Plan
Nonqualified Option Agreements dated January 21, 1999
------------------------------------------------------------
(Full title of the Plan)
Matthew W. Chapman
Chairman and Chief Executive Officer
400 S.W. Sixth Avenue
Portland, Oregon 97204
------------------------------------
(Name and address of agent for service)
(503) 274-7280
--------------
(Telephone number, including area code, of agent for service)
copies to:
F. Scott Farleigh
David R. Ludwig
Farleigh, Wada & Witt, P.C.
121 S.W. Morrison Street, Suite 600
Portland, Oregon 97204
(503) 228-6044
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount maximum maximum
Securities to be offering aggregate Amount of
to be Registered price per offering Registration
Registered <F1> share price Fee
- ---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common 552,015 $10.125 $5,589,151.88 $1,553.78
Stock, no <F2>
par value
Common 106,485 $12.25 $1,304,441.25 $ 362.63
Stock, no <F3>
par value
Common 175,000 $10.125 $1,771,875.00 $ 492.58
Stock, no <F2>
par value
Common 20,000 $11.375 $ 227,500.00 $ 63.25
Stock, no <F3>
par value
------- --------- -------------- ---------
Total 853,500 $8,892,968.13 $2,472.25
<FN>
<F1>
1. The Registrant filed a Registration Statement Form S-8 on or
about October 19, 1993, and a Registration Statement on Form
S-8 on September 4, 1996, to register its shares of common
stock reserved for issuance under certain plans, including
the first two plans identified above. The Registration
Statement registers an additional 100,000 and 500,000 shares,
respectively, under the first two plans identified above and
78,500 under the agreements identified above.
<F2>
2. Computed pursuant to Rule 457(c) promulgated under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the total registration fee, based upon the
average of the high and low prices of the common stock as
reported on Nasdaq Stock Market on September 21, 1999.
<F3>
3. Computed pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the total registration fee, based upon the
exercise price of the outstanding options.
</FN>
</TABLE>
<PAGE> 2
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference herein the following
documents which have been filed with the Securities and Exchange
Commission (the ACommission@):
(a) The Company=s Annual Report on Form 10-K for the fiscal
year ended December, 31, 1998.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as
amended (the AExchange Act@) since the end of the
Registrant=s fiscal year ended December 31, 1998; and
(c) The description of the Registration=s Common Stock
contained in the Registrant=s Registration Statement
filed with the Commission pursuant to Section 12 of the
Exchange Act, including any amendment or report filed
for the purpose of updating that description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-
effective amendment hereto that indicates that all securities
offered have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document
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 other
subsequently filed document that also is incorporated or 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.
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<PAGE> 3
Item 6. Indemnification of Directors and Officers.
The Oregon Business Corporation Act (the AOBCA@) authorizes the
indemnification of an officer or director made party to a
proceeding because the officer or director is or was an officer
or director against liability (including amounts paid in
settlement) incurred in the proceeding and against expenses with
respect to the proceeding (including attorney fees) if: (a) the
conduct of the officer or director was in good faith, (b) the
officer or director reasonably believed that his conduct was in
the best interests of the corporation or at least not opposed to
its best interests, (c) in the case of a criminal proceeding, the
officer or director had no reasonable cause to believe his
conduct was unlawful, (d) in the case of any proceeding by or in
the right of the corporation, unless a court otherwise
determines, if such officer or director shall not have been
adjudged liable, and (e) in connection with any other proceeding
charging improper personal benefit to the director or officer,
unless a court otherwise determines, in which the director or
officer was not adjudged liable on the basis that personal
benefit was improperly received by the director or officer. The
Company=s Amended and Restated Articles of Incorporation, as
amended (the AArticles@), and Amended and Restated Bylaws require
the Company to indemnify officers and directors to the fullest
extent permissible by law.
The OBCA further provides that the Articles of Incorporation of a
corporation may provide that no director shall be personally
liable to a corporation or its shareholders for monetary damages
for conduct as a director, except that such provision does not
eliminate the liability of a director (i) for any breach of the
directors= duty of loyalty to the corporation or its shareholders
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii)
for any unlawful distribution as defined under the OBCA, or (iv)
for any transaction from which the director derived an improper
personal benefit. The Company=s Articles provide that, to the
fullest extent permissible by law, no director shall be
personally liable to the Company or its shareholders for money
damages.
The Registrant maintains a directors and officers liability
insurance policy providing for the insurance on behalf of any
person who is or was a director or officer of the Registrant and
its subsidiary companies against any liability incurred by such
person in any such capacity or arising out of such person=s
status as such. The insurer=s limit of liability under the
policy is $15,000,000 in the aggregate for all insured losses.
The policy contains various reporting requirements and is subject
to certain exclusions and limitations.
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 Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
3
<PAGE> 4
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- ----------------------
<S> <C>
4.1 Article III of the Registrant=s Amended and
Restated Articles of Incorporation as amended to
date (incorporated by reference to Exhibits
3.(i)(a), 3.(i)(b) and 3.(i)(c) of the
Registrant=s Registration Statement on Form S-1
as declared effective on August 17, 1993
(Registration No. 33-64894)).
4.2 Articles II, VII and VIII of the registrant=s
Restated Bylaws as amended to date (incorporated
by reference to Exhibits 3.(ii)(a) and 3.(ii)(b)
of the Registrant=s Registration Statement on
Form S-1 as declared effective on August 17,
1993 (Registration No. 33-64894)).
5.1 Opinion of Farleigh, Wada & Witt, P.C. with
respect to the legality of the securities being
registered.
23.1 Consent of Farleigh, Wada & Witt, P.C. (included
in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, independent
public accountants.
</TABLE>
Item 9. Undertakings.
The Registrant hereby undertakes:
(a) (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
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. 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 and 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
20 percent change in the maximum aggregate
offering price set forth in the
4
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ACalculation 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 (1)(i) and
(1)(ii) do not apply if this Registration
Statement is on Form S-3, Form S-8, or Form F-3
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 Section 15(d) of the
Exchange Act that are incorporated by reference
in this 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 the 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.
(4) If the Registrant is a foreign private issuer,
to file a post-effective amendment to the
Registration Statement to include any financial
statements required by Rule 3-19 at the start of
any delayed offering or throughout a continuous
offering. Financial statements and information
otherwise required by Section 10(a)(3) of the
Act need not be furnished, provided, that the
Registrant includes in the prospectus, by means
of a post-effective amendment, financial
statements required pursuant to this paragraph
(d), and other information necessary to ensure
that all other information in the prospectus is
at least as current as the date of those
financial statements. Notwithstanding the
foregoing, with respect to registration
statements and information required by Section
10(a)(3) of the Act or Rule 3-19 if such
financial statements and information are
contained in periodic reports filed with or
furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference
in the Form F-3.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing
of the Registrant=s annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan=s
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<PAGE> 6
annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in
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 the 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 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.
(d) The Company hereby undertakes to submit the Employee
Savings and Stock Ownership Plan (the APlan@) and any
amendment thereto to the Internal Revenue Service
(AIRS@) in a timely manner and to make all changes
required by the IRS in order to qualify the Plan.
6
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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 on Form S-8 to be
signed on its behalf by the undersigned, thereto duly authorized,
in the City of Portland, State of Oregon, on September 10, 1999.
CFI PROSERVICES, INC., an Oregon
corporation
By: /s/ Matthew W. Chapman
-------------------------------------
Matthew W. Chapman, Chairman and
Chief Executive Officer
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Dated
- --------- ----- -----
<S> <C> <C>
/s/ Matthew W. Chapman
- ---------------------- Chairman, Chief September 10, 1999
Matthew W. Chapman Executive Officer,
and Director
/s/ Robert P. Chamness
- ---------------------- President, Chief September 10, 1999
Robert P. Chamness Operating Officer,
and Director
/s/ Kurt W. Ruttum
- ---------------------- Vice President and September 10, 1999
Kurt W. Ruttum Chief Financial
Officer (Principal
Financial and
Accounting Officer)
/s/ Robert T. Jett
- ---------------------- Executive Vice September 11, 1999
Robert T. Jett President, Secretary,
and Director
/s/ J. Kenneth Brody
- ---------------------- Director September 13, 1999
J. Kenneth Brody
7
<PAGE> 8
/s/Lorraine O. Legg
- --------------------- Director September 14, 1999
Lorraine O. Legg
/s/ Eran S. Ashany
- --------------------- Director September 13, 1999
Eran S. Ashany
- --------------------- Director September __, 1999
Frank E. Brawner
/s/ L. B. Day
- --------------------- Director September 13, 1999
L. B. Day
</TABLE>
8
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- ----------------------
<S> <C>
4.1 Article III of the Registrant=s Amended and
Restated Articles of Incorporation as amended to
date (incorporated by reference to Exhibits
3.(i)(a), 3.(i)(b) and 3.(i)(c) of the
Registrant=s Registration Statement on Form S-1
as declared effective on August 17, 1993
(Registration No. 33-64894)).
4.2 Articles II, VII and VIII of the registrant=s
Restated Bylaws as amended to date (incorporated
by reference to Exhibits 3.(ii)(a) and 3.(ii)(b)
of the Registrant=s Registration Statement on
Form S-1 as declared effective on August 17,
1993 (Registration No. 33-64894)).
5.1 Opinion of Farleigh, Wada & Witt, P.C. with
respect to the legality of the securities being
registered.
23.1 Consent of Farleigh, Wada & Witt, P.C. (included
in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, independent
public accountants.
</TABLE>
9
<PAGE> 1
Exhibit 5.1
Farleigh Wada & Witt, P.C.
121 S.W. Morrison Street, Suite 600
Portland, Oregon 97204
September 22, 1999
CFI ProServices, Inc.
400 S.W. Sixth Avenue
Portland, Oregon 97204
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
You have requested the opinion of this firm with
respect to certain matters in connection with the Registration
Statement on Form S-8 (the ARegistration Statement@) to be filed
by you under the Securities Act of 1933, as amended (the
ASecurities Act@), for the purpose of registering the offer and
sale of up to 853,500 authorized but unissued shares (the
AShares@) of the Common Stock, no par value, of CFI ProServices,
Inc. (the ACompany@) reserved for issuance under the Company=s
Nonqualified Option Agreements dated January 21, 1999, First
Amendment to Restated Outside Director Compensation and Stock
Option Plan, Second Amendment to Consolidated and Restated Stock
Option Plan, and Employee Savings and Stock Ownership Plan
(collectively, the APlans@).
For the purpose of rendering the opinions contained in
this opinion letter, we have examined copies of:
(a) The Registration Statement;
(b) The Plans.
(c) The Company's Amended and Restated Articles of
Incorporation and Bylaws, each as amended to date; and the records of
certain corporate proceedings and actions taken by the directors of the Company
in connection with the offer and sale of the Shares; and
(d) Such other corporate records and documents as we have deemed
necessary or appropriate.
10
<PAGE> 2
CFI ProServices, Inc.
September 22, 1999
Page 2
In the course of our examination and investigations, we have
assumed the genuineness of all signatures on all documents and
the due execution and delivery of all documents requiring due
execution and delivery for the effectiveness thereof.
Based upon and subject to the foregoing, and in
reliance thereon, it is our opinion that the issuance of the
Shares has been duly authorized and that the Shares, when issued,
delivered and paid for in accordance with the terms of the Plans
will be legally issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit
to the Registration Statement. Subject to the foregoing
sentence, this opinion letter is delivered solely for your
benefit and may not be relied upon by, nor may a copy be
delivered to, any other person without our prior written consent.
In giving our consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7
of the Securities Act or the rules or regulations thereunder.
This opinion letter is delivered as of the date hereof and we
assume no obligation to advise you of any change that may
hereafter be brought to our attention.
Very truly yours,
FARLEIGH, WADA & WITT, P.C.
By: /s/ David R. Ludwig
--------------------------------
Exhibit 23.2
Arthur Andersen LLP
Public Accountants
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this registration statement on
Form S-8 of our report dated January 22, 1999, included in CFI ProServices,
Inc., dba Concentrex Incorporated=s Form 10-K for the year ended
December 31, 1998, and to all references to our
Firm included in this registration statement.
Portland, Oregon.
September 22, 1999
