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 93-0704365
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification Number)
400 S.W. SIXTH AVENUE, PORTLAND, OREGON 97204
(Address of Principal Executive Offices) (Zip Code)
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
(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>
- --------------------------------- ---------------- ------------------------ ----------------------- ----------------
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE PRICE FEE
- --------------------------------- ---------------- ------------------------ ----------------------- ----------------
<S> <C> <C> <C> <C>
COMMON STOCK, NO PAR VALUE 291,000(1) $7.8125(2) $2,273,437.50 $600.19
Total 291,000 $7.8125 $2,273,437.50 $600.19
- --------------------------------- ---------------- ------------------------ ----------------------- ----------------
<FN>
(1) The Registrant filed a Registration Statement on Form S-8 on September
28, 1999 to register 175,000 shares of common stock under the Registrant's
Employee Savings and Stock Ownership Plan. This Registration Statement registers
an additional 291,000 shares under that plan.
(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 high and low prices of the Common Stock as
reported on the Nasdaq stock market on March 16, 2000.
</FN>
</TABLE>
<PAGE>
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 "Commission"):
(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 "Exchange
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.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Oregon Business Corporation Act (the "OBCA") 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
"Articles"), 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.
<PAGE>
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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.
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;
<PAGE>
(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 "Calculation of
Registration Fee" table in the effective Registration
Statement.
<PAGE>
(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.
<PAGE>
(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 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 "Plan") and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely
manner and to make all changes required by the IRS in order
to qualify the Plan.
<PAGE>
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 March 6, 2000.
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
- ---------------------
Matthew W. Chapman Chairman, Chief Executive Officer March 6, 2000
and Director
/S/ROBERT P. CHAMNESS
- ---------------------
Robert P. Chamness President, Chief Operating March 6, 2000
Officer, and Director
/S/KURT W. RUTTUM
- -----------------
Kurt W. Ruttum Vice President and Chief March 6, 2000
Financial Officer (Principal
Financial and Accounting Officer)
/S/ROBERT T. JETT
- -----------------
Robert T. Jett Executive Vice President, March 6, 2000
Secretary and Director
/S/J. KENNETH BRODY
- -------------------
J. Kenneth Brody Director March 6, 2000
/S/LORRAINE O. LEGG
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Lorraine O. Legg Director March 6, 2000
/S/ERAN S. ASHANY
- -----------------
Eran S. Ashany Director March 6, 2000
/S/FRANK E. BRAWNER
- -------------------
Frank E. Brawner Director March 6, 2000
/S/L.B. DAY
- -----------
L. B. Day Director March 6, 2000
/S/ROBERT B. WITT
- -----------------
Robert B. Witt Director March 6, 2000
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number DESCRIPTION OF EXHIBITS
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.
EXHIBIT 5.1
Farleigh Wada & Witt, P.C.
121 S.W. Morrison Street, Suite 600
Portland, Oregon 97204
March 17, 2000
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
"Registration Statement") to be filed by you under the Securities Act of 1933,
as amended (the "Securities Act"), for the purpose of registering the offer and
sale of up to 291,000 authorized but unissued shares (the "Shares") of the
Common Stock, no par value, of CFI ProServices, Inc. (the "Company") reserved
for issuance under the Company's Employee Savings and Stock Ownership Plan (the
"Plan").
For the purpose of rendering the opinions contained in this
opinion letter, we have examined copies of:
(a) The Registration Statement;
(b) The Plan.
(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.
<PAGE>
CFI ProServices, Inc.
March 20, 2000
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 Plan 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
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.
Arthur Andersen LLP
Portland, Oregon.
March 17, 2000
