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As filed with the Securities and Exchange Commission on October 31, 1997
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CORNERSTONE IMAGING, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 77-0104275
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1710 FORTUNE DRIVE, SAN JOSE, CA 95131
(Address of principal executive offices) (Zip Code)
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CORNERSTONE IMAGING, INC.
1993 STOCK OPTION/STOCK ISSUANCE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of Plans)
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THOMAS T. VAN OVERBEEK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CORNERSTONE IMAGING, INC.
1710 FORTUNE DRIVE, SAN JOSE, CA 95131
(Name and address of agent for service)
(408) 435-8900
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
1993 Stock Option/Stock Issuance Plan
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Options 400,000 N/A N/A N/A
Common Stock, $.01 par value 400,000 $4.94 $1,976,000 $599
Employee Stock Purchase Plan
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Common Stock, $.01 par value 50,000 $4.94 $247,000 $75
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1993 Stock Option/Stock
Issuance Plan and the Employee Stock Purchase Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of Cornerstone Imaging, Inc.'s outstanding shares of 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 prices per share of Common Stock of Cornerstone Imaging, Inc. on
October 27, 1997 as reported by the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Cornerstone Imaging, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
a. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, including any amendment thereto;
b. The Registrant's Quarterly Reports on Forms 10-Q for the fiscal
quarters ended March 31, 1997 and June 30, 1997, including any
amendment thereto; and
c. The Registrant's Registration Statement No. 0-22292 on Form 8-A
filed with the SEC on August 23, 1993 pursuant to Section 12 of
the Securities and Exchange Act of 1934 (the "1934 Act") in which
there is described the terms, rights and provisions applicable to
the Registrant's outstanding Common Stock, including any
amendment thereto.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of 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 deregisters 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.
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 Delaware General Corporation Law authorizes a
court to award or a corporation's board of directors to grant indemnification
to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of
1933, as amended (the "1933 Act"). The Registrant's Bylaws provide for
mandatory indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted
by the Delaware General Corporation Law. The Registrant's Certificate of
Incorporation provides that, pursuant to Delaware law, its directors shall
not be liable for monetary damages for breach of a director's fiduciary duty
as a director to the Company and its stockholders. This provision in the
Certificate of Incorporation does not eliminate a director's fiduciary duty,
and in appropriate circumstances equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware law.
In addition, each director will continue to be subject to liability for
breach of the director's duty of loyalty to the Company for acts or omissions
not in good faith or involving intentional misconduct, for knowing violations
of law, for actions leading to improper personal benefit to the director, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a
director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors which
provide the Registrant's officers and directors with further indemnification
to the maximum extent permitted by the Delaware General Corporation Law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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Item 8. EXHIBITS
Exhibit Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 0-22292 on
Form 8-A and any amendment thereto which are incorporated
herein by reference pursuant to Item 3(c) of this
Registration Statement.
5 Opinion and Consent of Gunderson Dettmer Stough Villenueve
Franklin & Hachigian, LLP.
23.1 Consent of Independent Auditors - Coopers & Lybrand L.L.P.
23.2 Consent of Gunderson Dettmer Stough Villenueve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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, (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, and (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 clauses (1)(i) and (1)(ii) shall not apply if
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
into the 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 Registrant's 1993 Stock Option/Stock
Issuance Plan and the Employee Stock Purchase Plan.
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 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been informed that, in the opinion of the SEC, 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.
II-2
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SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 San Jose, State of California, on this 30th day of October, 1997.
Cornerstone Imaging, Inc.
By /s/ Thomas T. van Overbeek
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Thomas T. van Overbeek
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Cornerstone Imaging,
Inc., a Delaware corporation, do hereby constitute and appoint Thomas T. van
Overbeek and John Finegan, and each of them, the lawful attorneys 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 1933 Act, and any rules or regulations or requirements of the
SEC 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
all that said attorneys and agents, or any 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 1933 Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signatures Title Date
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/s/ Thomas T. van Overbeek President, Chief October 30, 1997
- ------------------------------ Executive Officer and
Thomas T. van Overbeek Director (Principal
Executive Officer)
/s/ John Finegan Chief Financial October 30, 1997
- ------------------------------ Officer and Secretary
John Finegan (Principal Financial
and Accounting Officer)
II-3
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Signatures Title Date
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/s/ E. David Crockett Chairman of the Board October 30, 1997
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E. David Crockett
/s/ James E. Crawford, III Director October 30, 1997
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James E. Crawford, III
/s/ Stephen J. Sheafor Director October 30, 1997
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Stephen J. Sheafor
/s/ Bruce Silver Director October 30, 1997
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Bruce Silver
/s/ Daniel D. Tompkins Director October 30, 1997
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Daniel D. Tompkins
II-4
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EXHIBIT INDEX
Exhibit Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 0-22292 on
Form 8-A and any amendment thereto which are incorporated
herein by reference pursuant to Item 3(c) of this
Registration Statement.
5 Opinion and Consent of Gunderson Dettmer Stough Villenueve
Franklin & Hachigian, LLP.
23.1 Consent of Independent Auditors - Coopers & Lybrand L.L.P.
23.2 Consent of Gunderson Dettmer Stough Villenueve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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EXHIBIT 5
October 31, 1997
Cornerstone Imaging, Inc.
1710 Fortune Drive
San Jose, CA 95131
Re: Cornerstone Imaging, Inc. (the "Company") Registration Statement
for Offering of 450,000 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 400,000 shares of Common Stock
under the Company's 1993 Stock Option/Stock Issuance Plan and 50,000 shares of
Common Stock under the Company's Employee Stock Purchase Plan. We advise you
that, in our opinion, when such shares have been issued and sold pursuant to the
applicable provisions of the 1993 Stock Option/Stock Issuance Plan and Employee
Stock Purchase Plan and in accordance with the Registration Statement, such
shares will be validly issued, fully paid and nonassessable shares of the
Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
GUNDERSON DETTMER STOUGH VILLENEUVE
FRANKLIN & HACHIGIAN, LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Cornerstone Imaging, Inc., on Form S-8 of our report dated January 31, 1997
(except Note 13 as to which the date is February 14, 1997) on our audit of the
financial statements of Cornerstone Imaging, Inc. as of December 31, 1996 and
1995 and for each of the three years in the period ended December 31, 1996,
appearing in the 1996 Annual Report on Form 10K.
/s/ COOPERS & LYBRAND L.L.P.
San Jose, California
October 30, 1997
