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As filed with the Securities and Exchange Commission on August 7, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________
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)
________________
CORNERSTONE IMAGING, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
1993 STOCK OPTION/STOCK ISSUANCE PLAN
(Full title of Plans)
________________
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)
________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
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>
1998 EMPLOYEE STOCK PURCHASE PLAN
Common Stock, $.01 par value 100,000 $7.1875 $718,750 $212
- ------------------------------------------------------------------------------------------------------------------------
1993 STOCK OPTION/STOCK ISSUANCE PLAN
Options to purchase Common Stock 200,000 N/A N/A N/A
Common Stock, $.01 par value 200,000 $7.1875 $1,437,500 $424
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1998 Employee Stock
Purchase Plan and/or 1993 Stock Option/Stock Issuance 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 the Registrant'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 August 4, 1998 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 "Commission"):
a. (1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
b. (1) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998;
c. (1) The Registrant's Registration Statement No. 0-22292 on Form
8-A filed with the Commission 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.
(2) Amendment Number 1 on Form 8-A to the Registrant's
Registration Statement No. 0-22292 on Form 8-A filed with
the SEC on September 7, 1993 in which there is described the
terms, rights and provisions applicable to the Registrant's
Common Stock.
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 "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 the directors' fiduciary duty as a
director to the Company and its stockholders. This provision in the
Certificate of Incorporation does not eliminate the directors' fiduciary
duty, and in appropriate circumstances equitable remedies
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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.
Item 8. Exhibits
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Exhibit Number Exhibit
- -------------- -------
<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 0-22292 on
Form 8-A and Amendment Number 1 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 - PricewaterhouseCoopers LLP
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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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 1998 Employee
Stock Purchase Plan and 1993 Stock Option/Stock Issuance 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.
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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 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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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 7th day of
August, 1998.
CORNERSTONE IMAGING, INC.
By /s/ Thomas T. van Overbeek
---------------------------
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 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 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.
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<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Thomas T. van Overbeek President, Chief Executive August 7, 1998
- -------------------------- Officer and Director
Thomas T. van Overbeek (Principal Executive Officer)
/s/ John Finegan Chief Financial Officer and Secretary August 7, 1998
- -------------------------- (Principal Financial and
John Finegan Accounting Officer)
/s/ E. David Crockett
- -------------------------- Chairman of the Board August 7, 1998
E. David Crockett
/s/ James E. Crawford, III
- -------------------------- Director August 7, 1998
James E. Crawford, III
/s/ Stephen J. Sheafor
- -------------------------- Director August 7, 1998
Stephen J. Sheafor
/s/ Bruce Silver
- -------------------------- Director August 7, 1998
Bruce Silver
/s/ Daniel D. Tompkins
- -------------------------- Director August 7, 1998
Daniel D. Tompkins
</TABLE>
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EXHIBIT INDEX
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Exhibit Number Exhibit
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<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 0-22292 on
Form 8-A and Amendment Number 1 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 - PricewaterhouseCoopers LLP
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
August 7, 1998
Cornerstone Imaging, Inc.
1710 Fortune Drive
San Jose, CA 95131
Re: CORNERSTONE IMAGING, INC. REGISTRATION STATEMENT FOR
OFFERING OF 300,000 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 (i) 100,000 shares of Common
Stock under the Company's 1998 Employee Stock Purchase Plan and (ii) 200,000
shares of Common Stock under the Company's 1993 Stock Option/Stock Issuance
Plan. We advise you that, in our opinion, when such shares have been issued
and sold pursuant to the applicable provisions of the 1998 Employee Stock
Purchase Plan and 1993 Stock Option/Stock Issuance 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 reports dated January 31,
1998 on our audits of the financial statements and financial statement
schedule of Cornerstone Imaging, Inc. as of December 31, 1997, and for each
of the three years in the period ended December 31, 1997, appearing in the
1997 Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLC
San Jose, California
August 4, 1998
