<PAGE>
As filed with the Securities and Exchange Commission on February 6, 1998
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.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of Plan)
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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>
Employee Stock Purchase Plan
- ----------------------------
Common Stock, $.01 par value 75,000 $4.8125 $360,937.5 $106.48
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</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under 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 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 February 4, 1998 as reported by the Nasdaq National Market.
<PAGE>
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, 1996;
(2) Amendment Number 1 on Form 10-K/A filed with the Commission on
August 13, 1997;
b. (1) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997;
(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, as amended on Form 10-Q/A filed
with the Commission on August 14, 1997;
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
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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
<PAGE>
Incorporation does not eliminate the directors' 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.
Item 8. Exhibits
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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 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 Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Independent Auditors - Coopers & Lybrand L.L.P.
23.2 Consent of Gunderson Dettmer Stough Villeneuve 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.
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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 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.
II-2
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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.
II-3
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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
January, 1998.
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 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.
Signatures Title Date
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/s/ Thomas T. van Overbeek President, Chief Executive January 30, 1998
- --------------------------- Officer and Director
Thomas T. van Overbeek (Principal Executive Officer)
/s/ John Finegan Chief Financial Officer and January 30, 1998
- --------------------------- Secretary
John Finegan (Principal Financial and
Accounting Officer)
II-4
<PAGE>
Signatures Title Date
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/s/ E. David Crockett Chairman of the Board January 30, 1998
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E. David Crockett
/s/ James E. Crawford, III Director January 30, 1998
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James E. Crawford, III
/s/ Stephen J. Sheafor Director January 30, 1998
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Stephen J. Sheafor
/s/ Bruce Silver Director January 30, 1998
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Bruce Silver
/s/ Daniel D. Tomkins Director January 30, 1998
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Daniel D. Tompkins
II-5
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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 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 Villeneuve
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
February 5, 1998
Cornerstone Imaging, Inc.
1710 Fortune Drive
San Jose, CA 95131
Re: Cornerstone Imaging, Inc. Registration Statement for
Offering of 75,000 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 75,000 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 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
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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,
1997 (except Note 13 as to which the date is February 14, 1997) on our audits
of the financial statements and financial statement schedule 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 10-K.
/s/ Coopers & Lybrand, L.L.P.
COOPERS & LYBRAND, L.L.P.
San Jose, California
February 4, 1998
