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As filed with the Securities and Exchange Commission on February 17, 1999
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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INPUT SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0104275
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1299 PARKMOOR AVENUE, SAN JOSE, CA 95126
(Address of principal executive offices) (Zip Code)
INPUT SOFTWARE, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title the plan)
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KIMRA D. HAWLEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INPUT SOFTWARE, INC.
1299 PARKMOOR AVENUE, SAN JOSE, CA 95126
(Name and address of agent for service)
408-325-3800
(Telephone number, including area code, of agent for service)
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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>
Employee Stock Purchase Plan
Common Stock, $.01 par value 5,000 $6.6875 $33,437.50 $9.30
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(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 Input'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 Input Software, Inc. on
February 16, 1999 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
Input Software, Inc. ("Input") hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
a. Input's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
b. (1) Input's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998;
(2) Input's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1998, together with amendments;
(3) Input's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1998, together with amendments;
c. (1) Input'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
Input's outstanding Common Stock; and
(2) Amendment Number 1 on Form 8-A to Input'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 Input'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"). Input'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. Input'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
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
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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. Input has entered into
Indemnification Agreements with its officers and directors which provide Input'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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<CAPTION>
Exhibit Number Exhibit
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4 Instruments Defining Rights of Stockholders.
Reference is made to Input'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 Accountants -
PricewaterhouseCoopers 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.
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Item 9. UNDERTAKINGS
A. Input 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 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 and
(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 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 with or furnished to the
SEC by Input under Section 13 or
Section 15(d) of the 1934 Act that are
incorporated by reference in this
Registration Statement;
II-2
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(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 Input's Employee Stock Purchase
Plan.
B. Input hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of Input's annual
report under Section 13(a) or Section 15(d) of the 1934 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 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 Input under the indemnification provisions summarized in Item 6 or
otherwise, Input has been advised 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 Input of expenses incurred or paid
by a director, officer or controlling person of Input 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, Input
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
The Securities Act of 1933, as amended, requires that Avant! certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has had this Registration Statement signed on its
behalf by the undersigned, who is duly authorized, in the City of San Jose,
State of California, on this 17th day of February, 1999.
INPUT SOFTWARE, INC.
By /s/ Kimra D. Hawley
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Kimra D. Hawley
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Input Software, Inc., a
Delaware corporation, do hereby constitute and appoint Kimra D. Hawley 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.
Under 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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Signatures Title Date
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<S> <C> <C>
/s/ Kimra D. Hawley President, Chief Executive February 17, 1999
- ----------------------------- Officer and Director
Kimra D. Hawley (Principal Executive Officer)
/s/ John Finegan Chief Financial Officer and Secretary February 17, 1999
- ----------------------------- (Principal Financial and
John Finegan Accounting Officer)
II-4
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Signatures Title Date
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<S> <C> <C>
/s/ Thomas Van Overbeek Chairman of the Board February 17, 1999
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Thomas van Overbeek
/s/ James. E. Crawford, III Director February 17, 1999
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James E. Crawford, III
/s/ Bruce Silver Director February 17, 1999
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Bruce Silver
/s/ Daniel D. Tompkins Director February 17, 1999
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Daniel D. Tompkins
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II-5
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EXHIBIT INDEX
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Exhibit Number Exhibit
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5 Opinion and Consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Independent Accountants -
PricewaterhouseCoopers 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.
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EXHIBIT 5
February 17, 1999
Input Software, Inc.
1299 Parkmoor Avenue
San Jose, CA 95126
Re: Input Software, Inc. Registration Statement for
Offering of 5,000 Shares of Common Stock
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Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 5,000 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.
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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 Input Software, Inc.(formerly Cornerstone Imaging, Inc.), on Form S-8, of
our reports dated January 31, 1998 on our audits of the financial statements
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, LLP
San Jose, California
February 11, 1999
