<PAGE>
As filed with the Securities and Exchange Commission on May 31, 2000
Registration No.
Securities and Exchange Commission
Washington, D.C. 20549
------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------------
ARIEL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 13-3137699
(State or Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
</TABLE>
2540 Route 130
Cranbury, New Jersey 08512
(Address of principal executive offices)
1995 STOCK OPTION PLAN,
1996 DIRECTORS STOCK OPTION PLAN,
SCHNEIDER STOCK OPTION PLAN
(Full Title of Plans)
Jay Atlas
Ariel Corporation
2540 Route 130
Cranbury, New Jersey 08512
(609) 860-2900
(Name, Address and telephone number, including area code, of agent for service)
with a copy to:
Harold W. Paul, Esq.
Paul & Rosen, LLP
420 Lexington Avenue
New York, New York 10170
(212) 661-2727
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
================================================================================================================================
Title of Securities to be Amount to be Proposed maximum offering Proposed maximum Amount of
registered registered price per share (1) aggregate offering price (2) registration fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, par 1,444,000(3) $4.0625 $4,907,287.50 $1,295.52
value $.001 per share
================================================================================================================================
</TABLE>
(1) Represents the maximum exercise price payable for 1,444,000 shares
of Common Stock registered under this Registration Statement. The exercise
prices payable for the shares of Common Stock registered under this Registration
Statement and the number of shares purchasable are as follows:
The proposed maximum offering price per share is disclosed in
accordance with Rule 457(h)(1) promulgated under the Securities Act of 1933, as
amended.
(2) The proposed maximum aggregate offering price is the sum of the
aggregate option prices of issued options subject to this registration and the
total of unissued options remaining in the Plan as amended- 160,000 options
exercisable at $2.375 per share; 5,000 options exercisable at $2.75 per share;
244,000 options exercisable at $ 3.3125 per share; 20,000 options exercisable at
$3.50 per share; 810,000 options exercisable at $3.8125 per share; 5,000 options
exercisable at $3.9375 per share; 10,000 options exercisable at $4.0625 per
share; 190,000 unissued options remaining in the 1995 Plan and 1996 Directors
Plan collectively at the closing price on Nasdaq of $2.5625 on May 26, 2000 in
accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended.
(3) Pursuant to Rule 416, there are also being registered additional
shares of Common Stock as may become issuable pursuant to the anti-dilution
provisions of all plans.
-------------------
In accordance with the provisions of Rule 462 promulgated under the
Securities Act of 1933, as amended, the Registration Statement will become
effective upon filing with the Securities and Exchange Commission.
The Registration Statement, including all exhibits and attachments,
contains ____ pages. The exhibit index may be found on page 4 of the
consecutively numbered pages of the Registration Statement.
2
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THIS DOCUMENT CONSTITUTES A PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933.
PROSPECTUS
ARIEL CORPORATION
1,440,000 Shares of Common Stock
This Prospectus relates to 1,444,000 shares of Common Stock, which may
be acquired upon exercise of stock options granted under the 1995 Stock Option
Plan, (the "Plan").
The Common Stock is traded on Nasdaq under the symbol "ADSP". On May
26, 2000, the last reported sales price of the Common Stock as reported by
Nasdaq was $2.56.
Persons who acquire shares of Common Stock under the Plan by the
exercise of the options granted thereunder will be free to resell such shares
without restriction unless they are "affiliates" of the Company, as defined in
Rule 405 promulgated under the Securities Act of 1933 (the "Securities Act").
Directors and other affiliates may resell such shares only under a registration
statement with an appropriate prospectus, an appropriate exemption, or pursuant
to Rule 144 of the Securities Act.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "THE COMPANY".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 31, 2000.
1
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act") with respect to the securities offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and
exhibits thereto. For further information with respect to the Company and such
securities, reference is hereby made to the Registration Statement and exhibits.
The statements contained in this Prospectus as to the contents of any agreement
or other document filed as an Exhibit are not complete and the description of
such agreement or document is qualified in its entirety by reference to such
agreement or document. The Registration Statement, together with the exhibits,
may be inspected at the Commission's principal office in Washington, D.C. and
copies may be obtained upon payment of the fees prescribed by the Commission.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Copies of such information, reports, proxy statements and other
information filed by the Company under the Exchange Act may be examined without
charge at the public reference facilities of the Commission, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following
Regional Offices: 7 World Trade Center, New York, New York 10048; and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies can also be
obtained at prescribed rates from the Commission's Public Reference Section,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
also maintains a Worldwide Web site (address: http://www.sec.gov) that contains
reports, proxy and information statements, and the information regarding
registrants that file electronically with the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the Commission pursuant to Section 13(a) of the
Exchange Act;
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000 filed with the Commission pursuant to Section 13(a)
or 15(d) of the Exchange Act;
(c) The Company's Proxy Statement dated May 8, 2000; and
(d) The description of the Company's common stock, par value $.001 per
share (the "Common Stock"), contained in the Registrant's 8-A Registration
Statement filed with the Commission pursuant to Section 12(b) of the Exchange
Act, including any subsequent amendment(s) or report(s) filed for the purpose of
updating such description.
2
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All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the respective date of filing of such documents. Any statement
contained in a document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which is
incorporated by reference modifies or replaces such statement.
The Company will furnish without charge, upon oral or written request,
to each person to whom this Prospectus is delivered, a copy of any or all of the
documents incorporated by reference herein other than exhibits to such documents
not specifically incorporated by reference thereto. In addition, participants in
the Plan may obtain information about the plan or its administration from the
Company. Such request should be directed to Ariel Corporation, 2540 Route 130,
Cranbury, New Jersey 08512, Attention: Corporate Secretary.
The delivery of this document at any time does not imply that
information herein is correct as of the time subsequent to the date hereof.
Statements in this document as to the provisions of the Plan are not necessarily
complete and in each instance reference is made to the copy of such plan which
appears as an Exhibit to the Company's Registration Statement on Form S-8 filed
with the Commission on May __, 2000 and each such statement in this document is
qualified in all respects by such reference.
3
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THE COMPANY
We are a leading provider of open systems-based digital remote access
equipment to Internet service providers ("ISPs"). Our remote access equipment is
compatible with open systems platforms running a variety of popular operating
systems, including Windows NT and Linux, and enables ISPs to build reliable,
scalable and easy to manage networks at a cost that is significantly below other
available alternatives.
Remote access equipment enables a user dialing in over a standard
telephone line to connect to a computer network. Because of the increasing
number of Internet users, ISPs are faced with the challenge of providing access
to a growing number of subscribers, including those subscribers who are staying
connected to the Internet for longer periods of time. In addition, ISPs must
also find cost effective ways to expand their networks and computer systems to
provide additional services such as Internet telephony, fax and voice over the
Internet and unified messaging. Our products enable ISPs to use standard PC
systems to build remote access server concentrators, which is the equipment used
to connect multiple users simultaneously to the Internet.
We recently introduced a new family of dial-up Internet access
solutions we call PowerPOP(TM) architecture, which leverages industry standard
hardware, software and applications. Using a standard PC system to build a
remote access server concentrator, our remote access solutions enable ISPs to
enhance their network performance while significantly reducing their capital
costs. A typical ISP network architecture is based on a central network
operations center, where servers run the services that the ISP provides,
connected to a number of "dumb" points of presence ("POPs"). Our PowerPOP
architecture, by taking advantage of the increasing performance and low prices
of PC-based systems, allows ISPs to provide key network services at the POP. By
installing intelligence and processing capability at the POP, ISPs can
significantly reduce network traffic which results in a faster response time and
improved customer satisfaction. We sell our products to ISPs primarily through
one distributor.
We recently launched our fourth generation of remote access products
that add SS7 signaling, including voice and fax over the Internet protocol
features, to our PowerPOP architecture. We are currently developing a next
generation product that will extend the PowerPOP architecture into the customer
premises of business enterprises.
We have historically provided and will continue to provide remote
access and digital signal processing ("DSP") products to original equipment
manufacturers ("OEMs") who integrate our components into their products. Because
integration of our complex components involves a significant amount of technical
development and testing by the OEM, our products are generally used for the
duration of the OEM's product-life. We sell our products to OEMs through our
direct sales force. We intend to continue to offer all our component products to
OEMs, including those OEMs who sell products in the ISP market.
4
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Investment Considerations
The Company's business is subject to numerous risks including, among
other things, risks related to (i) recent losses; (ii) substantial debt; (iii)
recent change in business strategy; (iv) dependence on one distributor; (v)
strength of competitors; (vi) dependence on key personnel; (vii) potential
dilution from the exercise of outstanding options and warrants.
The Company was incorporated in Delaware in September 1982. Its
principal executive offices are located at 2540 Route 130, Cranbury, New Jersey
08512. Its telephone number is (609) 860-2900, its e-mail address is
[email protected] and its World Wide Web home page can be accessed at
www.ariel.com.
PURPOSE OF THE PLAN
The purpose of the 1995 Stock Option Plan is to enable the Company to
attract and retain employees.
Summary of the 1995 Stock Option Plan
No more than 2,200,000 shares of Common Stock may be issued pursuant to
the exercise of options granted under the 1995 Plan, as amended from time to
time by the approval of the Company's stockholders. If any option expires or
terminates for any reason, without having been exercised in full, the
unpurchased shares subject to such option will be available again for purposes
of the 1995 Plan.
Under certain circumstances involving a change in the number of shares
of Common Stock without the receipt by the Company of any consideration
therefor, such as a stock split, stock consolidation or payment of a stock
dividend, the class and aggregate number of shares of Common Stock in respect of
which options may be granted under the 1995 Plan, the class and number of shares
subject to each outstanding option and the option price per share will be
proportionately adjusted. In addition, if the Company is involved in a merger,
consolidation, dissolution or liquidation, the options granted under the 1995
Plan will be adjusted or, under certain conditions, will terminate, subject to
the right of the option holder to exercise his option or a comparable option
substituted at the discretion of the Company prior to such event. An option may
not be transferred other than by, will or by the laws of descent and
distribution, and during the lifetime of the option holder may be exercised only
by such holder.
The committee administering the Plan is authorized to grant incentive
stock options from time to time to such employees of the Company as the
committee, in its sole discretion, may determine. Employees of the Company,
advisors and independent contractors providing services to the Company are
eligible to receive non-qualified options under the 1995 Plan.
5
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The exercise price of each option is determined by the Committee, but
may not, in the case of incentive stock options, be less than 100% of the fair
market value of the shares of Common Stock covered by the option on the date the
option is granted. In the case of non-qualified options, the option price per
share may be less than, equal to or greater than the fair market value of the
shares of Common Stock covered by the option on the date the option is granted.
If an incentive stock option is to be granted to an employee who owns over 10%
of the total combined voting power of all classes of the Company's stock, then
the exercise price may not be less than 110% of the fair market value of the
Common Stock covered by the incentive stock option on the date the option is
granted.
The 1995 Plan was approved by the Company's stockholders at the 1995
Annual Meeting and amendments thereto increasing the number of authorized shares
were approved at subsequent Annual Meetings. The additional 1,000,000 shares so
authorized by the stockholders at the 1997 and 1998 Annual Meetings are being
registered hereunder.
Summary of the 1996 Directors Stock Option Plan
The purpose of the 1996 Directors Stock Option Plan is to encourage
stock ownership by non-employee directors, enhancing their proprietary interest
in the Company and aligning their interests with those of stockholders.
The terms of the 1996 Directors Stock Option Plan are identical to the
1995 Plan except that participation is limited to non-employee directors and the
Plan consists of non-qualified options only.
The 1996 Directors Stock Option Plan was ratified by the Company's
stockholders at the 1996 Annual Meeting and an amendment to increase the
authorized shares from 250,000 to 450,000 was ratified by the Company's
stockholders at the 1998 Annual Meeting. The additional 200,000 shares are being
registered hereunder.
Summary of the Schneider Stock Option Plan
The Schneider Plan is a single employee stock option plan entered into
in connection with an employment agreement between the Company and Mr. Schneider
providing for his services as Chief Executive Officer of the Company through
December 2001. The plan was approved by the Board of Directors which is
responsible for its implementation, interpretation and modification.
Pursuant to the Schneider Plan, the Company has granted to Mr.
Schneider the right to acquire 244,000 shares of common stock as follows: 81,000
shares on or before December 21, 2000; and 163,000 shares on or before December
21, 2001- of which 82,000 shares may be purchasable earlier than December 21,
2001 upon the Company reaching certain milestones. All shares are purchasable at
$3.3125 per share. The ability of Mr. Schneider to purchase the common stock
under the plan may be terminated pursuant to certain provisions of his
employment agreement.
6
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The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Schneider Plan. Common stock that
may be acquired under Schneider Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Schneider Plan.
RESTRICTIONS ON RESALE
Options
Persons who purchase shares of Common Stock upon the exercise of
Options under the Plan after the date hereof, will be free to resell those
shares without restriction under the exemption from registration provided by
Section 4(1) of the Securities Act of 1933, as amended, (the "Securities Act"),
except for those persons who are "affiliates" of the Company. Such affiliates
may resell such shares pursuant to an appropriate prospectus under an effective
registration statement under the Securities Act or pursuant to an available
exemption from registration. "Affiliate" is defined under the Securities Act as
a person who, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, the Company. In
general, persons with the power to manage and direct the policies of the
Company, and relatives of such persons, among others, may be deemed to be
affiliates of the Company.
If an affiliate wishes to resell or re-offer shares of Common Stock
purchased under the Plan, and if a registration statement is not in effect and
an appropriate prospectus is not available with respect to such shares, the
affiliate will be obliged as a precondition to any resale or re-offer to comply
with either (i) Rule 144 under the Securities Act; or (ii) some other applicable
exemption under the Securities Act.
Each person who may be an affiliate should, prior to reselling or
re-offering any option shares, consult with counsel to determine whether he may
be subject to the foregoing restrictions.
16(b) Restrictions
Certain participants in the Plan are subject to limitations imposed by
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and, as such, may not purchase and sell securities of the Company in any
six-month period without subjecting themselves to liability thereunder. Persons
subject to the limitations of Section 16(b) should consult with counsel before
purchasing, selling or otherwise transferring securities of the Company.
7
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FEDERAL INCOME TAX CONSEQUENCES
The following discussion of the federal income tax consequences of
participation in the Plan is only a summary, does not purport to be complete and
does not cover, among other things, state, local and foreign tax treatment of
participation in the Plan. Furthermore, differences in individual financial
situations may cause federal, state, local and foreign income tax consequences
of participation in the Plan to vary. Therefore, each participant is urged to
consult his own accountant, legal counsel or other tax advisor regarding the tax
consequences or participation in the Plan to him. The information contained in
this Section, FEDERAL INCOME TAX CONSEQUENCES, is based on existing law, which
is subject to change.
The right to acquire Common Stock under the Plan are non-qualified
options. With respect to the options, (i) upon grant of the option, the
participant will recognize no income; (ii) upon exercise of the option (if the
shares of Common Stock are not subject to a substantial risk of forfeiture), the
participant will recognize ordinary compensation income in an amount equal to
the excess, if any, of the fair market value of the shares on the date of
exercise over the exercise price, and the Company will qualify for a deduction
in the same amount, subject to the requirement that the compensation be
reasonable; (iii) the Company will be required to comply with applicable Federal
income tax withholding requirements with respect to the amount of ordinary
compensation income recognized by the participant. On a disposition of the
shares, the participant will recognize gain or loss equal to the difference
between the amount realized and the sum of the exercise price and the ordinary
compensation income recognized. Such gain or loss will be treated as capital
gain or loss if the shares are capital assets and as short-term or long-term
capital gain or loss, depending upon the length of time that the participant
held the shares.
If the shares acquired upon exercise of the option are subject to a
substantial risk of forfeiture, the participant will recognize income at the
time when the substantial risk of forfeiture is removed and the Company will
qualify for a corresponding deduction at such time.
8
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
3
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, filed with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13(a) of the Securities Exchange Act of 1934
(the "Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000 filed with the Commission pursuant to Section 13(a)
or 15(d) of the Exchange Act;
(c) The Registrant's Proxy Statement dated May 8, 2000; and
(d) The description of the Company's common stock, par value $.001 per
share (the "Common Stock"), contained in the Registrant's 8-A Registration
Statement filed with the Commission pursuant to Section 12(g) of the Exchange
Act, including any subsequent amendment(s) or report(s) filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the respective date of filing of such documents. Any statement
contained in a document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which is
incorporated by reference modifies or replaces such statement.
Item 4. Description of Securities.
The Common Stock of the Registrant is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the shares of common stock
being registered are being passed upon by Paul & Rosen, LLP, 420 Lexington
Avenue, New York, New York 10170, counsel to the Registrant. Harold W. Paul, a
member of the firm, owns 3,500 common shares, 15,000 shares issuable upon
currently exercisable options and 15,000 options which are not currently
exercisable.
4
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Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or contemplated action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation), by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had not
reasonable cause to believe his conduct was unlawful.
A corporation also may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or contemplated action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to be best interests of the
corporation. However, in such an action by or on behalf of a corporation, no
indemnification may be made in respect of any claim, issue or matter as to which
the person is adjudged liable to the corporation unless and only to the extent
that the court deter-mines that, despite the adjudication of liability but in
view of all the circumstances, the person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
In addition, the indemnification provided by Section 145 shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
The Amended and Restated Certificate of Incorporation of the Company
and the Bylaws of the Company provide for indemnification of directors and
officers of the Company to the fullest extent permitted by law, as now in effect
or later amended. The Bylaws provide that expenses incurred by an officer or
director in defending a civil or criminal action, suit, or proceeding may be
paid by the Company in advance of final disposition upon receipt of an
undertaking by or on behalf of such person to repay such amount if it ultimately
is determined that such person is not entitled to be indemnified by the Company.
The Company may provide liability insurance for each director and
officer for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers of the Company. The
Company currently maintains such liability insurance.
5
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
4.1 1995 Stock Option Plan
4.2 1996 Directors Stock Option Plan
4.3 Schneider Stock Option Plan
5.1 Opinion of Paul & Rosen, LLP
23.1 Consent of PriceWaterhouse Coopers, LLP, independent
accountants for Registrant
23.2 Consent of Paul & Rosen, LLP (included in Exhibit 5.1)
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 or appendix to this registration statement:
(i) To include any prospectus required by section10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and 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 Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) To remove from registration by means of post-effective amendment
any of the securities registered which remain unsold at the termination of the
offering.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and were applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in 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
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing procedures, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange 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 a final adjudication of such issue.
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 1995 Stock Option Plan
4.2 1996 Directors Stock Option Plan
4.3 Schneider Stock Option Plan
5.1 Opinion of Paul & Rosen, LLP
23.1 Consent of PriceWaterhouse Coopers, LLP, independent
accountants for Registrant
23.2 Consent of Paul & Rosen, LLP (included in Exhibit 5.1)
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<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 authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cranbury, New Jersey on May __, 2000.
ARIEL CORPORATION
By:
----------------------------------
Jay Atlas, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment to its Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Chief Executive Officer and Director May 30, 2000
------------------------------------- ------------------------------------ ------------
Jay Atlas Title Date
Secretary and Director May 30, 2000
------------------------------------- ---------------------- ------------
Harold W. Paul Title Date
Senior Vice President and
Principal Accounting Officer May 30, 2000
------------------------------------- ---------------------------- ------------
Jack Loprete Title Date
Chairman May 30, 2000
------------------------------------- -------- ------------
Anthony M. Agnello Title Date
Director May 30, 2000
------------------------------------- -------- ------------
Esmond Goei Title Date
Director May 30, 2000
------------------------------------- --------- ------------
Charles Strauch Title Date
Director May 30, 2000
------------------------------------- -------- ------------
Edward D. Horowitz Title Date
</TABLE>
8
