<PAGE> 1
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
PARCPLACE-DIGITALK, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0143293
(State of Incorporation) (I.R.S. Employer Identification No.)
999 East Arques Avenue
Sunnyvale, California 94086
(Address of principal executive offices)
----------
1993 STOCK PLAN
1993 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
----------
WILLIAM P. LYONS
President and Chief Executive Officer
ParcPlace-Digitalk, Inc.
999 E. Arques Avenue
Sunnyvale, CA 94086
(408) 481-9090
(Name, address and telephone number of agent for service)
----------
Copy to:
ROBERT B. JACK, ESQ.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF NUMBER OF SHARES OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO TO BE REGISTERED SHARE(1) PRICE REGISTRATION
BE REGISTERED FEE
=================================================================================================================
<S> <C> <C> <C> <C>
Common Stock 875,000 $1.85 $1,618,750 $491.00
=================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee on the basis of the average of the high and low
prices reported on the NASDAQ National Market on January 27, 1997 as
permitted by Rule 457(c).
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1996, and September 30, 1996.
(c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-1 (No. 33-73008) and
incorporated by reference in the Company's Registration Statement
on Form 8-A filed with the Commission pursuant to Section 12(g) of
the Exchange Act and declared effective February 1, 1994.
All documents subsequently filed by the Company 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 deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing 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.
Pursuant to the Delaware General Corporation Law ("Delaware Law"), the
Company has adopted provisions in its Certificate of Incorporation that
eliminate the personal liability of its directors and officers to the Company
and its stockholders for monetary damages for breach of the directors' fiduciary
duties in certain circumstances. The Company's Bylaws require the Company to
indemnify its directors, officers, employees and other agents to the fullest
extent permitted by laws.
The Company has entered into indemnification agreements with each of
its current directors and executive officers that provide for indemnification to
the fullest extent permitted by Delaware Law, including in circumstances in
which indemnification and the advancement of expenses are discretionary under
Delaware Law. The Company believes that the limitation of liability provisions
in its Certificate of Incorporation and the indemnification agreements will
enhance the Company's ability to continue attract and retain qualified
individuals to serve as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits to this registration statement are listed in the Exhibit
Index elsewhere herein.
II-1
<PAGE> 3
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 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933 (the "Securities
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.
(3) To remove from registration by means of
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act)
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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of Registrant pursuant to the California General Corporations Code, the Restated
Articles of Incorporation or the Bylaws of Registrant, Indemnification
Agreements entered into between Registrant and its officers and directors, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
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 hereunder, 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 Securities Act and will be
governed by the final adjudication of such issue.
II-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Sunnyvale, State of California.
DATE: January 29, 1997 PARCPLACE-DIGITALK, INC.
By: /s/ WILLIAM P. LYONS
William P. Lyons
President and Chief Executive Officer
POWER OF ATTORNEY
Each individual whose signature appears below hereby appoints William
P. Lyons and Carolyn V. Aver, and each of them acting individually, his or her
attorneys-in-fact with full power of substitution, for him or her in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming signatures as they may be signed by said attorneys to any and all
amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ WILLIAM P. LYONS President and Chief Executive Officer and January 29, 1997
------------------------------------ Director
William P. Lyons
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
/s/ CAROLYN V. AVER Vice President and Chief Financial Officer January 29, 1997
------------------------------------
Carolyn V. Aver
ADDITIONAL DIRECTORS:
/s/ JAMES C. ANDERSON Director January 29, 1997
------------------------------------
James C. Anderson
/s/ JOHN B. CARRINGTON Director January 29, 1997
------------------------------------
John B. Carrington
/s/ JOS C. HENKENS Director January 29, 1997
------------------------------------
Jos C. Henkens
/s/ PHILIP C. KANTZ Director January 29, 1997
------------------------------------
Philip C. Kantz
</TABLE>
II-3
<PAGE> 5
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
5.1 Opinion of Wilson, Sonsini, Goodrich &
Rosati, a Professional Corporation.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (Contained in Exhibit 5.1 above).
24.1 Power of Attorney (see page II-3).
<PAGE> 1
Exhibit 5.1
January 29, 1997
ParcPlace-Digitalk Inc.
999 E. Arques Avenue
Sunnyvale, CA 94086
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about January 30, 1997
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 875,000 shares of your Common Stock (the
"Shares"), including 425,000 additional shares reserved for issuance under the
1993 Stock Plan and 450,000 additional shares reserved for issuance under the
1993 Employee Stock Purchase Plan (together, the "Stock Plans"). As your counsel
in connection with this transaction, we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in connection with
the sale and issuance of the Shares, including the proposed submission for the
approval of the stockholders at the next annual meeting of the addition of
300,000 of the Shares to the 1993 Employee Stock Purchase Plan.
It is our opinion that the Shares, when issued and sold in the manner
referred to in the Stock Plans (including the approval of the stockholders
referred to above)and pursuant to the agreements which accompany the Stock Plans
and in accordance with the Company's Restated Certificate of Incorporation, will
be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said
Registration Statement and further consent to the use of our name wherever
appearing in said Registration Statement, and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1993 Stock Plan and 1993 Employee Stock
Purchase Plan of ParcPlace-Digitalk, Inc., of our reports dated April 19, 1996
with respect to the consolidated financial statements of ParcPlace-Digitalk,
Inc. incorporated by reference in the Annual Report (Form 10-K) for the year
ended March 31, 1996 and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
January 28, 1997
