<PAGE> 1
Registration No.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
California 94-3008888
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
999 Baker Way
Fifth Floor
San Mateo, CA 94404-1578
(Address of principal executive offices) (Zip code)
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
AMENDED AND RESTATED 1992 STOCK OPTION PLAN
AND INDIVIDUAL STOCK OPTION AGREEMENTS
(Full title of the plan)
David D. Parker
President and Chief Executive Officer
999 Baker Way
Fifth Floor
San Mateo, CA 94404-1578
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (650) 578-0700
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of Amount to be offering price aggregate Amount of
Securities to be registered(1) registered per share(2) offering price(2) registration fee
- ------------------------------ ---------- ------------ ----------------- ----------------
<S> <C> <C> <C> <C>
1992 Stock Option Plan
Common Stock 424,295 $4.00 $1,697,180.00
No Par Value 75,705 $2.69 $ 203,646.45
Individual Stock Option Agreements
Common Stock 50,000 $1.91 $ 95,500.00
No Par Value 32,142 $1.81 $ 58,177.02
26,250 $1.00 $ 26,250.00
26,250 $1.25 $ 32,812.50
TOTALS 634,642 $2,113,565.97 $623.50
</TABLE>
(1) The securities to be registered include options to acquire such Common
Stock.
(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised
options under the 1992 Stock Option Plan, the price is computed on the
basis of the weighted average exercise price. As to the remaining
shares under the Amended and Restated 1992 Stock Option Plan, the
price is based upon the average of the high and low prices of the
Common Stock on April 3, 1998, as reported on the National Association
of Securities Dealers Automated Quotations System. As to the 134,642
shares under the individual stock option agreement, the price is based
upon the exercise price.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Enlighten Software Solutions, Inc. (the "Company") hereby incorporates
by reference in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-KSB filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1997, and amendment thereto, as filed with
the Securities and Exchange Commission (File No. 0-23446).
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
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 to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
The Company's Articles of Incorporation provide that the liability of
the directors for monetary damages shall be eliminated to the fullest extent
permissible under California law. Pursuant to California law, the Company's
directors shall not be liable for monetary damages for breach of the directors'
fiduciary duty of care to the Company and its shareholders. However, this
provision does not eliminate the duty of care, and in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under California law.
In addition, each director will continue to be subject to liability for
(i) acts or omissions that involve intentional misconduct or a knowing and
culpable violation of law, (ii) acts or omissions that a director believes to be
contrary to the best interests of the Company or its shareholders or that
involve the absence of good faith on the part of the director, (iii) any
transaction from which a director derived an
<PAGE> 4
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the Company or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of serious injury to the Company or
its shareholders, (v) acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the Company
or its shareholders, (vi) any transaction that constitutes an illegal
distribution or dividend under California law, and (vii) any transaction
involving an unlawful conflict of interest between the director and the Company
under California 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.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
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 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 post-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)(l)(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 Exchange Act 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.
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(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 offering.
(b) Filing incorporating subsequent Exchange Act documents by reference
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
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.
(h) Request for acceleration of effective date or filing of registration
statement on Form S-8
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 provisions, 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 the final adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Mateo, State of California, on March 31,
1998.
Enlighten Software Solutions, Inc.
By: /s/ MICHAEL A. MORGAN
-------------------------------
Michael A. Morgan, Vice President,
Finance and Administration, Chief
Financial Officer, and Secretary
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SIGNATURES AND POWER OF ATTORNEY
The officers and directors of Enlighten Software Solutions, Inc. whose
signatures appear below, hereby constitute and appoint Peter J. McDonald and
Michael A. Morgan, and each of them, their true and lawful attorneys and agents,
with full power of substitution, each with power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to this
registration statement on Form S-8, and each of the undersigned does hereby
ratify and confirm all that each of said attorney and agent, or their or his
substitutes, shall do or cause to be done by virtue hereof. Pursuant to the
requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities indicated
on March 31, 1998.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ DAVID D. PARKER President and Chief Executive Officer
- -------------------------------
David D Parker
/s/ MICHAEL A. MORGAN Vice President, Finance and Administration,
- ------------------------------- Chief Financial Officer, Secretary, and
Michael A. Morgan Director (Principal Financial
and Accounting Officer)
/s/ MICHAEL SEASHOLS Chairman of the Board
- -------------------------------
Michael Seashols
/s/ PETER J. MCDONALD Director
- -------------------------------
Peter J. McDonald
/s/ PETER J. SPRAGUE Director
- -------------------------------
Peter J. Sprague
/s/ BRUCE CLEVELAND Director
- -------------------------------
Bruce Cleveland
</TABLE>
<PAGE> 8
EXHIBIT INDEX
4.1 Amended and Restated Articles of Incorporation of the Company are
incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission, which became effective April 19, 1994 (File No.
33-75388)
4.2 Bylaws of the Company are incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission, which became effective April 19,
1994 (File No. 33-75388)
5 Opinion of legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included in signature pages to this registration
statement)
<PAGE> 1
[Cary Ware Freidenrich LLP LETTERHEAD]
EXHIBIT 5
March 31, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Enlighten Software Solutions, Inc., a California
corporation (the "Company"), we are rendering this opinion in connection with
the registration under the Securities Act of 1933, as amended, of up to 500,000
shares of the Common Stock, no par value, of the Company which may be issued
pursuant to the exercise of options granted under the Enlighten Software
Solutions, Inc. Amended and Restated 1992 Stock Option Plan (the "Plan"),
formerly the Software Professionals, Inc. First Amended and Restated 1992 Stock
Option Plan and 134,642 shares of Common Stock, no par value, of the Company
which may be issued pursuant to the exercise of individual stock options (the
"Individual Options").
We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California and the federal law of the
United States.
Based on such examination, we are of the opinion that the 634,642 shares of
Common Stock which may be issued upon exercise of options granted under the Plan
and the Individual Options are duly authorized shares of the Company's Common
Stock, and, when issued against receipt of the consideration therefor in
accordance with the provisions of the Plan and the Individual Options, as
applicable, will be validly issued, fully paid and nonassessable. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and the use of our name wherever it appears in said
Registration Statement.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDENRICH, LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Enlighten Software Solutions, Inc.:
We consent to incorporation herein by reference of our report dated February 4,
1998, relating to the consolidated balance sheets of Enlighten Software
Solutions, Inc. and subsidiary as of December 31, 1997 and 1996, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in the two-year period ended December 31, 1997, which report
appears in the December 31, 1997, annual report on Form 10-KSB of Enlighten
Software Solutions, Inc.
/s/ KPMG Peat Marwick LLP
Mountain View, California
March 27, 1998
10
