<PAGE> 1
Registration No. 333-
As filed with the Securities and Exchange Commission on September 22, 1998.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SCC COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 84-0796285
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
6285 LOOKOUT ROAD
BOULDER, COLORADO 80301
(Address, including zip code of Principal Executive Offices)
SCC COMMUNICATIONS CORP. 1998 STOCK INCENTIVE PLAN
SCC COMMUNICATIONS CORP. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
MR. GEORGE K. HEINRICHS, PRESIDENT
SCC COMMUNICATIONS CORP.
6285 LOOKOUT ROAD
BOULDER, COLORADO 80301
(303) 581-5600
(Name, address and telephone number,
including area code, of agent for service)
----------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Proposed
Title of each class of maximum maximum Amount of
securities to be Amount to be offering price per aggregate offering registration
registered registered share(1) price fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value per
share 2,101,055 shares $6.9375 $14,576,069 $4,300
========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based upon the average of the high and low selling
prices reported on the Nasdaq National Market on September 17, 1998.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are hereby incorporated by reference in this
Registration Statement:
(a) the Registrant's prospectus filed pursuant to Rule
424(b) under the Securities Act on June 26, 1998 (File No. 333-49767);
(b) the description of the Registrant's Common Stock
contained in the Registrant's Registration Statement filed under the Exchange
Act on Form 8-A (File No. 000- 29678), including any amendment or report filed
for the purpose of updating such description.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of this offering 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 (such documents, and the documents enumerated above,
being hereinafter referred to as the "Incorporated Documents"). Any statement
contained in an Incorporated Document shall be deemed to be modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed Incorporated Document
or in any prospectus or prospectus supplement modifies or supersedes such
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of the Registrant's common stock
being registered pursuant to this Registration Statement will be passed upon for
the Registrant by Ireland, Stapleton, Pryor & Pascoe, P.C. As of August 24,
1998, a member of such firm was the beneficial owner (for purposes of the
Exchange Act) of 100 shares of the Registrant's common stock.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the
"DGCL") permits indemnification of directors, officers, employees and agents of
corporations under certain conditions and subject to certain limitations. The
Registrant's Bylaws include provisions to require the Registrant to indemnify
its directors and executive officers to the fullest extent permitted by the
DGCL, including circumstances in which indemnification is otherwise
discretionary; the Bylaws further permit the Registrant to indemnify other
officers, employees and agents as permitted by the DGCL. The Registrant has
entered into indemnification agreements with each of its directors and officers
to effect such indemnification obligations. In addition, the Registrant
maintains directors' and officers' liability coverage to insure its
indemnification of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 Form of Amended and Restated Certificate of Incorporation
(incorporated by reference from Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-49767)).
3.2 Form of Restated Bylaws (incorporated by reference from
Exhibit 3.2 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-49767)).
4.1 Form of stock certificate (incorporated by reference from
Exhibit 4.1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-49767)).
4.2 SCC Communications Corp. 1998 Stock Incentive Plan
(incorporated by reference from Exhibit 10.3 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-49767)).
4.3 Form of Incentive Stock Option Agreement.
4.4 Form of Non-Qualified Stock Option Agreement.
4.5 SCC Communications Corp. 1990 Stock Option Plan (incorporated
by reference from Exhibit 10.2 to the Registrant's
Registration Statement on Form S-1 (Registration No.
333-49767)).
II-2
<PAGE> 4
4.6 SCC Communications Corp. Employee Stock Purchase Plan
(incorporated by reference from Exhibit 10.4 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-49767)).
5.1 Opinion of Ireland, Stapleton, Pryor & Pascoe, P.C. regarding
the legality of the Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ireland, Stapleton, Pryor & Pascoe, P.C. (included
in the opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included in Part II of this Registration
Statement under the caption "Signatures").
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
a. 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.
b. That, for the purpose of determining any liability under
the Securities Act of 1933, each 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.
c. 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.
d. 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.
e. To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
II-3
<PAGE> 5
under the Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
f. 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.
II-4
<PAGE> 6
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 duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boulder, State of Colorado, on September 22,
1998.
SCC COMMUNICATIONS CORP.
By: /S/ GEORGE K. HEINRICHS
------------------------
George K. Heinrichs,
President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and/or officers of the Registrant, by
virtue of their signatures to this Registration Statement appearing below,
hereby constitute and appoint George K. Heinrichs or Nancy K. Hamilton, or
either of them, with full power of substitution, as attorney-in-fact in their
names, places and steads to execute any and all amendments to this Registration
Statement in the capacities set forth opposite their names and hereby ratify all
that said attorneys-in-fact may do by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ GEORGE K. HEINRICHS President, Chief Executive Officer September 22, 1998
- ---------------------------- and Director (Principal Executive
George K. Heinrichs Officer)
/s/ NANCY K. HAMILTON Chief Financial Officer and Senior September 22, 1998
- ---------------------------- Vice President (Principal Financial
Nancy K. Hamilton and Accounting Officer)
/s/ JOHN J. SIMS Chief Operating Officer September 22, 1998
- ----------------------------
John J. Sims
/s/ JOHN G. HILL Director September 22, 1998
- ----------------------------
John G. Hill
</TABLE>
II-5
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ DARRELL A. WILLIAMS Director September 22, 1998
- --------------------------
Darrell A. Williams
/s/ DAVID KRONFELD Director September 22, 1998
- --------------------------
David Kronfeld
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
3.1 Form of Amended and Restated Certificate of Incorporation
(incorporated by reference from Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-49767)).
3.2 Form of Restated Bylaws (incorporated by reference from
Exhibit 3.2 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-49767)).
4.1 Form of stock certificate (incorporated by reference from
Exhibit 4.1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-49767)).
4.2 SCC Communications Corp. 1998 Stock Incentive Plan
(incorporated by reference from Exhibit 10.3 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-49767)).
4.3 Form of Incentive Stock Option Agreement.
4.4 Form of Non-Qualified Stock Option Agreement.
4.5 SCC Communications Corp. 1990 Stock Option Plan (incorporated
by reference from Exhibit 10.2 to the Registrant's
Registration Statement on Form S-1 (Registration No.
333-49767)).
4.6 SCC Communications Corp. Employee Stock Purchase Plan
(incorporated by reference from Exhibit 10.4 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-49767)).
5.1 Opinion of Ireland, Stapleton, Pryor & Pascoe, P.C. regarding
the legality of the Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ireland, Stapleton, Pryor & Pascoe, P.C. (included
in the opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included in Part II of this Registration
Statement under the caption "Signatures").
<PAGE> 1
Exhibit 4.3
[SCC LOGO]
INCENTIVE STOCK OPTION AGREEMENT
THIS OPTION AGREEMENT is granted effective ____________ between SCC
Communications Corp. (hereinafter referred to as the "Company"), and
____________________ (hereinafter referred to as "Optionee").
WHEREAS, Optionee is an important and valuable employee with
recognized leadership and experience, and the Company deems it to be in its
interest and in the interest of its shareholders to secure the services of
Optionee for the Company or such of its subsidiary companies as may be
designated by the Company; and
WHEREAS, the Company, as an incentive to Optionee to remain in the
employment of the Company or its subsidiaries and to increase the employee's
proprietary interest in the Company, desires to enter into this Agreement with
the employee containing the terms and conditions hereinafter set forth and to
grant the employee an option to purchase shares of the Common Stock of the
Company.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter contained, and for other good and valuable consideration,
the parties agree as follows:
1. Grant of Option. In consideration of the foregoing, the Company
hereby grants to Optionee the right and option (hereinafter referred to as "the
option") to purchase _________ shares of the Company's Common Stock ("Shares")
pursuant to the following schedule: The option shall vest for twenty-four
percent (24%) on the one year anniversary of the date of grant. After the one
year anniversary, the option shall then vest at two percent (2%) each month
until fully vested. The option shall terminate ten (10) years from the date
hereof and, accordingly, may not be exercised after that date. The purchase
price to be paid for such Common Shares upon exercise of the option shall be
____________ ($_.__) per share. In the event that the Optionee is not a "10%
Stockholder" (as such term is defined in the Plan), then the purchase price
represents the fair market value of the Shares on the date of this Agreement.
Otherwise, the purchase price represents 110% of the fair market value of the
Shares on the date of this Agreement. This option is granted pursuant to, and is
subject to the terms and conditions of the Company's 1998 Stock Incentive Plan,
a copy of which has been furnished to Optionee. Optionee must return an executed
original of this Incentive Stock Option Agreement to SCC within 30 days of the
effective date of grant as stated above or this Agreement shall be considered
null and void.
2. Method of Exercising Option. The option may be exercised, in
whole at any time or in part from time to time, by giving to the Company notice
in writing to that effect. Within thirty (30) days after the receipt by the
Company of notice to exercise the option and upon due satisfaction of all
<PAGE> 2
conditions pertaining to the option as set forth in this Agreement, the Company
shall cause certificates for the number of Shares with respect to which the
option is exercised to be issued in the name of Optionee, or Optionee's
executors, administrators, or other legal representatives, heirs, legatees, next
of kin, or distributees, and to be delivered to Optionee or Optionee's
executors, administrators, or other legal representatives, heirs, legatees, next
of kin, or distributees. Payment of the purchase price for the shares with
respect to which the option is exercised shall be made to the Company upon the
delivery of such stock, together with revenue stamps or checks in an amount
sufficient to pay any stock transfer taxes required on such delivery. The
Company shall give the person or persons entitled to the same at least five (5)
days notice of the time and place for delivery and for the payment of such
purchase price.
3. Conditions of Option. The option is subject to the following
additional conditions:
(a) The option herein granted to Optionee shall not be
transferable by Optionee other than by will or the laws of descent and
distribution, and shall be exercisable, during Optionee's lifetime, only by
Optionee.
(b) The option may be exercised by Optionee only while
Optionee is in the continuous employ of the Company or of a subsidiary of the
Company, or within three (3) months after the date Optionee ceases to be so
employed, but only to the extent that Optionee had the right to exercise such
option at the date of such termination; provided that if Optionee is terminated
for "Misconduct" (as such term is defined in the Plan), then all outstanding
options under the Plan shall terminate immediately and cease to be outstanding.
(c) In the event that Optionee becomes disabled (within
the meaning of Section 22 (e) (3) of the Internal Revenue Code or any successor
section), the option may be exercised by the Optionee to the extent that it was
exercisable on the date Optionee ceased to be employed by the Company or any
subsidiary for a period of one (1) year from the date of termination of
employment (but not later than its specified expiration date).
(d) In the event of the Optionee's death while so employed
or within the three (3) month period referred to in subparagraph (b) above, or
the one (1) year period referred to in subparagraph (c) above, then such option
may be exercised to the extent it was exercisable on the date of Optionee's
death or cessation of employment, whichever occurred first, by Optionee's
executors, administrators, or other legal representatives, heirs, legatees, next
of kin, or distributees within one (1) year, but not later than one (1) year,
after the date of Optionee's death (but not later than the specified expiration
date or following a termination for Misconduct).
4. Representation as to Investment. The exercise of such option and
the delivery of the Shares subject to it will be contingent upon the Company
being furnished by Optionee, Optionee's legal representatives, or other persons
entitled to exercise such option with a statement in writing, in substantially
the form attached as Exhibit A hereto, that at the time of such exercise it is
Optionee's or their intention to acquire the Shares being purchased solely for
investment purposes and not with a view to distribution.
2
<PAGE> 3
5. Qualification of Option. The option is intended to qualify as an
incentive stock option within the meaning of the Internal Revenue Code of 1986,
as amended, and shall be so construed, provided, however, that nothing herein
shall be deemed to be or interpreted as a representation, guarantee, or other
undertaking on the part of the Company that such option is or will be determined
to be an incentive stock option within that or any other section of the Internal
Revenue Code.
6. Notices. Any notice to be given by Optionee as required by this
Agreement shall be sent to the Company at its principal executive offices and
any notice from the Company to Optionee shall be sent to Optionee at Optionee's
address as it appears on the Company's books and records. Either party may
change the address to which notices are to be sent by informing the other party
in writing of the new address.
7. Restriction against Assignment. Except as otherwise expressly
provided above, Optionee agrees on behalf of Optionee and of Optionee's
executors and administrators, heirs, legatees, distributees, and any other
person or persons claiming any benefits under Optionee by virtue of this
Agreement, that this Agreement and the rights, interests, and benefits under it
shall not be assigned, transferred, pledged, or hypothecated in any way by
Optionee or any executor, administrator, heir, legatee, distributee, or other
person claiming under Optionee by virtue of this Agreement. Such rights,
interest, or benefits shall not be subject to execution, attachment, or similar
process. Any attempted assignment, transfer, pledge or hypothecation, or other
disposition of this Agreement or of such rights, interests, and benefits
contrary to the preceding provisions, or the levy of any attachment or similar
process thereupon, shall be null and void and without effect.
8. Market Stand-Off. Upon the request of the Company or any
underwriter's representative in connection with any public offering of the
Company's Common Stock pursuant to registration statements filed with, and
declared effective by, the Securities and Exchange Commission under the
Securities Act of 1933, Optionee agrees not to sell or otherwise transfer any
securities of the Company for a period of 90 days following the effective date
of the applicable registration statements.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its corporate name by its duly authorized corporate officers, and Optionee has
hereunto set hand and seal, as of the day and year first above written.
ATTEST: SCC COMMUNICATIONS CORP.
- ----------------------------- -------------------------------
Ass't. Secretary Chief Financial Officer
--------------------------------
----------------------, Optionee
3
<PAGE> 4
EXHIBIT A
(For exercise of option)
SCC Communications Corp.
6285 Lookout Road
Boulder, CO 80301
Attention: President
Sir or Madam:
The undersigned elects to exercise the option to purchase ________
shares of Common Stock ("Shares") of SCC Communications Corp. (the
"Corporation") under and pursuant to the incentive stock option _____ or
non-qualified stock option _____ (check one) granted to the undersigned by the
Corporation on ___________________, 19 __, pursuant to the Corporation's 1990
Stock Option Plan (the "Predecessor Plan") or the 1998 Stock Incentive Plan
(together with the Predecessor Plan, the "Plan"). Such option together with its
corresponding stock option agreement shall be referred to herein as the
"Option."
Prior to issuance of said Shares, I will make full payment of the
purchase price for the Shares in cash or check, or by tender of qualified stock
of the Corporation having a fair market value not less than the purchase price,
or as otherwise approved by the Corporation's Board of Directors, all as subject
to the provisions of the Option and the Plan.
I represent and agree that I am over eighteen (18) years of age,
that I am acquiring the Shares for investment and that I have no intention to
transfer, sell or otherwise dispose of such Shares, except as permitted pursuant
to the Plan and in compliance with applicable securities laws.
I further acknowledge and understand that the Shares must be held
indefinitely unless they are subsequently registered under the Securities Act of
1933 or an exemption from such registration is available. I further acknowledge
and understand that the Corporation is under no obligation to register the
Shares and that, in the absence of registration, the Shares may not be
transferred. I understand that the instrument evidencing the Shares may be
imprinted with legends which prohibit the transfer of the Shares unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Corporation. I do not have any contract, agreement or
arrangement with any persons to sell, transfer or grant participations to such
person or to any third person with respect to any of the Shares.
I am aware of the adoption of Rules 144 and 701 by the Securities
and Exchange Commission, promulgated under the Securities Act of 1933, which
permit limited public resale of securities acquired in a non-public offering,
including the securities issued on exercise of this option, subject to the
satisfaction of certain conditions, including, among other things: the
availability of certain public information about the Corporation, the resale
occurring not less than one year after the party has purchased and paid for the
securities to be sold, the sale's being through a broker in an unsolicited
<PAGE> 5
"brokers' transaction," and the amount of securities being sold during any
three-month period not exceeding specified limitations (generally, 1% of the
total amount outstanding).
I agree further that said Shares are being acquired by me in
accordance with and subject to the terms, provisions and conditions of the Plan
and the Option, to all of which I hereby expressly assent. These agreements
shall bind and inure to the benefit of my heirs, legal representatives,
successors and assigns.
My address of record is:
------------------------------------
------------------------------------
and my Social Security Number is:
---------------------------------------------
Very truly yours,
Signature:
----------------------------------
Name Printed: ------------------------------
Receipt of the above is hereby acknowledged:
SCC Communications Corp.
By:
-----------------------------------
Title:
--------------------------------
Dated:
-------------------------------
2
<PAGE> 1
Exhibit 4.4
[SCC LOGO]
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS OPTION AGREEMENT is granted effective ____________ between SCC
Communications Corp. (hereinafter referred to as the "Company"), and
____________________ (hereinafter referred to as "Optionee").
WHEREAS, Optionee is an important and valuable employee,
non-employee member of the Board, consultant or independent advisor providing
services to the Company, and the Company deems it to be in its interest and in
the interest of its shareholders to secure the services of Optionee for the
Company or such of its parent or subsidiary companies as may be designated by
the Company; and
WHEREAS, the Company, as an incentive to Optionee to continue to
provide services to the Company or its parent or subsidiaries and to increase
the Optionee's proprietary interest in the Company, desires to enter into this
Agreement with the Optionee containing the terms and conditions hereinafter set
forth and to grant the Optionee an option to purchase shares of the Common Stock
of the Company.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter contained, and for other good and valuable consideration,
the parties agree as follows:
1. Grant of Option. In consideration of the foregoing, the Company
hereby grants to Optionee the right and option (hereinafter referred to as "the
option") to purchase _________ shares of the Company's Common Stock ("Shares")
pursuant to the following schedule: The option shall vest for twenty-four
percent (24%) on the one year anniversary of the date of grant. After the one
year anniversary, the option shall then vest at two percent (2%) each month
until fully vested. The option shall terminate ten (10) years from the date
hereof and, accordingly, may not be exercised after that date. The purchase
price to be paid for such Common Shares upon exercise of the option shall be
____________ ($_.__) per share. That figure represents the fair market value of
the Shares on the date of this Agreement. This option is granted pursuant to,
and is subject to the terms and conditions of the Company's 1998 Stock Incentive
Plan, a copy of which has been furnished to Optionee. Optionee must return an
executed original of this Incentive Stock Option Agreement to SCC within 30 days
of the effective date of grant as stated above or this Agreement shall be
considered null and void.
2. Method of Exercising Option. The option may be exercised, in
whole at any time or in part from time to time, by giving to the Company notice
in writing to that effect. Within thirty (30) days after the receipt by the
Company of notice to exercise the option and upon due satisfaction of all
conditions pertaining to the option as set forth in this Agreement, the Company
shall cause certificates for the number of Shares with respect to which the
option is exercised to be issued in the name of Optionee, or Optionee's
<PAGE> 2
executors, administrators, or other legal representatives, heirs, legatees, next
of kin, or distributees, and to be delivered to Optionee or Optionee's
executors, administrators, or other legal representatives, heirs, legatees, next
of kin, or distributees. Payment of the purchase price for the shares with
respect to which the option is exercised shall be made to the Company upon the
delivery of such stock, together with revenue stamps or checks in an amount
sufficient to pay any stock transfer taxes required on such delivery. The
Company shall give the person or persons entitled to the same at least five (5)
days notice of the time and place for delivery and for the payment of such
purchase price.
3. Conditions of Option. The option is subject to the following
additional conditions:
(a) The option herein granted to Optionee shall not be
transferable by Optionee other than by will or the laws of descent and
distribution, and shall be exercisable, during Optionee's lifetime, only by
Optionee.
(b) The option may be exercised by Optionee only while
Optionee provides continuing "Service" (as that term is defined in the Plan) to
the Company or to a subsidiary or parent of the Company, or within three (3)
months after the date Optionee ceases to provide such Service, but only to the
extent that Optionee had the right to exercise such option at the date of such
termination of Service; provided that if Optionee's Service is terminated for
"Misconduct" (as such term is defined in the Plan), then all outstanding options
under the Plan shall terminate immediately and cease to be outstanding.
(c) In the event that Optionee becomes disabled (within
the meaning of Section 22 (e) (3) of the Internal Revenue Code or any successor
section), the option may be exercised by the Optionee to the extent that it was
exercisable on the date Optionee ceased providing Service to the Company or any
subsidiary or parent for a period of one (1) year from the date of Service
termination (but not later than its specified expiration date).
(d) In the event of the Optionee's death while providing
Service or within the three (3) month period referred to in subparagraph (b)
above, or the one (1) year period referred to in subparagraph (c) above, then
such option may be exercised to the extent it was exercisable on the date of
Optionee's death or cessation of Service, whichever occurred first, by
Optionee's executors, administrators, or other legal representatives, heirs,
legatees, next of kin, or distributees within one (1) year, but not later than
one (1) year, after the date of Optionee's death (but not later than the
specified expiration date or following a termination of Service for Misconduct).
4. Representation as to Investment. The exercise of such option and
the delivery of the Shares subject to it will be contingent upon the Company
being furnished by Optionee, Optionee's legal representatives, or other persons
entitled to exercise such option with a statement in writing, in substantially
the form attached as Exhibit A hereto, that at the time of such exercise it is
Optionee's or their intention to acquire the Shares being purchased solely for
investment purposes and not with a view to distribution.
2
<PAGE> 3
5. Notices. Any notice to be given by Optionee as required by this
Agreement shall be sent to the Company at its principal executive offices and
any notice from the Company to Optionee shall be sent to Optionee at Optionee's
address as it appears on the Company's books and records. Either party may
change the address to which notices are to be sent by informing the other party
in writing of the new address.
6. Restriction against Assignment. Except as otherwise expressly
provided above, Optionee agrees on behalf of Optionee and of Optionee's
executors and administrators, heirs, legatees, distributees, and any other
person or persons claiming any benefits under Optionee by virtue of this
Agreement, that this Agreement and the rights, interests, and benefits under it
shall not be assigned, transferred, pledged, or hypothecated in any way by
Optionee or any executor, administrator, heir, legatee, distributee, or other
person claiming under Optionee by virtue of this Agreement. Such rights,
interest, or benefits shall not be subject to execution, attachment, or similar
process. Any attempted assignment, transfer, pledge or hypothecation, or other
disposition of this Agreement or of such rights, interests, and benefits
contrary to the preceding provisions, or the levy of any attachment or similar
process thereupon, shall be null and void and without effect.
7. Market Stand-Off. Upon the request of the Company or any
underwriter's representative in connection with any public offering of the
Company's Common Stock pursuant to registration statements filed with, and
declared effective by, the Securities and Exchange Commission under the
Securities Act of 1933, Optionee agrees not to sell or otherwise transfer any
securities of the Company for a period of 90 days following the effective date
of the applicable registration statements.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its corporate name by its duly authorized corporate officers, and Optionee has
hereunto set hand and seal, as of the day and year first above written.
ATTEST: SCC COMMUNICATIONS CORP.
- ----------------------------- -------------------------------
Ass't. Secretary Chief Financial Officer
--------------------------------
----------------------, Optionee
3
<PAGE> 4
EXHIBIT A
(For exercise of option)
SCC Communications Corp.
6285 Lookout Road
Boulder, CO 80301
Attention: President
Sir or Madam:
The undersigned elects to exercise the option to purchase _________
shares of Common Stock ("Shares") of SCC Communications Corp. (the
"Corporation") under and pursuant to the incentive stock option _____ or non-
qualified stock option _____ (check one) granted to the undersigned by the
Corporation on _____________, 19 __, pursuant to the Corporation's 1990 Stock
Option Plan (the "Predecessor Plan") or the 1998 Stock Incentive Plan (together
with the Predecessor Plan, the "Plan"). Such option together with its
corresponding stock option agreement shall be referred to herein as the
"Option."
Prior to issuance of said Shares, I will make full payment of the
purchase price for the Shares in cash or check, or by tender of qualified stock
of the Corporation having a fair market value not less than the purchase price,
or as otherwise approved by the Corporation's Board of Directors, all as subject
to the provisions of the Option and the Plan.
I represent and agree that I am over eighteen (18) years of age,
that I am acquiring the Shares for investment and that I have no intention to
transfer, sell or otherwise dispose of such Shares, except as permitted pursuant
to the Plan and in compliance with applicable securities laws.
I further acknowledge and understand that the Shares must be held
indefinitely unless they are subsequently registered under the Securities Act of
1933 or an exemption from such registration is available. I further acknowledge
and understand that the Corporation is under no obligation to register the
Shares and that, in the absence of registration, the Shares may not be
transferred. I understand that the instrument evidencing the Shares may be
imprinted with legends which prohibit the transfer of the Shares unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Corporation. I do not have any contract, agreement or
arrangement with any persons to sell, transfer or grant participations to such
person or to any third person with respect to any of the Shares.
I am aware of the adoption of Rules 144 and 701 by the Securities
and Exchange Commission, promulgated under the Securities Act of 1933, which
permit limited public resale of securities acquired in a non-public offering,
including the securities issued on exercise of this option, subject to the
satisfaction of certain conditions, including, among other things: the
availability of certain public information about the Corporation, the resale
occurring not less than one year after the party has purchased and paid for the
securities to be sold, the sale's being through a broker in an unsolicited
<PAGE> 5
"brokers' transaction," and the amount of securities being sold during any
three-month period not exceeding specified limitations (generally, 1% of the
total amount outstanding).
I agree further that said Shares are being acquired by me in
accordance with and subject to the terms, provisions and conditions of the Plan
and the Option, to all of which I hereby expressly assent. These agreements
shall bind and inure to the benefit of my heirs, legal representatives,
successors and assigns.
My address of record is:
------------------------------------
------------------------------------
and my Social Security Number is:
--------------------------------------------
Very truly yours,
Signature:
----------------------------------
Name Printed: ------------------------------
Receipt of the above is hereby acknowledged:
SCC Communications Corp.
By:
-----------------------------------
Title:
--------------------------------
Dated:
-------------------------------
2
<PAGE> 1
Exhibit 5.1
September 22, 1998
SCC Communications Corp.
6285 Lookout Road
Boulder, Colorado 80301
Ladies and Gentlemen:
We are counsel to SCC Communications Corp., a Delaware corporation (the
"Company"), and in such capacity have examined the Company's Registration
Statement on Form S-8 (the "Registration Statement"), being filed with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of the offering of a maximum of 2,101,055
shares (the "Shares") of the Company's Common Stock, to be issued pursuant to
the SCC Communications Corp. 1998 Stock Incentive Plan and the SCC
Communications Corp. Employee Stock Purchase Plan (collectively, the "Plans").
We are familiar with the proceedings undertaken by the Company in connection
with the authorization, reservation and registration of the Shares.
Additionally, we have examined such questions of law and fact as we have
considered necessary or appropriate for purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, upon issuance, delivery and payment therefor as contemplated by
the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
IRELAND, STAPLETON, PRYOR & PASCOE, P.C.
By: /s/ Susan L. Oakes
--------------------------------
Susan L. Oakes, Vice President
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
As independent public accountants, we hereby consent to the use of our report
(and all references to our Firm), which is included in SCC Communications
Corp.'s registration statement on Form S-1 (Registration No. 333-49767) filed
with the Securities and Exchange Commission and which is incorporated by
reference in this Registration Statement on Form S-8 pertaining to the
registration of 2,101,055 shares of common stock, $0.001 par value, of SCC
Communications Corp. authorized for issuance pursuant to the SCC Communications
Corp. 1998 Stock Incentive Plan and the SCC Communications Corp. Employee Stock
Purchase Plan.
ARTHUR ANDERSEN LLP
Denver, Colorado
September 22, 1998
