<PAGE>
As filed with the Securities and Exchange Commission on May 24, 1999
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
ITERATED SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-1741516
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3525 Piedmont Road
Seven Piedmont Center, Suite 600
Atlanta, Georgia 30305-1530
(404) 264-8000
(Address of registrant's principal executive offices, including zip code
and telephone number, including area code)
___________________________
1994 Amended and Restated Directors Stock Option Plan
1994 Amended and Restated Stock Option Plan
(Full title of the Plans)
John C. Bacon Copy to:
Chief Executive Officer John C. Yates, Esq.
Iterated Systems, Inc. Rosemarie A. Thurston, Esq.
Seven Piedmont Center, Suite 600 Morris, Manning & Martin, L.L.P.
3525 Piedmont Road 1600 Atlanta Financial Center
Atlanta, Georgia 30305-1530 3343 Peachtree Road, N.E.
(404) 264-8000 Atlanta, Georgia 30326
(404) 233-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed
Maximum Offering Proposed Maximum
Amount to be Registered Price Per Share Aggregate Offering
Title of Securities to be Registered (1) (2) Price (2) Amount of Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 1,000,000 shares $0.86 $860,000 $239
===================================================================================================================================
</TABLE>
(1) Represents additional shares available for issuance under the 1994
Amended and Restated Stock Option Plan, as amended, as of April 12,
1999.
(2) The offering price information is estimated as of May 24, 1999,
pursuant to Rule 457, solely for the purpose of calculating the
registration fee.
<PAGE>
On December 9, 1998, the Registrant filed an initial Form S-8 Registration
Statement (File No. 333-68593) to register 3,400,000 shares of Common Stock
reserved for issuance under the Iterated Systems, Inc. 1994 Amended and Restated
Stock Option Plan (the "Plan"). On February 26, 1999, an amendment to the Plan
(the "Plan Amendment") was duly adopted by the Board of Directors increasing the
number of shares reserved for issuance under the Plan to 4,400,000. The
contents of such Registration Statement are incorporated by reference. This
registration statement relates to an additional 1,000,000 shares of Common
Stock, $.01 par value per share of the Registrant, reserved for issuance under
the Plan pursuant to the Plan Amendment.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit No. Description
----------- -----------
4.1 Fourth Amendment to Registrant's 1994 Amended and
Restated Stock Option Plan, as amended through
April 12, 1999
4.2 Amended and Restated Articles of Incorporation of
Iterated Systems, Inc. (incorporated by reference
to Exhibit 3.1 to the Registrant's Registration
Statement on Form 10, File Number 0-24087)
4.3 Restated Bylaws of Iterated Systems, Inc.
(incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form 10,
File Number 0-24087)
5.1 Opinion of Morris, Manning & Martin, L.L.P. as to
the legality of the securities being registered
23.1 Consent of Morris, Manning & Martin, L.L.P.
(included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (included on signature page)
2
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act, the undersigned
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 Atlanta, State of Georgia, on this the 24th day of
May, 1999.
ITERATED SYSTEMS, INC.
By: /s/ John C. Bacon
---------------------------------------
John C. Bacon
President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures appears
below constitutes and appoints John C. Bacon as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign a Registration Statement relating to the registration of
shares of common stock on Form S-8 and to sign any and all amendments (including
post effective amendments) to the Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing required or necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute, could lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<S> <C> <C>
/s/ John C. Bacon President, May 24, 1999
- -------------------------------
John C. Bacon Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Haines H. Hargrett Chief Financial Officer May 24, 1999
- -------------------------------
Haines H. Hargrett (Principal Financial and Accounting Officer)
s/ Michael F. Barnsley Director May 24, 1999
- -------------------------------
Michael F. Barnsley
/s/ John R. Festa Director May 24, 1999
- -------------------------------
John R. Festa
s/ Terje Mikalsen Director May 24, 1999
- -------------------------------
Terje Mikalsen
s/ Alan D. Sloan Director May 24, 1999
- -------------------------------
Alan D. Sloan
/s/ Asmund R. Slogedal Director May 24, 1999
- -------------------------------
Asmund R. Slogedal
</TABLE>
3
<PAGE>
FOURTH AMENDMENT TO THE ITERATED SYSTEMS, INC.
1994 AMENDED AND RESTATED STOCK OPTION PLAN
The Iterated Systems, Inc. 1994 Amended and Restated Stock Option Plan (the
"Plan") is hereby amended in the following respect, effective April 12, 1999:
1
The first sentence of Section 3 of the Plan is deleted in its entirety and
the following new first sentence is substituted therefor:
The total number of Shares that may be issued pursuant to the ISOs or Non-
ISOs granted under the Plan shall not, in the aggregate, exceed four million
four hundred thousand (4,400,000), as adjusted below and pursuant to Section 14.
The foregoing Amendment was approved by the Board of Directors on February
26, 1999 and by the Shareholder on April 12, 1999.
/s/ Haines H. Hargrett
----------------------
Corporate Secretary
<PAGE>
[LETTERHEAD OF MORRIS, MANNING & MARTIN]
May 21, 1999
Iterated Systems, Inc.
Seven Piedmont Circle, Suite 600
3525 Piedmont Road
Atlanta, Georgia 30305-1530
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Iterated Systems, Inc., a Georgia corporation
(the "Registrant"), in connection with the registration under the Securities Act
of 1933, as amended, pursuant to a Registration Statement on Form S-8, of a
proposed offering of an additional 1,000,000 shares of the Registrant's common
stock, $.01 par value per share ("Shares"), issuable pursuant to the Iterated
Systems, Inc. 1994 Amended and Restated Stock Option Plan, as amended (the "1994
Plan").
We have examined and are familiar with the originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records,
and other instruments relating to the incorporation of the Registrant and to the
authorization and issuance of Shares under the 1994 Plan as would be necessary
and advisable for purposes of rendering this opinion. Based upon and subject to
the foregoing, we are of the opinion that the Shares have been duly authorized
and, when issued as contemplated by the 1994 Plan, will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Registrant's registration statement on Form S-8.
Very truly yours,
MORRIS, MANNING & MARTIN, L.L.P.
/s/ Morris, Manning & Martin, L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our reports dated January 15, 1999, with respect to the consolidated
financial statements and schedule of Iterated Systems, Inc. incorporated by
reference or appearing in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
May 20, 1999
