<PAGE> 1
As filed with the Securities and Exchange Commission on August 16, 2000.
Registration No. 333-_________
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
Registration Statement Under The Securities Act of 1933
STORAGE COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 02-0450593
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11 Riverside Street
Nashua, New Hampshire 03062-1373
(603) 880-3005
(Address, including zip code, of principal executive offices)
Storage Computer Corporation 1999 Stock Incentive Plan
(Full title of the plan)
Theodore J. Goodlander
Chief Executive Officer
Storage Computer Corporation
11 Riverside Street
Nashua, New Hampshire 03062-1373
(Name and address of agent for service)
(603) 880-3005
(Telephone number, including area code, of agent for service)
copies to:
William E. Kelly, Esq.
Peabody & Arnold LLP
50 Rowes Wharf
Boston, MA 02110
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered Share (1) Price Fee
---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, par value 2,000,000 shares $9.53125 $19,062,500 $5,032.50
$0.001 per share
================================================================================================================
</TABLE>
<PAGE> 2
(1) Estimated solely for the purpose of computing the registration fee,
pursuant to Rule 457(c) and (h), on the basis of the average of the high
and low prices of the Common Stock, $10.1250 and $8.9375 respectively, as
reported on the American Stock Exchange on August 15, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information required by Part I is included in documents sent or given
to participants in the Storage Computer Corporation 1999 Stock Incentive Plan
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Storage Computer Corporation (the
"Registrant") with the Securities and Exchange Commission are incorporated in
this Registration Statement by reference:
(a) The Registrant's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1999;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Annual Report referred to in (a)
above; and
(c) The description of the Registrant's Common Stock, $.001 par value per
share, contained in the Registrant's Registration Statement on Form 8-A,
including any amendment or report 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 shares of common stock offered
hereby have been sold or which deregisters all shares of common stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of the documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent a statement contained herein or in any
other subsequently filed document which also is or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby will be passed upon for the
Registrant by Peabody & Arnold LLP, 50 Rowes Wharf, Boston, Massachusetts 02110.
William E. Kelly, a partner of Peabody & Arnold LLP, is Secretary of the
Registrant.
-2-
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify a director, officer, employee or agent against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in respect of or in successful defense of any 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 no reasonable cause to believe his
conduct was unlawful.
The Registrant has included a provision in its Certificate of Incorporation
that, subject to certain limitations, eliminates the ability of the Registrant
and its stockholders to recover monetary damages from a director of the
Registrant for a breach of fiduciary duty as a director. Pursuant to Article
TENTH of the Registrant's Certificate of Incorporation, a director of the
Registrant shall not be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except that
Article TENTH shall not eliminate or limit a director's liability (i) for any
breach of the director's duty of loyalty to the Registrant or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit. If the DGCL is amended after approval by the stockholders of Article
TENTH to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Registrant shall
be eliminated or limited to the fullest extent permitted by the DGCL, as so
amended from time to time.
Any repeal or modification of Article TENTH shall not increase the personal
liability of any director of the Registrant for any act or occurrence taking
place prior to such repeal or modification, or otherwise adversely affect any
right or protection of a director of the Registrant existing at the time of such
repeal or modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. EXHIBIT
----------- -------
*4.1. Storage Computer Corporation 1999 Stock Incentive Plan, amended.
*5.1. Opinion of Peabody & Arnold LLP regarding legality.
*23.1. Consent of Richard A. Eisner & Company, LLP.
*23.2. Consent of BDO Seidman, LLP.
*23.3. Consent of Peabody & Arnold LLP (included in its opinion filed as
Exhibit 5.1).
*24.1. Power of Attorney (contained in signature page).
------------------------------
*Filed herewith.
-3-
<PAGE> 4
ITEM 9. UNDERTAKINGS
(a) The 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this 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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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.
(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) The 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 this 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 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 Securities Act and will be governed by the final
adjudication of such issue.
-4-
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Town of Nashua, State of New Hampshire, on this 16th day of
August 2000.
STORAGE COMPUTER CORPORATION
By: /s/ Theodore J. Goodlander
---------------------------------
Theodore J. Goodlander
Chief Executive Officer and Director
POWER OF ATTORNEY AND SIGNATURES
The undersigned officers and directors of Storage Computer Corporation
hereby severally constitute and appoint Theodore J. Goodlander our true and
lawful attorney-in-fact and agent with full power of substitution, to execute in
our name and behalf in the capacities indicated below any and all amendments to
this Registration Statement to be filed with the Securities and Exchange
Commission and hereby ratify and confirm all that such attorney-in-fact and
agent shall lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in their capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Theodore J. Goodlander Chief Executive Officer and August 16, 2000
--------------------------- Director (Principal Executive Officer)
Theodore J. Goodlander
/s/ Peter N. Hood Treasurer and Chief Financial Officer August 16, 2000
--------------------------- (Principal Accounting Officer)
Peter N. Hood
/s/ Edward A. Gardner President, Chief Operating Officer August 16, 2000
--------------------------- and Director
Edward A. Gardner
Director August __, 2000
---------------------------
Steven S. Chen
/s/ Roger Gauld Director August 16, 2000
---------------------------
Roger Gauld
</TABLE>
-5-
<PAGE> 6
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1 Storage Computer Corporation 1999 Stock Incentive Plan, as
amended.
5.1 Opinion of Peabody & Arnold LLP regarding legality.
23.1 Consent of Richard A. Eisner & Company, LLP.
23.2. Consent of BDO Seidman, LLP.
23.3. Consent of Peabody & Arnold LLP (included in its opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (contained in signature page).
-6-
