As filed with the Securities and Exchange Commission on November 21, 1996
Registration No. ________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VIASOFT, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94-2892506
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3033 North 44th Street, Phoenix, Arizona 85018
- --------------------------------------------------------------------------------
(Address of Registrant's Principal Executive Offices, including zip code)
VIASOFT, Inc. Employee Stock Purchase Plan
- --------------------------------------------------------------------------------
(Full title of the plan)
Catherine R. Hardwick, General Counsel and Secretary
VIASOFT, Inc.
3033 North 44th Street
Phoenix, Arizona 85018
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(602) 952-0050
- --------------------------------------------------------------------------------
(Telephone number, including area code of agent for service)
The contents of the Form S-8 Registration Statement Under the Securities Act of
1933 for the VIASOFT, Inc. Employee Stock Purchase Plan, Registration No.
33-89870, as filed with the Securities and Exchange Commission on March 1, 1995,
and as amended, are incorporated herein by reference.
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered Per Share * Price * Fee
---------- ---------- ----------- --------- ------------
Common Stock, 400,000 $45.25 $18,100,000 $6,241
$.001 par value
<PAGE>
_________________________
* Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the high and low prices reported on
the consolidated reporting system as of November 15, 1996.
- --------------------------------------------------------------------------------
In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement shall be deemed to register any additional securities to
be offered or issued to prevent dilution resulting from future stock splits,
stock dividends or similar transactions.
2
<PAGE>
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 Phoenix, in the State of Arizona, on November 20,
1996.
VIASOFT, Inc.
By: /s/ Steven D. Whiteman
-----------------------------------------
Steven D. Whiteman
President and Chief Executive Officer
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.
Signature Title Date
--------- ----- ----
/s/ Steven D. Whiteman Chief Executive Officer; November 20, 1996
- ------------------------------ President; Director
Steven D. Whiteman
/s/ Mark R. Schonau Chief Financial Officer; November 20, 1996
- ------------------------------ Vice President; Treasurer
Mark R. Schonau
*/s/ Michael A. Wolf Executive Vice President; November 20, 1996
- ------------------------------ Director
Michael A. Wolf
* /s/ John J. Barry III Director November 20, 1996
- ------------------------------
John J. Barry III
3
<PAGE>
* /s/ A. LeRoy Ellison Director November 20, 1996
- ------------------------------
A. LeRoy Ellison
* /s/ Robert C. Kagle Director November 20, 1996
- ------------------------------
Robert C. Kagle
* /s/ Alexander S. Kuli Director November 20, 1996
- ------------------------------
Alexander S. Kuli
* /s/ J. David Parrish Director November 20, 1996
- ------------------------------
J. David Parrish
Director November 20, 1996
- ------------------------------
Arthur C. Patterson
*By /s/ Steven D. Whiteman
-------------------------
Steven D. Whiteman
Attorney-in-Fact
4
<PAGE>
EXHIBIT INDEX
Exhibit Page or
Number Description Method of Filing
- ------ ----------- ----------------
5 Form of opinion rendered by Catherine R. Hardwick, Page 6
General Counsel and Secretary for the Registrant
(including consent)
23.1 Consent of Independent Public Accountants Page 7
23.2 Consent of Counsel See Exhibit 5
24.1 Power of Attorney of John J. Barry III Page 8
24.2 Power of Attorney of Michael A. Wolf Page 10
24.3 Power of Attorney of A. LeRoy Ellison Page 12
24.4 Power of Attorney of Robert C. Kagle Page 14
24.5 Power of Attorney of Alexander S. Kuli Page 16
24.6 Power of Attorney of J. David Parrish Page 18
5
[VIASOFT letterhead]
November 20, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: VIASOFT, Inc. Employee Stock Purchase Plan
Ladies and Gentlemen:
I have acted as counsel to VIASOFT, Inc., a Delaware corporation (the
"Company"), in connection with its Registration Statement on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933 relating to the
registration of 400,000 shares of its Common Stock, $.001 par value (the
"Shares"), issuable pursuant to the Company's Employee Stock Purchase Plan (the
"Plan"). In connection with this representation, I have examined such documents,
corporate records and other instruments as I have deemed necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, I am of the opinion that the Shares, when
issued and sold in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
By: /s/ Catherine R. Hardwick
-----------------------------
Catherine R. Hardwick
General Counsel and Secretary
EXHIBIT 5
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 1, 1996
(except with respect to the stock split discussed in Note 1 and the agreement
with Tadiran Information Systems, Ltd. discussed in Note 8, as to which the date
is August 30, 1996) included in VIASOFT, Inc.'s annual report on Form 10-K for
the year ended June 30, 1996 and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Phoenix, Arizona
November 20, 1996
EXHIBIT 23.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven D. Whiteman, Michael A. Wolf, and Catherine R. Hardwick, and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to do any and all acts and things and to execute any and
all documents which said attorney-in-fact and agent may deem necessary or
advisable to enable VIASOFT, Inc., a Delaware corporation (the "Corporation"),
(1) to sign a Form S-8 Registration Statement in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of up to
400,000 additional shares of Common Stock (the "Shares") issuable under the
Employee Stock Purchase Plan, as amended, together with any and all future
amendments (and post-effective amendments) to such Registration Statement, and
to file the same with all exhibits thereto, and all documents in connection
therewith, and to comply with the Act and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof; (2)
to effect the exemption from or, if necessary, the registration or qualification
of all or part of the Shares for offer and sale under the securities or Blue Sky
laws and to effect, if necessary, the registration of the Corporation as a
dealer or broker in any such state or states wherein such registration or
qualification is required or advisable for the purpose of offering or selling
therein the Shares, and to execute and file such irrevocable written consents to
service of process on the part of the undersigned to be used in such state or
states as may be requisite under the securities or Blue Sky laws therein in
connection with said exemption from or, if necessary, the registration or
qualification of the Shares or in connection with said registration of the
Corporation as a dealer or broker, and to appoint the appropriate entity or
state official agent of the undersigned for the purpose of receiving and
accepting process; and (3) to effect the listing of the Shares on the Nasdaq
National Market System or any national securities exchanges; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents in
the capacity indicated on this 10 day of Oct., 1996.
/s/ John J. Barry III
--------------------------------------------
Director (Signature)
John J. Barry III
--------------------------------------------
Director (Print Name)
Witness: /s/ Cathy Hardwick
----------------------------------
EXHIBIT 24.1
<PAGE>
STATE OF ARIZONA )
-------------------
) ss.
County of Maricopa )
-------------------
On this 10th day of Oct., 1996, before me, the undersigned Notary
Public, personally appeared John J. Barry III, known to me to be the person
whose name is subscribed to the within instrument and acknowledged that he
executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Valada E. Bolster
----------------------------------------------
Notary Public
My commission expires:
Dec. 3, 1998
- -----------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven D. Whiteman, Michael A. Wolf, and Catherine R. Hardwick, and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to do any and all acts and things and to execute any and
all documents which said attorney-in-fact and agent may deem necessary or
advisable to enable VIASOFT, Inc., a Delaware corporation (the "Corporation"),
(1) to sign a Form S-8 Registration Statement in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of up to
400,000 additional shares of Common Stock (the "Shares") issuable under the
Employee Stock Purchase Plan, as amended, together with any and all future
amendments (and post-effective amendments) to such Registration Statement, and
to file the same with all exhibits thereto, and all documents in connection
therewith, and to comply with the Act and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof; (2)
to effect the exemption from or, if necessary, the registration or qualification
of all or part of the Shares for offer and sale under the securities or Blue Sky
laws and to effect, if necessary, the registration of the Corporation as a
dealer or broker in any such state or states wherein such registration or
qualification is required or advisable for the purpose of offering or selling
therein the Shares, and to execute and file such irrevocable written consents to
service of process on the part of the undersigned to be used in such state or
states as may be requisite under the securities or Blue Sky laws therein in
connection with said exemption from or, if necessary, the registration or
qualification of the Shares or in connection with said registration of the
Corporation as a dealer or broker, and to appoint the appropriate entity or
state official agent of the undersigned for the purpose of receiving and
accepting process; and (3) to effect the listing of the Shares on the Nasdaq
National Market System or any national securities exchanges; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents in
the capacity indicated on this 10th day of October, 1996.
/s/ Michael A. Wolf
------------------------------------------
Director (Signature)
Michael A. Wolf
------------------------------------------
Director (Print Name)
Witness: /s/ Cathy Hardwick
--------------------------------
EXHIBIT 24.2
<PAGE>
STATE OF ARIZONA )
----------------
) ss.
County of Maricopa )
---------------
On this 10th day of Oct., 1996, before me, the undersigned Notary
Public, personally appeared Michael A. Wolf, known to me to be the person whose
name is subscribed to the within instrument and acknowledged that he executed
the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Valada E. Bolster
----------------------------------------------
Notary Public
My commission expires:
Dec. 3, 1998
- -------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven D. Whiteman, Michael A. Wolf, and Catherine R. Hardwick, and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to do any and all acts and things and to execute any and
all documents which said attorney-in-fact and agent may deem necessary or
advisable to enable VIASOFT, Inc., a Delaware corporation (the "Corporation"),
(1) to sign a Form S-8 Registration Statement in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of up to
400,000 additional shares of Common Stock (the "Shares") issuable under the
Employee Stock Purchase Plan, as amended, together with any and all future
amendments (and post-effective amendments) to such Registration Statement, and
to file the same with all exhibits thereto, and all documents in connection
therewith, and to comply with the Act and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof; (2)
to effect the exemption from or, if necessary, the registration or qualification
of all or part of the Shares for offer and sale under the securities or Blue Sky
laws and to effect, if necessary, the registration of the Corporation as a
dealer or broker in any such state or states wherein such registration or
qualification is required or advisable for the purpose of offering or selling
therein the Shares, and to execute and file such irrevocable written consents to
service of process on the part of the undersigned to be used in such state or
states as may be requisite under the securities or Blue Sky laws therein in
connection with said exemption from or, if necessary, the registration or
qualification of the Shares or in connection with said registration of the
Corporation as a dealer or broker, and to appoint the appropriate entity or
state official agent of the undersigned for the purpose of receiving and
accepting process; and (3) to effect the listing of the Shares on the Nasdaq
National Market System or any national securities exchanges; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents in
the capacity indicated on this 10 day of Oct., 1996.
/s/ A. LeRoy Ellison
------------------------------------------
Director (Signature)
A. LeRoy Ellison
------------------------------------------
Director (Print Name)
Witness: /s/ Cathy Hardwick
--------------------------------
EXHIBIT 24.3
<PAGE>
STATE OF ARIZONA )
----------------
) ss.
County of Maricopa )
---------------
On this 10th day of Oct., 1996, before me, the undersigned Notary
Public, personally appeared A. LeRoy Ellison, known to me to be the person whose
name is subscribed to the within instrument and acknowledged that he executed
the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Valada E. Bolster
----------------------------------------------
Notary Public
My commission expires:
Dec. 3, 1998
- ------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven D. Whiteman, Michael A. Wolf, and Catherine R. Hardwick, and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to do any and all acts and things and to execute any and
all documents which said attorney-in-fact and agent may deem necessary or
advisable to enable VIASOFT, Inc., a Delaware corporation (the "Corporation"),
(1) to sign a Form S-8 Registration Statement in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of up to
400,000 additional shares of Common Stock (the "Shares") issuable under the
Employee Stock Purchase Plan, as amended, together with any and all future
amendments (and post-effective amendments) to such Registration Statement, and
to file the same with all exhibits thereto, and all documents in connection
therewith, and to comply with the Act and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof; (2)
to effect the exemption from or, if necessary, the registration or qualification
of all or part of the Shares for offer and sale under the securities or Blue Sky
laws and to effect, if necessary, the registration of the Corporation as a
dealer or broker in any such state or states wherein such registration or
qualification is required or advisable for the purpose of offering or selling
therein the Shares, and to execute and file such irrevocable written consents to
service of process on the part of the undersigned to be used in such state or
states as may be requisite under the securities or Blue Sky laws therein in
connection with said exemption from or, if necessary, the registration or
qualification of the Shares or in connection with said registration of the
Corporation as a dealer or broker, and to appoint the appropriate entity or
state official agent of the undersigned for the purpose of receiving and
accepting process; and (3) to effect the listing of the Shares on the Nasdaq
National Market System or any national securities exchanges; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents in
the capacity indicated on this 10th day of October, 1996.
/s/ Robert C. Kagle
------------------------------------------
Director (Signature)
Robert C. Kagle
------------------------------------------
Director (Print Name)
Witness: /s/ Cathy Hardwick
--------------------------------
EXHIBIT 24.4
<PAGE>
STATE OF ARIZONA )
---------------------
) ss.
County of Maricopa )
--------------------
On this 10th day of Oct., 1996, before me, the undersigned Notary
Public, personally appeared Robert C. Kagle, known to me to be the person whose
name is subscribed to the within instrument and acknowledged that he executed
the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Valada E. Bolster
----------------------------------------------
Notary Public
My commission expires:
Dec. 3, 1998
- -----------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven D. Whiteman, Michael A. Wolf, and Catherine R. Hardwick, and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to do any and all acts and things and to execute any and
all documents which said attorney-in-fact and agent may deem necessary or
advisable to enable VIASOFT, Inc., a Delaware corporation (the "Corporation"),
(1) to sign a Form S-8 Registration Statement in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of up to
400,000 additional shares of Common Stock (the "Shares") issuable under the
Employee Stock Purchase Plan, as amended, together with any and all future
amendments (and post-effective amendments) to such Registration Statement, and
to file the same with all exhibits thereto, and all documents in connection
therewith, and to comply with the Act and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof; (2)
to effect the exemption from or, if necessary, the registration or qualification
of all or part of the Shares for offer and sale under the securities or Blue Sky
laws and to effect, if necessary, the registration of the Corporation as a
dealer or broker in any such state or states wherein such registration or
qualification is required or advisable for the purpose of offering or selling
therein the Shares, and to execute and file such irrevocable written consents to
service of process on the part of the undersigned to be used in such state or
states as may be requisite under the securities or Blue Sky laws therein in
connection with said exemption from or, if necessary, the registration or
qualification of the Shares or in connection with said registration of the
Corporation as a dealer or broker, and to appoint the appropriate entity or
state official agent of the undersigned for the purpose of receiving and
accepting process; and (3) to effect the listing of the Shares on the Nasdaq
National Market System or any national securities exchanges; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents in
the capacity indicated on this 10 day of October, 1996.
/s/ Alexander S. Kuli
------------------------------------------
Director (Signature)
Alexander S. Kuli
------------------------------------------
Director (Print Name)
Witness: /s/ Cathy Hardwick
--------------------------------
EXHIBIT 24.5
<PAGE>
STATE OF ARIZONA )
----------------
) ss.
County of Maricopa )
---------------
On this 10th day of Oct., 1996, before me, the undersigned Notary
Public, personally appeared Alexander S. Kuli, known to me to be the person
whose name is subscribed to the within instrument and acknowledged that he
executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Valada E. Bolster
----------------------------------------------
Notary Public
My commission expires:
Dec. 3, 1998
- -----------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven D. Whiteman, Michael A. Wolf, and Catherine R. Hardwick, and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to do any and all acts and things and to execute any and
all documents which said attorney-in-fact and agent may deem necessary or
advisable to enable VIASOFT, Inc., a Delaware corporation (the "Corporation"),
(1) to sign a Form S-8 Registration Statement in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of up to
400,000 additional shares of Common Stock (the "Shares") issuable under the
Employee Stock Purchase Plan, as amended, together with any and all future
amendments (and post-effective amendments) to such Registration Statement, and
to file the same with all exhibits thereto, and all documents in connection
therewith, and to comply with the Act and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof; (2)
to effect the exemption from or, if necessary, the registration or qualification
of all or part of the Shares for offer and sale under the securities or Blue Sky
laws and to effect, if necessary, the registration of the Corporation as a
dealer or broker in any such state or states wherein such registration or
qualification is required or advisable for the purpose of offering or selling
therein the Shares, and to execute and file such irrevocable written consents to
service of process on the part of the undersigned to be used in such state or
states as may be requisite under the securities or Blue Sky laws therein in
connection with said exemption from or, if necessary, the registration or
qualification of the Shares or in connection with said registration of the
Corporation as a dealer or broker, and to appoint the appropriate entity or
state official agent of the undersigned for the purpose of receiving and
accepting process; and (3) to effect the listing of the Shares on the Nasdaq
National Market System or any national securities exchanges; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents in
the capacity indicated on this 10 day of October, 1996.
/s/ J. David Parrish
------------------------------------------
Director (Signature)
J. David Parrish
------------------------------------------
Director (Print Name)
Witness: /s/ Cathy Hardwick
--------------------------------
EXHIBIT 24.6
<PAGE>
STATE OF ARIZONA )
----------------
) ss.
County of Maricopa )
---------------
On this 10th day of Oct., 1996, before me, the undersigned Notary
Public, personally appeared J. David Parrish, known to me to be the person whose
name is subscribed to the within instrument and acknowledged that he executed
the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Valada E. Bolster
----------------------------------------------
Notary Public
My commission expires:
Dec. 3, 1998
- ----------------------------
