As filed with the Securities and Exchange Commission on October 23, 1996
Registration No. 333-___________
================================================================================
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. Outside Director Stock Option 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
- --------------------------------------------------------------------------------
(Telephohe number, including area code of agent of service)
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
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
- ---------- ---------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock, 400,000 $56.625 $22,650,000 $7,810
$.001 par value
</TABLE>
_________________________
* 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 October 21, 1996.
________________________________________________________________________________
In additional, 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.
Page 1 of 22
Exhibit Index on Page 8
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to participants in accordance with Form S-8 and
Securities Act Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
------------------------------------------------
The following documents are hereby incorporated by reference into
this Registration Statement: (a) the Registrant's Form 10-K for the year ended
June 30, 1996; (b) all other reports filed with the Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 since June 30, 1996 and (c) the description of the Registrant's capital
stock contained in the Registrant's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission pursuant to Section 12(g) of the
Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then 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 such documents.
Item 4. Description of Securities. Not applicable.
--------------------------
Item 5. Interests of Named Experts and Counsel. Not applicable.
---------------------------------------
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Article IX of the Company's Restated Certificate of Incorporation
provides that the Company shall indemnify directors, officers, and their legal
representatives, to the fullest extent permitted by the Delaware General
Corporation Law (the "DGCL"). The DGCL contains an extensive indemnification
provision which permits a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at
2
<PAGE>
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such
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. In suits by or in the
right of a corporation, only expenses and not judgments, fines, and amounts paid
in settlement may be indemnified against. In addition, if the director or
officer has been adjudged to be liable to the corporation in such a suit,
indemnification of expenses must be approved by a court. Article IX of the
Restated Certificate of Incorporation also provides that the Company may, in its
discretion, indemnify employees and agents in circumstances where
indemnification is not required by law.
Article VIII of the Company's Restated Certificate of
Incorporation provides that directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty. However, the provision does not eliminate or limit the liability
of a director for breach of the director's duty of loyalty to the Company or its
stockholders, for acts or omissions not made in good faith or which involve
intentional misconduct or a knowing violation of law, for the payment of
dividends or distributions or the redemption or purchase of the Company's shares
of stock in violation of the DGCL, or for any transaction from which the
director derives an improper personal benefit. This provision does not affect
any liability of a director or officer under the federal securities laws.
The Company currently maintains directors' and officers' liability
insurance ("D&O Insurance") and expects to continue to carry D&O Insurance in
the future. In addition, the Company has entered into an indemnification
agreement with each of its directors ("Indemnification Agreements") under which
the Company has indemnified each of them against expenses and losses incurred
for claims brought against them by reason of being a director or officer of the
Company. Under the Indemnification Agreements, the Company is not obligated to
indemnify the director for expenses or losses in connection with claims
("Excluded Claims") which have been determined by final adjudication to be: (i)
based on the director gaining any unentitled personal profit or advantage, (ii)
for the return of illegal remuneration, (iii) for an accounting of profits made
from the director's purchase or sale of the Company's securities within the
meaning of Section 16 of the Securities Exchange Act of 1934 or similar state
laws, (iv) resulting from the director's knowingly fraudulent, dishonest, or
willful misconduct, (v) the payment of which by the Company pursuant to the
Indemnification Agreement is not permitted by applicable law, (vi) as to which
the director shall have been adjudged liable to the Company, unless the court
determines that the director is fairly and reasonably entitled to
indemnification, or (vii) the payment of which would exceed the maximum amount
permitted by law to be paid as indemnification. Under the Indemnification
Agreements, the directors each agree to reimburse the Company for amounts paid
to them in the event that a final adjudication determines that the claim is
either an Excluded Claim or the director is not otherwise entitled to payment
under the Indemnification Agreement.
3
<PAGE>
The Company believes that the limitation of liability and
indemnification provisions in its Restated Certificate of Incorporation, the D&O
Insurance and the indemnification agreements will enhance the Company's ability
to continue to attract and retain qualified individuals to serve as directors
and officers. There is no pending litigation or proceeding involving a director,
officer or employee of the Company to which the Indemnification Agreements would
apply.
Item 7. Exemption from Registration Claimed. Not applicable.
------------------------------------
Item 8. Exhibits.
---------
Exhibit Index located at Page 8.
Item 9. Undertakings.
-------------
(a) 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 (i) and (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
Securities Exchange Act of 1934 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.
(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.
4
<PAGE>
(b) 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 Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) 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 of 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.
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, and the State of Arizona, on October 23,
1996.
VIASOFT, Inc.
By: /s/ Steven D. Whiteman
-----------------------------------------
Steven D. Whiteman
President and Chief Executive Officer
5
<PAGE>
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven D. Whiteman Chief Executive Officer; October 23, 1996
- --------------------------------------------- Director
Steven D. Whiteman
/s/ Mark R. Schonau Chief Financial Officer; October 23, 1996
- --------------------------------------------- Vice President; Treasurer
Mark R. Schonau
*/s/ Michael A. Wolf Executive Vice President; October 23, 1996
- --------------------------------------------- Director
Michael A. Wolf
* /s/ John J. Barry III Director October 23, 1996
- ---------------------------------------------
John J. Barry III
* /s/ A. LeRoy Ellison Director October 23, 1996
- ---------------------------------------------
A. LeRoy Ellison
* /s/ Robert C. Kagle Director October 23, 1996
- ---------------------------------------------
Robert C. Kagle
* /s/ Alexander S. Kuli Director October 23, 1996
- ---------------------------------------------
Alexander S. Kuli
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
* /s/ J. David Parrish Director October 23, 1996
- ---------------------------------------------
J. David Parrish
Director October 23, 1996
- ---------------------------------------------
Arthur C. Patterson
*By /s/ Steven D. Whiteman
----------------------------------------
Steven D. Whiteman
Attorney-in-Fact
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page or
Number Description Method of Filing
------ ----------- ----------------
<S> <C> <C>
4.1 Outside Director Stock Option Plan Incorporated by reference to Exhibit A
of Registrant's Definitive Schedule
14A Proxy Statement for the 1995
Annual Meeting of Stockholders
4.2 Restated Certificate of Incorporation Incorporated by reference to Exhibit
3(d) of Form S-1 Registration
Statement No. 33-88366 ("S-1
#33-88366")
4.3 Amended and Restated Bylaws Incorporated by reference to Exhibit
3(e) of S-1 #33-88366
4.4 Form of Certificate for Common Stock Incorporated by reference to Exhibit
4(a) of S-1 #33-88366
5 Form of opinion rendered by Catherine R. Hardwick, Page 9
General Counsel and Secretary for the Registrant
(including consent)
23.1 Consent of independent public accountants Page 10
23.2 Consent of Counsel See Exhibit 5
24.1 Power of Attorney of John J. Barry III Page 11
24.2 Power of Attorney of Michael A. Wolf Page 13
24.3 Power of Attorney of A. LeRoy Ellison Page 15
24.4 Power of Attorney of Robert C. Kagle Page 17
24.5 Power of Attorney of Alexander S. Kuli Page 19
24.6 Power of Attorney of J. David Parrish Page 21
</TABLE>
8
October 23, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: VIASOFT, Inc. Outside Director Stock Option 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 Outside Director Stock Option 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 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
October 21, 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 shares of Common Stock (the "Shares") issuable under the Outside
Director Stock Option Plan 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 shares of Common Stock (the "Shares") issuable under the Outside
Director Stock Option Plan 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 shares of Common Stock (the "Shares") issuable under the Outside
Director Stock Option Plan 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 shares of Common Stock (the "Shares") issuable under the Outside
Director Stock Option Plan 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 shares of Common Stock (the "Shares") issuable under the Outside
Director Stock Option Plan 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
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EXHIBIT 24.5
<PAGE>
STATE OF ARIZONA )
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) ss.
County of Maricopa )
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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
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Notary Public
My commission expires:
Dec. 3, 1998
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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 shares of Common Stock (the "Shares") issuable under the Outside
Director Stock Option Plan 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
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Director (Signature)
J. David Parrish
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Director (Print Name)
Witness: /s/ Cathy Hardwick
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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
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Notary Public
My commission expires:
Dec. 3, 1998
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