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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1997
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VIASOFT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 94-2892506
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
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3033 NORTH 44TH STREET
PHOENIX, ARIZONA 85018
(602) 952-0050
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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STEVEN D. WHITEMAN, PRESIDENT
VIASOFT, INC.
3033 NORTH 44TH STREET
PHOENIX, ARIZONA 85018
(602) 952-0050/FAX (602) 840-9058
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
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WILLIAM M. HARDIN, ESQ. JORGE DEL CALVO, ESQ.
CLARK M. PORTER, ESQ. KATHARINE A. MARTIN, ESQ.
ANDREW P. KELLY, ESQ. COURTNEY M. LYNCH, ESQ.
OSBORN MALEDON, P.A. PILLSBURY MADISON & SUTRO, LLP
2929 NORTH CENTRAL AVENUE 2700 SAND HILL ROAD
PHOENIX, ARIZONA 85012-2794 MENLO PARK, CALIFORNIA 94025-7020
(602) 207-1288 (415) 233-4500
FAX (602) 235-9444 FAX (415) 233-4545
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(3)
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Common Stock, $.001 par value...... 115,000 $54.75 $6,296,250 $1,908
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(1) Includes 15,000 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(a).
(3) The shares of Common Stock are not being registered for the purpose of sales
outside the United States.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed pursuant to Rule 462(b) to register
additional shares of Common Stock, $.001 par value, of VIASOFT, Inc. (the
"Company"), for the offering pursuant to the Registration Statement on Form S-3
of the Company (File No. 333-33815), filed with the Securities and Exchange
Commission ("Commission") on August 15, 1997, as amended, which was previously
declared effective by the Commission on September 16, 1997 (the "Prior
Registration Statement"). The contents of the Prior Registration Statement,
including without limitation the Exhibits thereto, are hereby incorporated by
reference in this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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*5 Opinion of Osborn Maledon, P.A.
*23(a) Consent of Arthur Andersen, LLP
*23(b) Consent of Osborn Maledon, P.A. (included in its opinion filed as Exhibit 5)
**24 Powers of Attorney
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* Filed herewith.
** Incorporated herein by reference to Registration Statement No. 333-33815.
2
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on the 16th day of
September, 1997.
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.
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ STEVEN D. WHITEMAN Chief Executive Officer; September 16, 1997
- ------------------------------------------ Director
Steven D. Whiteman
/s/ MARK R. SCHONAU Chief Financial Officer; September 16, 1997
- ------------------------------------------ Chief Accounting Officer
Mark R. Schonau
/s/ JOHN J. BARRY, III* Director September 16, 1997
- ------------------------------------------
John J. Barry, III
/s/ ALEXANDER S. KULI* Director September 16, 1997
- ------------------------------------------
Alexander S. Kuli
/s/ J. DAVID PARRISH* Director September 16, 1997
- ------------------------------------------
J. David Parrish
/s/ ARTHUR C. PATTERSON* Director September 16, 1997
- ------------------------------------------
Arthur C. Patterson
*By: /s/ STEVEN D. WHITEMAN Attorney-in-fact
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Steven D. Whiteman
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II-4
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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* 5 Opinion of Osborn Maledon, P.A.
*23(a) Consent of Arthur Andersen LLP
*23(b) Consent of Osborn Maledon, P.A. (included in its opinion filed as Exhibit 5)
**24 Powers of Attorney
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* Filed herewith
** Incorporated herein by reference to Registration Statement No. 333-33815
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EXHIBIT 5
[LETTERHEAD OF OSBORN MALEDON]
September 16, 1997
VIASOFT, Inc.
3033 North 44th Street
Suite 101
Phoenix, Arizona 85018
Re: VIASOFT, Inc.
Form S-3 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to VIASOFT, Inc., a Delaware corporation (the
"Company"), in connection with its Registration Statement on Form S-3 under the
Securities Act of 1933 (the "Registration Statement"), relating to the
registration of 115,000 shares of its Common Stock, $.001 par value, including
(a) 100,000 shares proposed to be issued and sold by the Company and (b) 15,000
shares which may be sold by certain stockholders of the Company pursuant to the
over-allotment option set forth in the Underwriting Agreement filed as an
Exhibit to the Registration Statement. Such Registration Statement was filed
pursuant to Rule 462(b) to register additional shares of Common Stock to be
included in the offering of Common Stock of the Company pursuant to its previous
Registration Statement on Form S-3, No. 333-33815, which was declared effective
by the Securities and Exchange Commission on September 16, 1997. In connection
with this representation, we have examined such documents, corporate records and
other instruments as we have deemed necessary or appropriate for purposes of
this opinion.
Based upon the foregoing, we are of the opinion that (a) the 15,000 shares
of Common Stock to be offered by the selling stockholders, when sold upon any
exercise of the over-allotment option, will be duly and validly issued, fully
paid and nonassessable, and (b) the 100,000 shares of Common Stock to be offered
by the Company have been duly authorized, and, when issued by the Company and
paid for as set forth in the Registration Statement, will be duly and validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement.
Very truly yours,
OSBORN MALEDON, P.A.
By: /s/ WILLIAM M. HARDIN
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William M. Hardin
WMH:jdg
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EXHIBIT 23(A)
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 July 29, 1997,
included in registration statement (No. 333-33815), and to the incorporation by
reference in that 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 our report dated December 5, 1996 on the consolidated
financial statements of Rottger & Osterberg Software-Technik GmbH and
Subsidiaries for the years ended December 31, 1994 and 1995, and the nine months
ended September 30, 1996, included in VIASOFT, Inc.'s Current Report on Form
8-K/A dated February 12, 1997, and to all references to our firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Phoenix, Arizona,
September 15, 1997.
