As filed with the Securities and Exchange
Commission on July 12, 2000 Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MDSI MOBILE DATA SOLUTIONS INC.
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(Exact name of Registrant as specified in its charter)
Canada Not Applicable
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
135-10551 Shellbridge Way
Richmond, British Columbia,
Canada V6X 2W9
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Address of Principal Executive Offices
MDSI Mobile Data Solutions Inc. - 1998 Stock Option Plan
For Connectria Corporation (formerly Catalyst Solutions Group, Inc.)
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(Full titles of the plans)
Evergreen Corporate Services, Inc.
31635 36th Avenue SW
Federal Way, Washington 98023
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(Name and address of agent for service)
(253) 874-2949
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(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered(1) be Registered Price Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Shares subject to 582,350 shares US$ 2.0625(2) US$ 1,202,569 US$ 323
outstanding options
Total 582,350 shares US$ 1,202,569 US$ 323
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</TABLE>
(1) Common Shares, without par value, offered by the Company pursuant to the
MDSI Mobile Data Solutions Inc.- 1998 Stock Option Plan for Connectria
Corporation (formerly Catalyst Solutions Group, Inc.) described herein.
(2) Based on the average exercise price of options granted under the MDSI
Mobile Data Solutions Inc. - 1998 Stock Option Plan for Connectria
Corporation (formerly Catalyst Solutions Group, Inc.) outstanding as of the
date of the filing of this registration statement.
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<PAGE>
This registration statement on Form S-8 registers common shares, without par
value, of MDSI Mobile Data Solutions Inc. (the "Registrant") previously issued
or to be issued pursuant to the exercise of options or rights granted under the
1998 Stock Option Plan for Connectria Corporation (formerly, Catalyst Solutions
Group, Inc.) which was assumed by the Registrant pursuant to an agreement and
plan of reorganization dated May 9, 2000.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated by reference in
this registration statement.
(a) The Registrant's latest Annual Report on Form 10-K filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), for the Company's fiscal year ended March 31, 1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the filing of the Form 10-K, as amended, referred to in
(a) above.
(c) The description of the Registrant's Common Stock set forth in the
Registration Statement on Form 8-A filed by the Registrant with the
Securities and Exchange Commission on November 7, 1996, under Section 12(g)
of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment 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 herein and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
None
Item 6. Indemnification of Directors and Officers.
The By-laws of the Registrant provide that, subject to the Canada Business
Corporation Act (the "CBCA"), the Registrant shall indemnify a director or
officer of the Registrant, a former director of officer of the Registrant or a
person who acts or acted at the Registrant's request as a director or officer of
a body corporate of which the Registrant is or was a shareholder or creditor,
and his heirs and legal representatives, against all costs, charges and expenses
reasonably incurred by him in respect of certain actions or proceedings to which
he is made a party by reason of his office, if he meets certain specified
standards of conduct and shall also indemnify any such person in such
circumstances as the CBCA or law permits or requires.
Under the CBCA, except in respect of an action by or on behalf of the Registrant
to procure a judgment in its favor, the Registrant may indemnify a present or
former director or officer or a person who acts or acted at the Company's
request as a director or officer of another corporation of which the Registrant
is or was a shareholder or creditor, and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect to any
civil, criminal or administrative action or proceeding to which he is made a
party by reason of his position with the Registrant and provided that the
director or officer acted honestly and in good faith with a view to the best
interests of the Registrant, and, in the case of a criminal, or administrative
action or proceeding that is enforced by a monetary penalty, has reasonable
grounds for believing that his conduct was lawful. Such indemnification may be
made in connection with a derivative action
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only with court approval. A director or officer is entitled to indemnification
from the Registrant as a matter of right if he was substantially successful on
the merits and fulfilled the conditions set forth above.
The Registrant maintains Directors' and Officers' Liability Insurance for its
Directors.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibit
Number Exhibit
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4.1 1998 Stock Option Plan for Connectria Corporation (formerly,
Catalyst Solutions Group, Inc.)
5.1 Opinion of Reid & Company
23.1 Consent of Deloitte & Touche
23.2 Consent of Reid & Company (Included in Exhibit 5.1)
24.1 Power of Attorney (See page II-5 of this registration statement)
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;
(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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the change in volume and price represents no more than 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and 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 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 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.
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<PAGE>
(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 undersigned 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 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 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 Securities 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.
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SIGNATURES
The Registrant. 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 Richmond, Province of British Columbia, on this
10th day of July, 2000.
MDSI MOBILE DATA SOLUTIONS INC.
By: /s/ Kenneth Miller
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Kenneth Miller, Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Erik
Dysthe, Kenneth R. Miller and Verne D. Pecho, or any of them, his
attorney-in-fact, with the power of substitution, for them in any and all
capacities, to sign any amendments to this registration statement, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Kenneth R. Miller
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Kenneth R. Miller Chief Executive Officer and July 10, 2000
Director
(Principal Executive Officer)
/s/ Erik Dysthe
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Erik Dysthe Chairman of the Board and July 10, 2000
Director
/s/ Robert G. Cruickshank
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Robert G. Cruickshank President, Chief Operating July 10, 2000
Officer and Director
/s/ Verne D. Pecho
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Verne D. Pecho Vice-President, Finance and July 10, 2000
Administration and Chief
Financial Officer (Principal
Financial Officer and
Accounting Officer)
/s/ Gerald F. Chew
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Gerald F. Chew Director (Authorized U.S. July 10, 2000
Representative)
/s/ Bruno Ducharme
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Bruno Ducharme Director July 10, 2000
/s/ Robert C. Harris, Jr.
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Robert C. Harris, Jr. Director July 10, 2000
/s/ Terrence P. McGarty
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Terrence P. McGarty Director July 10, 2000
/s/ Marc Rochefort
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Marc Rochefort Director July 10, 2000
/s/ John T. McLennan
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John T. McLennan Director July 10, 2000
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
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4.1 1998 Stock Option Plan for Connectria Corporation (formerly,
Catalyst Solutions Group, Inc.)
5.1 Opinion of Reid & Company
23.1 Consent of Deloitte & Touche
23.2 Consent of Reid & Company (Included in Exhibit 5.1)
24.1 Power of Attorney (See page II-5 of this registration statement)
