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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1997
REGISTRATION NO. 033-89242
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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C-ATS SOFTWARE INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0185283
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1870 EMBARCADERO ROAD
PALO ALTO, CA 94303
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)
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1995 STOCK PLAN
(FULL TITLE OF THE PLAN)
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ROD A. BECKSTROM
CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD
C-ATS SOFTWARE INC.
1870 EMBARCADERO ROAD
PALO ALTO, CA 94303
(415) 321-3000
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPY TO:
MICHAEL J. DANAHER, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE REGISTERED PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
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1995 Stock Plan 2,000,000 $ 6.625 $ 13,250,000.00 (2) $ 4,015.15
Common Stock,
no par value (1)
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Total 2,000,000 N/A $ 13,250,000.00 $ 4,015.15
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
(2) Estimated in accordance with Rule 457(c) under the Securities Act of 1933,
solely for the purpose of calculating the registration fee. The computation is
based upon the closing price of the Common Stock as reported on the Nasdaq
National Market on August 8, 1997 because the price at which the options to be
granted in the future may be exercised is not currently determinable.
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES.
The Registrant previously filed one Registration Statement on Form S-8
with the Securities and Exchange Commission (SEC File No. 33-89242 the
"Previous Form S-8"). The Previous Form S-8 was filed in connection with the
1988 Incentive Stock Plan, the 1995 Stock Plan, the 1995 Director Option Plan
and the 1995 Employee Stock Purchase Plan. This Registration Statement
registers additional shares of the Registrant's Common Stock to be issued
pursuant to the 1995 Stock Plan. Accordingly, the contents of the Previous
Form S-8, including periodic reports that the Registrant filed after the
Previous Form S-8 to maintain current information about the Registrant, are
incorporated by reference into this Registration Statement pursuant to
General Instruction E of Form S-8. The reports the Registrant has most
recently filed with the SEC are listed below:
- Annual Report on Form 10-K for the fiscal year ended December 31,
1996, filed as of March 31, 1997.
- Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1997, filed as of May 14, 1997.
- Proxy Statement, filed as of April 22, 1997 in connection with the
Annual Meeting of Stockholders held on May 20, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
5.1 Opinion of counsel as to legality of Securities being registered.
23.1 Consent of Arthur Andersen LLP, Independent Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California, on this 14th day of
August, 1997.
C-ATS SOFTWARE INC.
By: /s/ DAVID GILBERT
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David Gilbert
President, Chief Financial Officer
and Chief Operating Officer
By: /s/ ROD A. BECKSTROM
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Rod A. Beckstrom
Chief Executive Officer and
Chairman of the Board
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David Gilbert and Rod A. Beckstrom,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8 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 each of said
attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
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.
Signatures Title Date
- ----------------- --------------------------- ---------------
/s/ ROD A. BECKSTROM Chief Executive Officer and August 14, 1997
- -------------------- Chairman of the Board
Rod A. Beckstrom (Principal Executive Officer)
/s/ DAVID GILBERT President, Chief Financial Officer August 14, 1997
- ----------------- and Chief Operating Officer
David Gilbert (Principal Financial and Accounting
Officer)
/s/ MARIO M. ROSATI Director and Secretary August 14, 1997
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Mario M. Rosati
/s/ ROBERT L. GESKE Director and Officer August 14, 1997
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Robert L. Geske
/s/ MANUEL CORREIA Director August 14, 1997
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Manuel Correia
/s/ MARK P. KALKUS Director August 14, 1997
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Mark P. Kalkus
/s/ ANDREW S. RACHLEFF Director August 14, 1997
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Andrew S. Rachleff
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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5.1 Opinion of counsel as to legality of Securities being registered.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
<PAGE>
EXHIBIT 5.1
August 14, 1997
C-ATS Software Inc.
1870 Embarcadero Road
Palo Alto, CA 94303
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by C-ATS Software Inc., a California
corporation (the "Registrant" or "you"), with the Securities and Exchange
Commission on or about August 14, 1997, in connection with the registration
under the Securities Act of 1933, as amended, of shares of your Common Stock,
$0.001 par value (the "Shares"), reserved for issuance pursuant to the 1995
Stock Plan, as amended (the "Plan"). As your legal counsel in connection with
this transaction, we have reviewed the proceedings taken by you in connection
with the issuance and sale of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described
in the Plan and pursuant to the agreements that accompany each grant under
the Plan, the Shares will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement of our
report dated January 20, 1997 incorporated by reference in C-ATS Software
Inc.'s Form 10-K for the year ended December 31, 1996.
Arthur Andersen LLP
San Jose, California
August 12, 1997
