<PAGE>
As filed with the Securities and Exchange Commission on July 19, 1996.
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
INFERENCE CORPORATION
(Exact name of registrant as specified in its charter)
---------------------
Delaware 95-3436352
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Rowland Way, Novato, California 94945
(Address of principal executive offices)
INFERENCE CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
William D. Griffin
Senior Vice President and Chief Financial Officer
100 Rowland Way, Novato, California 94945
(Name and address of agent for service)
---------------------
Telephone number, including area code, of agent for service: (415) 893-7200
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per share price fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 500,000/(1)/ $16.25/(2)/ $8,125,000/(2)/ $2,802/(2)/
$0.01 par value shares
per share
- -------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, options and other rights to purchase or acquire
the shares of Common Stock covered by the Prospectus, and, pursuant to Rule
416 under the Securities Act of 1933, an indeterminate number of shares
which by reason of certain events specified in the Plan may become subject
to the Plan.
(2) Pursuant to Rule 457(h) and based upon the closing price of the
Registrant's Class A Common Stock as reported on The NASDAQ National Market
as of July 15, 1996.
The Exhibit Index for this Registration Statement is located at page 8.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Rule 428(b)(1) promulgated under the Securities Act of
1933, as amended (the "Securities Act"). Such documents need not be filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II
hereof), taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
2
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Inference Corporation, a Delaware
Corporation (the "Company"), filed with the Commission are incorporated herein
by reference (for purposes of this Item 3, the term "Company" also includes the
Company's predecessor, Inference Corporation, a California corporation):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the Company's Quarterly
Period ended April 30, 1996;
(c) The description of the Company's Class A Common Stock contained in a
registration statement filed by the Company under Section 12 of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating
such description; and
(d) The Company's Current Report on Form 8-K as filed with the Commission
on July 17, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into the prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained herein or in a
document, all or a portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or amended, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Class A Common Stock, $0.01 par value per share (the
"Common Stock"), is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.
3
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the Delaware General Corporation Law ("Delaware Law") a
director of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director. Under current
Delaware Law, liability of a director may not be limited (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases and (iv) for any transaction from which the
director derives an improper personal benefit. This provision does not limit or
eliminate the rights of the Company or any stockholder to seek nonmonetary
relief such as an injunction or rescission in the event of a breach of a
director's duty of care. The Certificate of Incorporation of the Company
further provides that the Company is authorized to provide for the
indemnification of agents (including directors and officers) of the Company to
the fullest extent permitted under applicable law. Delaware Law gives the
Company the power to indemnify directors, officers, employees and agents of the
Company in terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act. In addition, the Company's Bylaws provide
that the Company shall indemnify its directors, officers, employees and agents
against losses incurred by any such person by reason of the fact that such
person was acting in such capacity. In addition, the Company has obtained
directors' and officers' liability insurance.
The Company has entered into agreements (the "Indemnification
Agreements") with each of the directors and executive officers of the Company
pursuant to which the Company has agreed to indemnify such director or executive
officer from claims, liabilities, damages, expenses, losses, costs, penalties or
amounts paid in settlement incurred by such director or executive officer in or
arising out of his or her capacity as a director, executive officer, employee
and/or agent of the Company or any other corporation of which he or she is a
director or executive officer at the request of the Company to the maximum
extent provided by applicable law. Such director or executive officer is
entitled to an advance of expenses to the maximum extent authorized or permitted
by law. It is anticipated that similar contracts may be entered into, from time
to time, with future directors and executive officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
4
<PAGE>
ITEM 8. EXHIBITS
See attached Exhibit Index.
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, as amended (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; and
(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 the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if 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, as amended (the "Exchange
Act") that are incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
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; and
(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
5
<PAGE>
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.
(h) 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 provisions described in Item 6 above, 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 whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
6
<PAGE>
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 Novato, State of California, on July 17, 1996.
INFERENCE CORPORATION
By: /s/ WILLIAM D. GRIFFIN
-------------------------
William D. Griffin
Its: Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Peter R. Tierney and William D. Griffin, his true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------ ----------------------------------- -------------
<S> <C> <C>
/s/ PETER R. TIERNEY Chairman of the Board, President July 17, 1996
- ------------------------ and Chief Executive Officer
Peter R. Tierney (Principal Executive Officer)
/s/ WILLIAM D. GRIFFIN Director, Senior Vice President July 17, 1996
- ------------------------ and Chief Financial Officer
William D. Griffin (Principal Financial and Accounting
Officer)
/s/ ANTHONY SUN Director July 17, 1996
- ------------------------
Anthony Sun
/s/ CHARLES S. GIBSON Director July 17, 1996
- ------------------------
Charles S. Gibson
/s/ ERIC HERR Director July 17, 1996
- ------------------------
Eric Herr
/s/ DEAN O. ALLEN Director July 17, 1996
- ------------------------
Dean O. Allen
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- ---------- ---------------------------------------------------- ------------------
<S> <C> <C>
4.1 Certificate of Incorporation of the Incorporated
Registrant. by reference/*/
4.2 Bylaws of the Registrant. Incorporated
by reference/**/
5.1 Opinion of Counsel (opinion re legality). 9
10.1 The Registrant's Employee Stock Purchase Plan. Incorporated
by reference/***/
23.1 Consent of Ernst & Young LLP (Consent of Independent 10
Accountants of the Registrant).
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included in this Registration
Statement under "Signatures").
- -----------------------------
</TABLE>
/*/ Filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed
with the Commission on July 17, 1996, such previously filed exhibit being
incorporated herein by this reference.
/**/ Filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed
with the Commission on July 17, 1996, such previously filed exhibit being
incorporated herein by this reference.
/***/ Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K
filed with the Commission on July 17, 1996, such previously filed exhibit
being incorporated herein by this reference.
8
<PAGE>
EXHIBIT 5.1
July
17th
1 9 9 6
(714) 760-9600
410,792-35
NB1-271383.V1
Inference Corporation
100 Rowland Way
Novato, CA 94945
Re: Form S-8 Registration Statement
-------------------------------
Gentlemen:
We have acted as your legal counsel in the preparation of the Form S-8
Registration Statement ("Registration Statement") which will be filed with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 500,000 shares ("Shares")
of Class A Common Stock, $0.01 par value, ("Common Stock") of Inference
Corporation, a Delaware corporation ("Company"), issuable upon exercise of stock
options granted pursuant to the Company's Employee Stock Purchase Plan (the
"Plan").
As such legal counsel, we have made such legal and factual inquiries
as we deemed necessary under the circumstances for the purpose of rendering this
opinion. In reliance thereon, we are of the opinion that the Shares being
registered under the Registration Statement will, when issued and sold pursuant
to the options granted and exercised in accordance with the terms of the Plan,
be duly authorized and validly issued, fully paid and non-assessable.
The law covered by this opinion is limited to the present federal law
of the United States and the present law of the State of Delaware. We express
no opinion regarding the statutes, administrative decisions, rules or
regulations of any county, municipality or special political subdivision or
other local authority.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
O'MELVENY & MYERS LLP
5.1-1
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Inference Corporation Employee Stock Purchase Plan of our
report dated February 23, 1996, with respect to the consolidated financial
statements of Inference Corporation included in its Annual Report (Form 10-K)
for the year ended January 31, 1996, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
San Francisco, California
July 16, 1996
23.1-1
