<PAGE> 1
As filed with the Securities and Exchange Commission on July 9, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CELERIS CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-1545493
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1801 West End Avenue, Suite 750
Nashville, Tennessee 37203
(Address of principal executive offices) (Zip code)
CELERIS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
----------------------
Paul R. Johnson, Vice President and Chief Financial Officer
1801 West End Avenue, Suite 750
Nashville, Tennessee 37203
--------------------
(Name and address of agent for service)
(615) 341-0223
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: from
time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum offering maximum
securities to be Amount to be price aggregate offering Amount of
registered registered per share (1) price (1) registration fee
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 500,000 $1.08 $540,000 $150.12
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based upon the average of the high and low
prices of the Common Stock as reported by the Nasdaq National Market on
July 7, 1999
<PAGE> 2
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Celeris Corporation
(the "Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 0-26390).
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999 (File No. 0-26390).
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1, dated August 3, 1995
(File No. 33-93700), and any amendment or report filed to update such
description filed subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock offered hereby.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective dates of filing of such
documents.
Item 6. Indemnification of Directors and Officers.
Section 302A.521, subd. 2, of the Minnesota Statutes requires the
Company to indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
with respect to the Company, against judgments, penalties, fines (including,
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan), settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the person complained
of in the proceeding, the person (1) has not been indemnified by another
organization or employee benefit plan for the same judgments, penalties or
fines; (2) acted in good faith; (3) received no improper personal benefit, and
statutory procedure has been followed in the case of any conflict of interest by
a director; (4) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and (5) in the case of acts or omissions
occurring in the person's performance in the official capacity of director or,
for a person not a director, in the official capacity of officer, board
committee member or employee, reasonably believed that the conduct was in the
best interests of the Company, or, in the case of performance by a director,
officer or employee of the Company involving service as a director, officer,
partner, trustee, employee or agent of another organization or employee benefit
plan, reasonably believed that the conduct was not opposed to the best interests
of the Company. In addition, Section 302A.521, subd. 3, requires payment by the
Company, upon written request, of reasonable expenses in advance of final
disposition of the proceeding in certain instances. A decision as to required
indemnification is made by a disinterested majority of the Board of Directors
present at a meeting at which a disinterested quorum is present, or by a
designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.
1
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Item 8. Exhibits.
<TABLE>
<S> <C>
*4.1 Form of Certificate for Common Stock
**4.2 Restated Articles of Incorporation, as amended
***4.3 Articles of Amendment of Articles of Incorporation
**4.4 Bylaws
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24 Powers of Attorney
</TABLE>
- ----------------------
*Incorporated by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 0-26390).
**Incorporated by reference to the Company's Registration Statement on Form S-1
dated August 3, 1995 (File No. 33-93700).
***Incorporated by reference to the Company's Current Report on Form 8-K filed
January 29, 1999.
Item 9. Undertakings
A. Post-Effective Amendments
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:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(b) To reflect in the prospectus any facts or events 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 would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement.
(c) 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) and (b) above will not apply if
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 Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
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(2) That, for the purpose of determining 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 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.
B. Subsequent Documents Incorporated by Reference
The 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 15(d) of the Securities Exchange Act
of 1934 (and 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. Claims for Indemnification
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 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.
3
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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 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 Nashville, State of Tennessee, on this 9th day of
July, 1999.
CELERIS CORPORATION
By /s/ Barbara A. Cannon
------------------------------
Barbara A. Cannon
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on July 9, 1999.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Barbara A. Cannon President, Chief Executive Officer and Director
- ---------------------------- (Principal Executive Officer)
Barbara A. Cannon
/s/ Paul R. Johnson Vice President and Chief Financial Officer
- ---------------------------- (Principal Financial and Accounting Officer)
Paul R. Johnson
* Chairman, Board of Directors
- ----------------------------
John M. Nehra
* Director
- ----------------------------
W. Hudson Connery, Jr.
* Director
- ----------------------------
Richard B. Fontaine
* Director
- ----------------------------
Peter T. Garahan
* Director
- ----------------------------
Andre G. Pernet, Ph.D.
*By /s/ Paul R. Johnson
------------------------
Paul R. Johnson
as Attorney-in-Fact
Dated: July 9, 1999
</TABLE>
4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Name
- ----------- ----
<S> <C>
*4.1 Form of Certificate for Common Stock
**4.2 Restated Articles of Incorporation, as amended
***4.3 Articles of Amendment of Articles of Incorporation
**4.4 Bylaws
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24 Powers of Attorney
</TABLE>
- ----------------------
*Incorporated by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 0-26390).
**Incorporated by reference to the Company's Registration Statement on Form S-1
dated August 3, 1995 (File No. 33-93700).
***Incorporated by reference to the Company's Current Report on Form 8-K filed
January 29, 1999.
<PAGE> 1
EXHIBIT 5
Celeris Corporation
1801 West End Avenue
Suite 750
Nashville, Tennessee 37203
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Celeris Corporation, a Minnesota
corporation (the "Company") in connection with a registration statement on Form
S-8 (the "Registration Statement") relating to the sale by the Company from time
to time of up to 500,000 shares of Common Stock, $.01 par value, of the Company
(the "Shares") pursuant to the Company's Employee Stock Purchase Plan (the
"Plan").
We have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate for the
purposes of the opinion set forth below.
In rendering our opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are valid, binding and enforceable obligations of such
parties.
Based on the foregoing, we are of the opinion that the Shares
have been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan and any relevant agreements thereunder,
will be validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the laws of the State
of Minnesota.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
Dated: July 8, 1999
/s/ Dorsey & Whitney LLP
<PAGE> 1
EXHIBIT 23.1
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 February 5, 1999
included in Celeris Corporation's Form 10-K for the year ended December 31, 1998
and to all references to our firm included in this registration statement.
Minneapolis, Minnesota /s/ Arthur Andersen LLP
July 8, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Celeris Corporation Employee Stock
Purchase Plan of our report dated April 3, 1997, with respect to the
consolidated financial statements and schedule of Celeris Corporation for the
year ended December 31, 1996, included in its Annual Report (Form 10-K) for the
year ended December 31, 1998 filed with the Securities and Exchange Commission.
Minneapolis, Minnesota /s/ Ernst & Young LLP
July 8, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Barbara A. Cannon and Paul R.
Johnson such person's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities to execute a Registration
Statement on Form S-8 to be filed under the Securities Act of 1933, as amended,
for the registration of 500,000 shares of Common Stock of Celeris Corporation
under its Employee Stock Purchase Plan, and any and all post-effective
amendments thereto, 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 full power and authority to do
and perform 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, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 9, 1999
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ John M. Nehra Chairman, Board of Directors
- ------------------------------
John M. Nehra
/s/ W. Hudson Connery, Jr. Director
- ------------------------------
W. Hudson Connery, Jr.
/s/ Richard B. Fontaine Director
- ------------------------------
Richard B. Fontaine
/s/ Peter T. Garahan Director
- ------------------------------
Peter T. Garahan
/s/ Andre G. Pernet, Ph.D. Director
- ------------------------------
Andre G. Pernet, Ph.D.
</TABLE>
