<PAGE> 1
As filed with the Securities and Exchange Commission on May 9, 1997.
Registration No. ______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ACCELGRAPHICS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0450627
(State of Incorporation) (I.R.S. Employer Identification No.)
1942 Zanker Road
San Jose, CA 95112
(Address of principal executive offices)
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1997 DIRECTORS' STOCK OPTION PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
1995 STOCK PLAN
(Full title of the Plans)
---------------------
Jeffrey W. Dunn
President and Chief Executive Officer
AccelGraphics, Inc.
1942 Zanker Road
San Jose, CA 95112
(408) 441-1556
(Name, address and telephone number of agent for service)
---------------------
Copies to:
MICHAEL W. HALL
EDMUND S. RUFFIN, JR.
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum
Proposed Maximum Aggregate Amount of
Maximum Amount Offering Price Offering Registration
Title of Securities to be Registered to be Registered Per Share Price Fee
------------------------------------- ----------------- ---------------- --------- ------------
<S> <C> <C> <C> <C>
1997 DIRECTORS' STOCK OPTION PLAN
Common Stock,
$0.001 par value......................... 200,000 Shares $10.57(1) $2,114,000 $640.61
1997 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
$0.001 par value......................... 400,000 Shares $8.98(2) $3,592,000 $1,088.48
1995 STOCK PLAN
Common Stock,
$0.001 par value......................... 1,266,534 Shares $3.536(3) $4,478,464 $1,357.11
Common Stock
$0.001 par value 1,574,770 Shares $10.57(1) $16,645,319 $5,044.04
- ---------------------------------------------- ------------------- ------------------- --------------- ---------------
TOTAL 3,441,304 SHARES $26,829,783 $8,130.24
-----
</TABLE>
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(1) Estimated in accordance with Rule 457(h) and 457(c) under the Securities
Act of 1933 solely for the purpose of calculating the registration fee.
The computation with respect to unissued options is based upon the
average of the high and low sale prices of the Common Stock as reported
on the Nasdaq National Market on May 2, 1997.
(2) Estimated in accordance with Rule 457(h) and 457(c) under the Securities
Act of 1933 solely for the purpose of calculating the registration fee.
The computation with respect to unissued shares is based upon the
average of the high and low sales prices of Common Stock as reported on
the Nasdaq National Market on May 2, 1997, multiplied by 85%, which is
the percentage of the trading price at which shares are purchased under
the referenced Plan.
(3) Computed in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. The
computation with respect to issued options is based on the average
weighted exercise price per share of outstanding options under the
referenced Plan as of April 29, 1997.
<PAGE> 3
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 INFORMATION INCORPORATED BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
(a) The Registrant's Prospectus filed on April 11, 1997 pursuant to
Rule 424(b) of the Securities Act of 1933, as amended (the "1933 Act").
(b) Not applicable.
(C) The description of the Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A filed on February 7, 1997,
pursuant to Section 12 of the 1934 Act, including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be 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
Not Applicable.
ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation and Bylaws provide that,
to the fullest extent permitted by Delaware law, the Company shall indemnify its
directors and officers against any damages arising from their actions as an
agent of the Company. The Bylaws further provide that the Company may similarly
indemnify its other employees and agents. In addition, each director has entered
into an indemnification agreement with the Company, pursuant to which the
Company has agreed to indemnify such director to the fullest extent permitted by
Delaware law.
The Company believes that the limitation provision in its Bylaws and
indemnification agreements will facilitate the Company's ability to continue to
attract and retain qualified individuals to serve as directors of the Company.
It is the opinion of the staff of the Commission that indemnification provisions
such as those contained in the Company's Certificate of Incorporation, Bylaws
and the indemnification agreements have no effect on a director's or officer's
liability under the federal securities laws.
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ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8 EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document
------- --------
<S> <C>
3.5* Amended and Restated Certificate of Incorporation of Registrant.
3.8* Bylaws of Registrant, as amended to date.
5.1 Opinion of Venture Law Group, A Professional Corporation as to the
legality of securities being registered.
10.1* 1995 Stock Plan.
10.2* 1997 Directors' Stock Option Plan.
10.3* 1997 Employee Stock Purchase Plan.
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
23.2 Consent of Venture Law Group (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 7).
</TABLE>
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* Incorporated by reference to the identically numbered exhibits filed with
Registrant's Registration Statement on Form SB-2 (file no. 333-21343) declared
effective on April 10, 1997.
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 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.
(2) That, for the purpose of determining any liability under
the 1933 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.
(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 1933 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
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<PAGE> 5
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 1933
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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
[Signature page follows]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, AccelGraphics, Inc., a Delaware corporation, 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 San Jose,
State of California, on May 8, 1997.
ACCELGRAPHICS, INC.
By: /s/ Jeffrey W. Dunn
--------------------------------
Jeffrey W. Dunn, President and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffrey W. Dunn and Nancy E. Bush,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him or her 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, granting unto said Attorneys-in-fact and agents, and each
of them acting alone, full power and authority to do and perform each and every
act or thing necessary to be done in and about the premises and hereby ratifying
and confirming all that each of said attorneys-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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Jeffrey W. Dunn President, Chief Executive Officer and May 8, 1997
----------------------------- Director (Principal Executive Officer)
(Jeffrey W. Dunn)
/s/Nancy E. Bush Vice President, Finance and May 8, 1997
----------------------------- Administration, Chief Financial Officer,
(Nancy E. Bush) Assistant Secretary and Director
(Principal Financial and Accounting
Officer)
/s/David E. Gold Director May 7, 1997
-----------------------------
(David E. Gold)
Director
---------------------------
(Jos C. Henkens)
/s/Shintaro Miyamoto Director May 8, 1997
---------------------------
(Shintaro Miyamoto)
Director
---------------------------
(David W. Pidwell)
Director
---------------------------
(Peter L. Wolken)
</TABLE>
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number No.
------- ----
<S> <C>
3.5* Amended and Restated Certificate of Incorporation of Registrant.
3.8* Bylaws of Registrant, as amended to date.
5.1 Opinion of Venture Law Group, A Professional Corporation as to
the legality of securities being registered.
10.1* 1995 Stock Plan.
10.2* 1997 Directors' Stock Option Plan.
10.3* 1997 Employee Stock Purchase Plan.
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
23.2 Consent of Venture Law Group (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 7).
</TABLE>
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* Incorporated by reference to the identically numbered exhibits filed with
Registrant's Registration Statement on Form SB-2 (file no. 333-21343) declared
effective on April 10, 1997.
<PAGE> 1
EXHIBIT 5.1
May 7, 1997
AccelGraphics, Inc.
1942 Zanker Road
San Jose, CA 95112
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") filed by you with the Securities and Exchange
Commission (the "Commission") on or about May 7, 1997 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
3,441,304 shares of Common Stock (the "Shares") pursuant to the Company's 1995
Stock Plan, 1997 Employee stock Purchase Plan, and 1997 Directors' Stock Option
Plan (collectively, the "Plans"). As your counsel in connection with the
Registration Statement, we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the sale and
issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken
or contemplated under the Plans or by us, as your counsel, to be taken prior to
the issuance of the Shares, and upon completion of the proceedings being taken
in order to permit such transactions to be carried out in accordance with the
securities laws of the various states where required, the Shares when issued and
sold in the manner described in the Registration Statement 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, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
MWH
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 30, 1997,
except as to Note 1 (reincorporation and reverse stock split) which is as of
March 13, 1997, appearing in AccelGraphics, Inc.'s Prospectus filed on April 11,
1997 with the Securities and Exchange Commission pursuant to Rule 424(b) of the
Securities Act of 1933, as amended.
PRICE WATERHOUSE LLP
San Jose, California
May 6, 1997
