-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DozJlkaOsK3rlVMAShy5CrVFa0vtfqA/lqyVAa3llvuGEn3dDQAsuWa5Gp3kGSCw KGXVM9ll9yHeHYcd03PkfA== 0001015920-99-000004.txt : 19990211 0001015920-99-000004.hdr.sgml : 19990211 ACCESSION NUMBER: 0001015920-99-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990210 EFFECTIVENESS DATE: 19990210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESEARCH ENGINEERS INC CENTRAL INDEX KEY: 0001015920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 222356861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-72095 FILM NUMBER: 99527900 BUSINESS ADDRESS: STREET 1: 22700 SAVI RANCH PARKWAY CITY: YORBA LINDA STATE: CA ZIP: 92687 BUSINESS PHONE: 7149742500 MAIL ADDRESS: STREET 1: 22700 SAVI RANCH PKWY CITY: YORBA LINDA STATE: CA ZIP: 92687 S-8 1 FORM S-8 1998 STOCK OPTION PLAN As filed with the Securities and Exchange Commission on February 9, 1999 Registration No. 333-____________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ RESEARCH ENGINEERS, INC. ------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware -------- (State or Other Jurisdiction of Incorporation or Organization) 22-2356861 ---------- (I.R.S. Employer Identification No.) 22700 Savi Ranch Parkway, Yorba Linda, California 92887 - ------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Research Engineers, Inc. 1998 Stock Option Plan ----------------------------------------------- (Full Title of the Plan) Amrit K. Das, 22700 Savi Ranch Parkway, Yorba Linda, California 92887 --------------------------------------------------------------------- (Name and Address of Agent for Service) (714) 974-2500 -------------- (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE - ------------------------------------- ------------------ ------------------- ------------------- ------------------ Proposed Maximum Proposed Maximum Amount to be Offering Price Aggregate Amount of Title of Securities to be Registered Registered Per Share (1) Offering Price (1) Registration Fee - ------------------------------------- ------------------ ------------------- ------------------- ------------------ - ------------------------------------- ------------------ ------------------- ------------------- ------------------ Common Stock, $.01 par value 500,000 $3.12500 $1,562,500 $434.38 - ------------------------------------- ------------------ ------------------- ------------------- ------------------ (1) Calculated in accordance with Rule 457(h)(1) on the basis of the average of the high and low sales price reported for such securities by The Nasdaq National Market on February 5, 1999.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I, Items 1 and 2, will be delivered to employees in accordance with Form S-8 and Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Registrant incorporates the following documents by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended March 31, 1998 filed on June 29, 1998. (b) All reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since March 31, 1998; and (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement filed under the Securities Act of 1933, as amended, on Form SB-2 (File No. 333-4844-LA). All other documents filed by the Registrant after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing 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 limits, to the maximum extent permitted by Delaware law, the personal liability of directors for monetary damages for breach of their fiduciary duties as a director. The Registrant's Bylaws provide that the Registrant shall indemnify its officers and directors and may indemnify its employees and other agents to the fullest extent permitted by Delaware law. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of the fact that he or she was a director, officer, employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful. 3 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, 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. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 4.1 Certificate of Incorporation of the Registrant* 4.2 Bylaws of the Registrant* 4.3 Research Engineers, Inc. 1998 Stock Option Plan** 5 Opinion of Rutan & Tucker, LLP 23.1 Consent of KPMG LLP, independent accountants 23.2 Consent of Rutan & Tucker, LLP (contained in its opinion filed as Exhibit 5 to this Registration Statement) - --------------- * Filed as an exhibit to the Registrant's Registration Statement on Form SB-2 dated May 21, 1996 (Registration No. 333-4844-LA). ** Filed as an exhibit to the Registrant's Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act on November 12, 1998. Item 9. Undertakings. 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most 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 value of securities offered 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more 4 than 20 percent change in the maximum aggregate offering price set forth in the "Calculatioin of Registation Fee" table in the effective 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. (2) That, for the purpose of determining any 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 offered 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. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, 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. 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 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. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies 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 Yorba Linda, State of California, on this 5th day of February, 1999. RESEARCH ENGINEERS, INC. By: /S/ AMRIT K. DAS --------------------------- Amrit K. Das, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 5, 1999.
Signature Title --------- ----- /S/ AMRIT K. DAS - ------------------------ Amrit K. Das Chairman of the Board, President (principal executive officer), Chief Executive Officer and Director /S/ JYOTI CHATTERJEE - ------------------------ Jyoti Chatterjee Executive Vice President, Chief Operating Officer and Director /S/ WAYNE L. BLAIR - ------------------------ Wayne L. Blair Chief Financial Officer, Secretary and Treasurer (principal financial and accounting officer) /S/ DAN W. HEIL - ------------------------ Dan W. Heil Director /S/ BRUCE CUMMINGS - ------------------------ Bruce Cummings Director /S/ SANTANU DAS - ------------------------ Santanu Das Director
6 EXHIBIT INDEX
Sequentially Exhibit Numbered No. Description Page --- ----------- ---- 5 Opinion of Rutan & Tucker, LLP, counsel for the Registrant (including consent) 8 23.1 Consent of KPMG LLP, independent accountants 10
7 EX-5 2 OPINION OF RUTAN & TUCKER LLP Exhibit 5 January 27, 1999 Research Engineers, Inc. 22700 Savi Ranch Parkway Yorba Linda, California 92887 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Research Engineers, Inc., a Delaware corporation (the "Company"), and in such capacity have examined the form of Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") by the Company in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of up to 500,000 shares of common stock, $.01 par value per share, of the Company (the "Shares"). The Shares are to be sold by the Company upon the exercise of the stock options granted by the Company under its 1998 Stock Option Plan. The Shares will be offered and sold pursuant to the Company's Registration Statement to be filed with the Commission. As counsel for the Company and for purposes of this opinion, we have made those examinations and investigations of legal and factual matters we deemed advisable and have examined the originals, or copies certified to our satisfaction as being true copies, of those corporate records, certificates, documents and other instruments which, in our judgment, we considered necessary or appropriate to enable us to render the opinion expressed below. For these purposes, we have relied upon certificates provided by public officials and by officers of the Company as to certain factual matters. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of documents submitted to us as certified or photostatic copies, and the authenticity of the originals of the latter documents. On the basis of the foregoing, and solely relying thereon, we are of the opinion that the Shares are duly authorized and provided the Shares are issued, delivered and paid for in the manner and upon the terms contemplated by the Registration Statement, the Shares will be validly issued, fully paid and nonassessable. 8 Research Engineers, Inc. January 27, 1999 Page -2- We consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /S/ RUTAN & TUCKER, LLP 9 EX-23.1 3 CONSENT OF KPMG LLP Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Research Engineers, Inc.: We consent to the use of our audit report dated May 13, 1998 on the consolidated balance sheet of Research Engineers, Inc. and subsidiaries as of March 31, 1998, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the two year period ended March 31, 1998, which report appears in the annual report on Form 10-KSB of Research Engineers, Inc., incorporated herein by reference. /S/ KPMG LLP Orange County, California February 9, 1999 10 -----END PRIVACY-ENHANCED MESSAGE-----