-----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, GjSDEez7BReAHeDdOn4nLpG9cGMTTY/+CVAVI1yvKcmVl/b30FVKCp7KMNaDz35+ qNOCHFW4aKYDVaNYDX3fCQ== 0000313867-96-000006.txt : 19960620 0000313867-96-000006.hdr.sgml : 19960620 ACCESSION NUMBER: 0000313867-96-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960618 EFFECTIVENESS DATE: 19960707 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIAD SYSTEMS CORP CENTRAL INDEX KEY: 0000313867 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 942160013 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-06247 FILM NUMBER: 96582715 BUSINESS ADDRESS: STREET 1: 3055 TRIAD DR CITY: LIVERMORE STATE: CA ZIP: 94550 BUSINESS PHONE: 5104490606 MAIL ADDRESS: STREET 1: 3055 TRIAD DRIVE CITY: LIVERMORE STATE: CA ZIP: 94550 S-8 1 Securities and Exchange Commission Washington, D.C. 20549 FORM S-8 Registration Statement under the Securities Act of 1933 TRIAD SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-2160013 -------- ---------- (State or other jurisdiction of (IRS employer identification no.) incorporation or organization) 3055 Triad Drive, Livermore, California 94550 -------------------------------------------- (Address of principal executive office, including zip code) Triad Systems Corporation Amended and Restated 1982 Stock Option Plan --------------------------------------------------------------------- (Full title of the plan) James R. Porter, President Triad Systems Corporation, 3055 Triad Drive Livermore, California 94550 --------------------------- (Name and address of agent for service) (415) 449-0606 -------------- (Telephone number, including area code, of agent for service) Calculation of Registration Fee
Title of Amount Proposed maximum Proposed maximum Amount of securities of to be offering price aggregate registration the registered registered per unit offering price fee - -------------- ------------- ---------------- ---------------- ------------ Common Stock 350,000 shares(1) $5.875 $2,056,250 $710(2) (1) This Registration Statement pertains to the registration of additional shares with respect to the Amended and Restated 1982 Stock Option Plan (the "1982 Stock Option Plan"). A total of 7,375,000 shares issuable under the 1982 Stock Option Plan has been registered previously under the Securities Act of 1933, as amended. (2) In accordance with Rule 457(h), this calculation is made solely for the purpose of calculating the amount of the registration fee and is based upon a per share price of $5.875, the average of the high and low prices on May 12, 1996. Part II Information Required in the Registration Statement Registration of Additional Securities Pursuant to General Instruction E of Form S-8, this Registration Statement is filed solely to register an additional 350,000 shares under the Amended and Restated 1982 Stock Option Plan. Pursuant to General Instruction E of Form S-8, the Registrant hereby incorporates by reference the contents of Registration No. 33-20239 into this Registration Statement. [Rest of page intentionally left blank] 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 caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Livermore, State of California, on May 23, 1996. TRIAD SYSTEMS CORPORATION (Registrant) By /s/ JAMES R. PORTER James R. Porter President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature Title Date - --------- ---------------------------- ----------- /S/ JAMES R. PORTER President and Chief Executive May 23, 1996 James R. Porter Officer and Director (Principal Executive Officer) /S/ STANLEY F. MARQUIS Vice President-Finance and Chief May 23, 1996 Stanley F. Marquis Financial Officer (Principal Financial and Accounting Officer) /S/ RICHARD C. BLUM Director May 23, 1996 Richard C. Blum /S/ HENRY M. GAY Director May 23, 1996 Henry M. Gay /S/ GEORGE O. HARMON Director May 23, 1996 George O. Harmon /S/ WILLIAM W. STEVENS Director May 23, 1996 William W. Stevens /S/ BRUCE M. BLANCO Corporate Controller May 23, 1996 Bruce M. Blanco (Principal Accounting Officer) INDEX TO EXHIBITS Exhibit No. Page No. 4 Instruments Defining the Rights of Security Holders, Including Indentures. (a) Restated Certificate of Incorporation of Registrant filed July 8, 1993, is incorporated by reference from Exhibit No. 3.1 in the Annual Report on Form 10-K for the Company's fiscal year ended September 30, 1993. (b) Amended and Restated Bylaws incorporated by reference from Exhibit 3.4 to the Company's Registration Statement on Form S-4 (No. 33-53038). (c) Amended and Restated Rights Agreement dated as of December 6, 1993, is incorporated by reference from Exhibit 4.2 in the annual report on Form 10-K for the Company's fiscal year ended September 30, 1993. 5 Opinion re Legality 5 24.1 Consent of Counsel (included in Exhibit 5) 24.2 Consent of Independent Accountants 6 Exhibit 5 OPINION RE LEGALITY June 17, 1996 Triad Systems Corporation 3055 Triad Drive Livermore, CA 94550 Registration Statement on Form S-8 for 350,000 Amended and Restated 1982 Stock Option Plan Shares Dear Sirs: We have acted as your counsel in connection with the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission on or about May 23, 1996 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 350,000 additional shares (the "Shares") of Triad Systems Corporation Common Stock, no par value, authorized for issuance under the Amended and Restated 1982 Stock Option Plan (the "Plan"). As counsel in connection with this transaction, we have examined the proceedings taken, and we are familiar with the proceedings proposed to be taken, in connection with the issuance and sale of the Shares pursuant to the Plan. In our opinion, when issued and sold in the manner described in the Plan and pursuant to the option agreements under the Plan, the Shares will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, McCUTCHEN, DOYLE, BROWN & ENERSEN, LLP By /s/ WILLIAM J. NEWELL William J. Newell A Partner in the Firm Exhibit 24.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Triad Systems Corporation on Form S-8 for the registration of 350,000 shares of its common stock authorized for issuance under the Amended and Restated 1982 Stock Option Plan of our report dated October 19, 1995, on our audits of the consolidated financial statements and financial statement schedules of Triad Systems Corporation as of September 30, 1995 and 1994, and for the years ended September 30, 1995, 1994 and 1993, which report is included (or incorporated by reference) in the Annual Report (Form 10-K) for 1995, filed with the Securities and Exchange Commission. /s/ COOPERS & LYBRAND L.L.P. Coopers & Lybrand L.L.P. San Jose, California June 17, 1996
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