-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RpY8UbqiUiDRn4fnv4okB57aIP0V6uJT0I1Valomd7tf2qBA8zyU+8Th6Kji7Jq1 xz3ozL5XAQZdWf+fq5BxJw== 0000050842-95-000002.txt : 19950414 0000050842-95-000002.hdr.sgml : 19950406 ACCESSION NUMBER: 0000050842-95-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950405 EFFECTIVENESS DATE: 19950424 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERPOINT CORP /NEW/ CENTRAL INDEX KEY: 0000050842 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 910850556 STATE OF INCORPORATION: WA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58441 FILM NUMBER: 95527139 BUSINESS ADDRESS: STREET 1: 10301 WILLOWS RD STREET 2: PO BOX 97005 CITY: REDMOND STATE: WA ZIP: 98073 BUSINESS PHONE: 2068823100 MAIL ADDRESS: STREET 1: 10301 WILLOWS ROAD STREET 2: PO BOX 97005 CITY: REDMOND STATE: WA ZIP: 98073-9705 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED CIRCUITS INC DATE OF NAME CHANGE: 19890321 S-8 1 FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERPOINT CORPORATION (Exact name of registrant as specified in its charter) Washington 91-0850556 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 10301 Willows Road Redmond, Washington 98073-9705 (Address of principal executive offices)(zip code) INTERPOINT CORPORATION AMENDED 1985 INCENTIVE STOCK OPTION PLAN (Full title of the plan) PETER H. VAN OPPEN, Chairman INTERPOINT CORPORATION 10301 Willows Road Redmond, Washington 98073-9705 (206) 882-3100 (Name, address and telephone number of agent for service) Copy to: EVELYN CRUZ SROUFE PERKINS COIE 1201 Third Avenue, 40th Floor Seattle, Washington 98101-3099 CALCULATION OF REGISTRATION FEE
================================================================= Proposed Proposed Title of Maximum Maximum Securities Number Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share(1) Price(1) Fee - ----------------------------------------------------------------- Common Stock, 260,000(2) $8.00 $2,080,000 $717.24 no par value =================================================================
(1)Estimated pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the "Securities Act") solely for the purpose of calculating the amount of the registration fee. The price per share is estimated to be $8.00 based on the average of the high and low price for the Common Stock in the over-the-counter market on March 31, 1995, as reported by the Nasdaq National Market. (2)Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the Amended 1985 Incentive Stock Option Plan as the result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock of the Company. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the year ended October 31, 1994, which contains audited financial statements for the most recent year for which such statements have been filed; (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Annual Report referred to in (a) above; and (c) The description of the Registrant's Common Stock contained in the Registration Statement on Form S-4 filed with the Commission on January 11, 1994, under the Securities Act of 1933, as amended (the "Securities Act"), including any amendments or reports filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after 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 covered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act authorize a court to award, or a corporation's board of directors to grant, indemnification to directors and officers on terms sufficiently broad to permit indemnification under certain circumstances for liabilities arising under the Securities Act. Article XII of the Restated Bylaws of Interpoint Corporation provides for indemnification of the Registrant's directors and officers to the full extent permitted by Washington law. Section 23B.08.320 of the Washington Business Corporation Act authorizes a corporation to limit a director's liability to the corporation or its shareholders for monetary damages for acts or omissions as a director, except in certain circumstances involving intentional misconduct, self dealing or illegal corporate loans or distributions, or any transaction from which the director personally receives a benefit in money, property or services to which the director is not legally entitled. Article XI of the Restated Articles of Incorporation of Interpoint Corporation contains provisions implementing, to the full extent permitted by Washington law, such limitations on a director's liability to the Registrant and its shareholders. Officers and directors of Interpoint are covered by insurance (with certain exceptions and certain limitations) which indemnify them against losses and liabilities arising from certain alleged "wrongful acts," including alleged errors or misstatements, or certain other alleged wrongful acts or omissions constituting neglect or breach of duty. Item 8. EXHIBITS
Exhibit Number Description - --------- --------------- 5.1 Opinion of Perkins Coie regarding legality of the Common Stock being registered 23.1 Consent of Price Waterhouse LLP 23.2 Consent of KPMG Peat Marwick LLP 23.4 Consent of Perkins Coie (included in opinion filed as Exhibit 5.1) 24.1 Powers of Attorney (see Signature Page) 99.1 Amended 1985 Incentive Stock Option Plan 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) above do 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 Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities 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 Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 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 this 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. 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 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 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Redmond, State of Washington, On April 3, 1995. INTERPOINT CORPORATION /S/ Peter H. van Oppen ------------------------------- Peter H. van Oppen, President, Chief Executive Officer and Chairman POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Peter H. van Oppen and Leslie S. Rock, and each of them, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, to sign in the name and on behalf of such person, individually and in each capacity stated below, any or all amendments (including pre-effective and post- effective amendments) this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the following capacities on April 3, 1995. Signature Title --------- ---------- /S/ Peter H. van Oppen - ---------------------------- Peter H. van Oppen President, Chief Executive Officer and Chairman /S/ Leslie S. Rock - ----------------------------- Leslie S. Rock Vice President, Treasurer and Chief Accounting Officer /S/ Christopher T. Bayley - ----------------------------- Christopher T. Bayley Director /S/ Walter P. Kistler - ----------------------------- Walter P. Kistler Director /S/ Russell F. McNeill - ----------------------------- Russell F. McNeill Director /S/ John W. Stanton - ----------------------------- John W. Stanton Director /S/ David A. Uvelli - ----------------------------- David A. Uvelli Director /S/ Calvin A.H. Waller - ----------------------------- Calvin A.H. Waller Director INDEX TO EXHIBITS Exhibit Number Description - --------- --------------- 5.1 Opinion of Perkins Coie regarding legality of the Common Stock being registered 23.1 Consent of Price Waterhouse LLP 23.2 Consent of KPMG Peat Marwick LLP 23.3 Consent of Perkins Coie (included in opinion filed as Exhibit 5.1) 24.1 Powers of Attorney (see Signature Page) 99.1 Amended 1985 Incentive Stock Option Plan
EX-5.1 2 OPINION OF PERKINS COIE [PERKINS COIE LETTERHEAD] Exhibit 5.1 April 4, 1995 Interpoint Corporation 10301 Willows Road Redmond, WA 98073-9705 Re: Registration Statement on Form S-8 Gentlemen and Ladies: We have acted as counsel to you in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), which you are filing with the Securities and Exchange Commission with respect to 260,000 shares of Common Stock, no par value (the "Shares"), which may be issued upon the exercise of stock options granted or to be granted pursuant to the Interpoint Corporation Amended 1985 Incentive Stock Option Plan (the "Plan"). We have examined the Registration Statement and such documents and records of the Company and other documents as we have deemed necessary for the purpose of this opinion. Based upon and subject to the foregoing, we are of the opinion that the shares of Common Stock that may be issued upon the exercise of stock options granted or to be granted pursuant to the Plan have been duly authorized and that, upon the due execution by the Company and the registration by its registrars of the Common Stock and the sale thereof by the Company in accordance with the terms of the Plan, the Common Stock will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /S/ Perkins Coie ------------------------- Perkins Coie EX-23.1 3 CONSENT OF PRICE WATERHOUSE CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 2, 1994 appearing on page 11 of Interpoint Corporation's Annual Report on Form 10-K for the year ended October 31, 1994. /S/ Price Waterhouse LLP - ------------------------- Price Waterhouse LLP Seattle, Washington March 31, 1995 EX-23.2 4 CONSENT OF KPMG PEAT MARWICK INDEPENDENT AUDITORS' CONSENT The Board of Directors Interpoint Corporation: We consent to the use of our report on the balance sheet of Advanced Digital Information Corporation as of September 30, 1993, and the related statements of operations, stockholders' equity, and cash flows for each of the years in the two-year period ended September 30, 1993, which report appears in the October 31, 1994 annual report on Form 10-K of Interpoint Corporation. Our report refers to a change in the method of accounting for income taxes. /S/ KPMG Peat Marwick LLP ------------------------------ KPMG PEAT MARWICK LLP Seattle, Washington April 4, 1995 EX-99.1 5 AMENDED 1985 INCENTIVE STOCK OPTION PLAN INTERPOINT CORPORATION Amended 1985 INCENTIVE STOCK OPTION PLAN The following Incentive Stock Option Plan ("Plan") was adopted by INTERPOINT CORPORATION ("Company") effective December 18, 1985, and was approved by the Shareholders on February 15, 1986. The Plan is intended to qualify under Section 422A of the Internal Revenue Code of 1954 ("IRC") as finally adopted. This Plan was amended by amendments adopted by the Board of Directors on November 4, 1987. In addition, this plan was amended by the Board of Directors effective December 20, 1989 and approved by affirmative vote of the Shareholders on February 26, 1990. The Plan was further amended by the Board of Directors effective December 16, 1992, and approved by affirmative vote of the Shareholders on February 24, 1993. On November 22, 1993, the Board of Directors adopted an amendment to the Plan which was approved by affirmative vote of the Shareholders on February 11, 1994. Finally, the Plan was amended by the Board of Directors effective December 7, 1994 and approved by affirmative vote of the Shareholders on February 22, 1995. 1. Purpose. The purpose of the Plan is to provide for the issuance of options to key salaried employees ("Team Members") to purchase shares of the Company's authorized by unissued common stock without par value in order to encourage key salaried Team Members to have a proprietary interest in successful operations of the Company and to expand and improve the Company's profits. 2. Shares Under Plan. The aggregate number of shares which may be issued under the Plan through amendment is 490,000 shares. 3. Eligibility. a. To be eligible to receive an option under the Plan, an individual must on the date of granting the option be a salaried Team Member of either the Company, a parent or subsidiary of the Company, or a corporation or a parent or subsidiary corporation of such corporation issuing or assuming a stock option in a transaction to which IRC Section 425(a) applies. b. No individual may receive grant of an option who at the time the option is granted owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the employer corporation or of its parent or subsidiary corporation unless at the time the option is granted the option price is at least 110 percent of the fair market value of the stock subject to the option and the option by its terms is not exercisable after the expiration of five years from the date that option is granted. 4. Administration. The Plan will be administered by a Committee of the Board of Directors of the Company ("Committee") consisting of outside Directors (those who are not employees of the Company). The Committee is authorized, consistent with the Plan: to select Team Members to whom options are granted, to fix the number of shares and price per share granted to each, to determine whether payable in money or in stock of the Company or otherwise, to fix the date of grant, date of termination and expiration and terms and conditions of each option, to interpret the Plan, to determine rights and obligations of option holders, to grant options and direct the Company to execute option agreements, to perform all other acts necessary or convenient to administer the Plan, and to correct any defect, omission or inconsistency in the Plan necessary to effect its purpose and qualify as an incentive stock option plan under the IRC Section 422A. In addition, the Interpoint President, or others as he or she may assign, may grant options to newly hired Team Members who are not executive officers. 5. Terms of Options. Each option must comply with the following terms: a. Grant. The option must be granted within ten years from the date the Plan is adopted or the date the Plan is approved by the shareholders, whichever is earlier. b. Option Price. The option price must not be less than the fair market value of the stock at the time the option is granted. The fair market value shall be the closing market price on the last business day preceding the date of grant, or, if no trades, were made on that day, it shall be the mean between the bid and ask prices quoted by NASDAQ at the close of the market on that day. c. Exercise. Subject to the next two sentences, the option may be exercisable for all or part of the shares subject to the option and at any intervals determined by the Committee. No option may be exercisable after the first to occur of the following events: (1) The expiration of ten years from the date the option is granted or such shorter period as the Committee may determine for that option, and (2) The expiration of three months from the date the option holder ceases to be employed by the employer corporation, or the expiration of one year from the date the option holder ceases to be employed by the employer corporation in the case of a Team Member who dies or is disabled within the meaning of IRC Section 22(c)(3). Each option must be exercised by written notice to the Company signed by the option holder or his or her personal representative stating the number of shares being purchased and accompanied by full payment. d. Sequential Exercise -- Pre-1987 Options. No option which was granted prior to January 1, 1987 may be exercised while there is outstanding (meaning not exercised in full or not expired by reason of lapse of time) any incentive stock option which was granted, before the granting of the pre- 1987 option, to the individual to purchase stock in the individual's employer corporation or in a corporation which (at the time of the granting of the option) is a parent or subsidiary corporation of the employer corporation, or in a predecessor corporation of any such corporations. e. Non-transferability. The option may not be transferable by the individual to whom granted otherwise than by will or the laws of descent and distribution, and must be exercisable, during the individual's lifetime, only by the individual. f. Payment. If approved by the Committee, the price for the stock issued upon exercise of the option may be paid in stock of the corporation granting the option. g. Lapse. Upon lapse of any option not exercised in full, the unexercised shares will become available for other option under the Plan. 6. Option Agreement. Each option granted under the Plan will be evidenced by a written agreement executed by the Company and the option holder, and will contain terms and conditions as the Committee deems desirable not inconsistent with the Plan. 7. Non-Qualified Options. Unless the option agreement provides otherwise, options granted under the Plan are intended to be incentive stock options qualifying under IRC Section 422A, as amended. Non-qualified stock options may be granted under this Plan if the option agreement granting the option states that it is intended that the option not qualify as an incentive stock option. Paragraphs 3.b. and 5.d. of this Plan shall not apply to non-qualified options granted hereunder. 8. Change in Capitalization. If the Company changes it capitalization, whether by stock dividend, stock split-up, reclassification or recapitalization, merger or consolidation, or otherwise (if the option does not terminate pursuant to paragraph 9), then the number and kind of shares then subject to options and thereafter to become subject to options and the prices to be paid therefor, will be proportionately adjusted by the Committee to whatever extent the Committee determines the change equitably requires an adjustment, without issuance of any fractional option or share. 9. Merger or Consolidation. If the Company dissolves, is reorganized, splits up its stock or merges or consolidates with any other corporation and the Company is not the surviving corporation, then (unless one or more of the surviving corporations assumes the options under the Plan or issues substitute options) each holder of outstanding options will be notified of and have the right to exercise the options prior to the dissolution, reorganization, stock split-up, merger or consolidation. Any option not exercised within thirty (30) days of notification will thereupon terminate, and simultaneously the Plan will terminate. 10. Options to Outside Directors. Notwithstanding any provision in this Plan to the contrary, options to outside Directors shall be non-qualified options and shall be granted only in accordance with the following provisions: a. Grant. Each outside Director, upon his or her first election or appointment as a director of the Company, shall be granted a non-qualified option for 5,500 shares and shall not be eligible for any other options under this or any other option plan of the Company. b. Vesting. Each option granted under this Section 10 shall vest as follows: options for 1,375 shares shall be exercisable on and after one (1) year from the date of grant, and options for an additional 1,375 shares shall be exercisable on and after each of the three succeeding anniversaries of the date of grant. c. Availability of Shares. The options provided for in this Section 10 are subject to the availability of shares under this Plan. If at the date of any grant there are insufficient shares available to satisfy the grants in whole, then the shares available shall be divided by the number of outside Directors then entitled to a grant and each such outside Director shall be granted an option for that number of shares. d. Term of Option. The term of each option shall be for a period of ten (10) years from the date of grant thereof. e. Option Price. The option price must not be less than the fair market value of the stock at the time the option is granted. The fair market value shall be the closing market price on the last business day preceding the date of grant, or, if no trades were made on that day, it shall be the mean between the bid and ask prices quoted by NASDAQ at the close of the market on that day. f. Other Terms Applicable. Except as otherwise provided in this Section 10, options granted to outside Directors shall be subject to the terms and conditions of this Plan applicable to other option holders. 11. Amendment of Plan. The Board of Directors of the Company may amend the Plan and, with the consent of each option holder affected, the terms and conditions of granted options as its deems advisable, but may not without the approval of the holders of not less than a majority of the outstanding capital stock of the Company: a. increase the maximum number of shares subject to the Plan, except pursuant to paragraph 8; b. decrease the option price provided for in paragraph 5; c. extend the term for which options may be granted; d. change the class of employees eligible to receive options; or e. cause any condition or provision of an option or the Plan to be inconsistent with the provisions of IRC Section 422A(b). 12. Termination of Plan. The Plan will terminate on December 17, 1995, except that the Board of Directors of the company may terminate the Plan sooner at any time. No termination, other than as provided in paragraph 9, will affect any option then outstanding. 13. Severability. If any provision of this Plan or of any option is determined to be inconsistent with the provisions of IRC Section 422A, the inconsistent provision will be deemed omitted and the remaining provisions will remain in effect. -----END PRIVACY-ENHANCED MESSAGE-----