-----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, QNHN3wj5VoiEfBO1Mm8v4zIgu8Tk0mb/aHgSpJJhrpyl4ixan1Z+HyzLlrhRMjfB GAicYTO2lRc76LPdwVl0wQ== 0000950148-98-001384.txt : 19980520 0000950148-98-001384.hdr.sgml : 19980520 ACCESSION NUMBER: 0000950148-98-001384 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980519 EFFECTIVENESS DATE: 19980519 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUARTERDECK CORP CENTRAL INDEX KEY: 0000707668 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954320650 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53033 FILM NUMBER: 98628010 BUSINESS ADDRESS: STREET 1: 13160 MINDANAO WAY CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 3103093700 MAIL ADDRESS: STREET 1: 13160 MINDANAO WAY CITY: MARINA DEL RAY STATE: CA ZIP: 90292 FORMER COMPANY: FORMER CONFORMED NAME: QUARTERDECK OFFICE SYSTEMS INC DATE OF NAME CHANGE: 19940510 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on May 19, 1998 Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------ QUARTERDECK CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-4320650 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 13160 Mindanao Way Marina del Rey, California 90292 (Address of Principal Executive Offices) (Zip Code) ------------ EMPLOYEE/CONSULTANT COMPENSATION OPTION AGREEMENTS (Full title of the plan) ------------ RON BEN-YEHUDA Vice President, Secretary and General Counsel Quarterdeck Corporation 13160 Mindanao Way Marina del Rey, California 90292 (310) 309-3700 (Name, address and telephone number of agent for service) ------------ 2 ================================================================================ CALCULATION OF REGISTRATION FEE ================================================================================
Proposed Title of Proposed Maximum Securities Amount Maximum Aggregate Amount of to be to be Offering Price Offering Registration Registered Registered per Share Price Fee - -------------------------------------------------------------------------------- Common Stock, par value $.001 100,000 $2.50 $250,000(1) $74 - --------------------------------------------------------------------------------
(1) Pursuant to Rule 457(h), based on the price at which the options may be exercised. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed by Quarterdeck Corporation (the "Company" or the "Registrant") with the Securities and Exchange Commission (the "Commission") are by this reference incorporated in and made a part of this Registration Statement: (a) The Annual Report on Form 10-K for the fiscal year ended September 30, 1997; (b) The Current Reports on Form 8-K dated October 3, 1997, October 7, 1997, March 9, 1998 and April 2, 1998; (c) The Quarterly Report on Form 10-Q for the quarter ended December 31, 1997; and (d) The Registration Statement on Form 8-A filed April 26, 1991. All reports and other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Act of 1934, as amended (the "Exchange Act"), after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that 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 of such reports and 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. As permitted by Section 145 of the Delaware General Corporation Law, the Bylaws of the Company provide: (i) the Company is required to indemnify its directors and officers and may indemnify its other employees and agents, and persons serving in such capacities in other business enterprises (including, for example, subsidiaries of the Company) at the Company's request, to the fullest extent permitted by Delaware law, including those circumstances in which indemnification would otherwise be discretionary; (ii) the Company is required to advance expenses, as incurred, to such directors and officers and may advance expenses to such other employees and agents in connection with defending a proceeding (except that it is not required to advance expenses to a person against whom the Company brings a claim for breach of the duty of loyalty, failure to act in good faith, intentional misconduct, knowing violation of law or deriving an improper personal benefit); (iii) the rights conferred in the Bylaws are not exclusive and the Company is authorized to enter into indemnification agreements with such directors, officers, employees and agents; (iv) the Company may maintain director and officer liability insurance to the extent reasonably available; and (v) the Company may not retroactively amend the Bylaw provisions in a way that is adverse to such directors, officers, employees and agents. The Company has also entered into an -1- 4 agreement with its directors and certain of its officers indemnifying them to the fullest extent permitted by the foregoing. These indemnification provisions, and the Indemnification Agreements entered into between the Company and its directors and certain of its officers, may be sufficiently broad to permit indemnification of the Company, officers and directors for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"). ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
Exhibit Number 5.1 Opinion of Schwartz & Associates 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Schwartz & Associates (included in Exhibit 5.1) 24.1 Power of Attorney (included on the Signature Page)
ITEM 9. UNDERTAKINGS. (a) The Company 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 the 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 the Registration Statement; (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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the 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 -2- 5 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 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 the 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 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. -3- 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Los Angeles, state of California, on this 19th day of May, 1998. QUARTERDECK CORPORATION By: /s/ Curtis A. Hessler ------------------------------------- Curtis A. Hessler, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Curtis A. Hessler and Frank R. Greico, or either of them, his attorneys-in-fact and agents, each with full power of substitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do so and perform each and every act and thing requisite and necessary to be done in connection with this Registration Statement, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that either of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully 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.
Signature Title Date /s/ Curtis A. Hessler ________________________ President, Chief Executive Officer May 19, 1998 Curtis A. Hessler and Director (Principal Executive Officer) /s/ Frank R. Greico _________________________ Senior Vice President and Chief May 19, 1998 Frank R. Greico Financial Officer (Principal Financial and Accounting Officer) /s/ Frank W. T. LaHaye _________________________ Director May 19, 1998 Frank W. T. LaHaye /s/ Howard L. Morgan _________________________ Director May 19, 1998 Howard L. Morgan /s/ King R. Lee _________________________ Director May 19, 1998 King R. Lee /s/ William H. Lane III _________________________ Director May 19, 1998 William H. Lane III
7 INDEX TO EXHIBITS
Sequentially Exhibit Numbered Number Exhibit Page - ------- ------- ------------ 5.1 Opinion of Schwartz & Associates.......................... 23.1 Consent of KPMG Peat Marwick LLP..........................
EX-5.1 2 EXHIBIT 5.1 1 EXHIBIT 5.1 May 19, 1998 Quarterdeck Corporation 13160 Mindanao Way Marina del Rey, California 90292 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as securities counsel for Quarterdeck Corporation, a Delaware corporation (the "Company"), in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, in connection with the registration of 100,000 shares of the Company's Common Stock, par value $.001 (the "Shares") issuable by the Company pursuant to its employee and consultant compensation option agreements (the "Plan"). In connection with the preparation of the Registration Statement and the proposed issuance and sale of the Shares in accordance with the Plan, we have made certain legal and factual examinations and inquiries and examined, among other things, such documents, records, instruments, agreements, certificates and matters as we have considered appropriate and necessary for the rendering of this opinion. We have assumed for the purpose of this opinion the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies, and the genuineness of the signatures thereon. As to various questions of fact material to this opinion, we have, when relevant facts were not independently established, relied, to the extent deemed proper by us, upon certificates and statements of officers and representatives of the Company. We have assumed for purposes of this opinion that the Company will not grant any award under the Plan pursuant to which Shares could be issued for consideration that is not 2 adequate in form or amount to support the issuance of fully paid stock under applicable state law. Although we are not admitted to practice in the State of Delaware, we are generally familiar with the Delaware General Corporation Law. Based on the foregoing and in reliance thereon, it is our opinion that the Shares have been duly authorized and when the Shares are issued and sold in accordance with the Plan and any agreements pursuant to which such Shares are issued, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the inclusion of our opinion as Exhibit 5.1 to the Registration Statement and further consent to the reference to this firm in the Registration Statement. This opinion is rendered solely for your benefit in accordance with the subject transaction and is not to be otherwise used, circulated, quoted or referred to without our prior written consent. Very truly yours, /s/ Schwartz & Associates SCHWARTZ & ASSOCIATES EX-23.1 3 EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement on Form S-8 of Quarterdeck Corporation of our report dated November 7, 1997, except for the first paragraph of note 13, which is as of December 19, 1997, with respect to the consolidated balance sheets of Quarterdeck Corporation as of September 30, 1997 and 1996 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended September 30, 1997, and the related schedule, which report appears in the September 30, 1997 annual report on Form 10-K of Quarterdeck Corporation. /s/ KPMG Peat Marwick LLP Los Angeles, California May 8, 1998 -----END PRIVACY-ENHANCED MESSAGE-----