-----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, TNAE1LW3QVd3/dog4Qj0VMhv0PO0mcO77mJVwDrR8cNOGJ5B+Jx25F7Gd3z9LeX7 i3UnpM4fw9JqHp1Pro5vRA== 0000950148-97-001059.txt : 19970430 0000950148-97-001059.hdr.sgml : 19970430 ACCESSION NUMBER: 0000950148-97-001059 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970429 EFFECTIVENESS DATE: 19970429 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: 1933 Act SEC FILE NUMBER: 333-26105 FILM NUMBER: 97590348 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 April 29, 1997 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) 13160 MINDANAO WAY MARINA DEL REY, CALIFORNIA 90292 DELAWARE (310) 309-3700 95-4320650 (State or other jurisdiction of (Address including zip code, and (I.R.S. Employer incorporation or organization) telephone number, including area code of Identification Number) Registrant's principal executive offices)
AMENDED AND RESTATED 1990 STOCK PLAN AMENDED AND RESTATED 1990 DIRECTORS STOCK OPTION PLAN (Full Title of the Plan) __________________________________ BRADLEY D. SCHWARTZ, ESQ. SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL 13160 MINDANAO WAY MARINA DEL REY, CALIFORNIA 90292 (310) 309-3700 (Name, address including zip code, and telephone number, including area code, of agent for service) __________________________________ CALCULATION OF REGISTRATION FEE
=========================================================================================================== Proposed Proposed Maximum Aggregate Title of Securities Amount to be Maximum Offering Offering Price(2) Amount of to be Registered Registered(1) Price Per Share (2) Registration Fee(2) - ------------------------------------------------------------------------------------------------------------ Common Stock, par value $.001 1,700,000 $2.4375 $4,143,750 $1,429 ============================================================================================================
(1) The Registrant previously registered (i) 1,209,500 shares of its Common Stock with respect to its Amended and Restated 1990 Stock Plan and the 1990 Directors Stock Option Plan on Form S-8 (File No. 33-43238), (ii) 1,750,000 shares of Common Stock with respect to the Amended and Restated 1990 Stock Plan on Form S-8 (File No. 33-89824) and (iii) 3,340,000 shares of Common Stock with respect to the Amended and Restated 1990 Stock Plan on Form S-8 (File No. 333-1766). Pursuant to Rule 416, this Registration Statement also covers such additional securities as may become issuable pursuant to the anti-dilution provisions of the Plan. (2) Estimated solely for purposes of determining the registration fee pursuant to Rule 457(h) based on the average of the high and low prices of the Common Stock of Quarterdeck Corporation as reported on Nasdaq Stock Market's National Market on April 23, 1997. ================================================================================ 2 INCORPORATION BY REFERENCE The contents of the Registration Statements on Forms S-8 (Nos. 33-43238, 33-89824 and 333-1766) of Quarterdeck Corporation (the "Company") heretofore filed with the Securities and Exchange Commission are hereby incorporated into this Registration Statement by reference. REGISTRATION OF ADDITIONAL SECURITIES INCREASE IN SHARES ISSUABLE PURSUANT TO THE AMENDED AND RESTATED 1990 STOCK PLAN This Registration Statement relates to the increase in the number of shares of Common Stock authorized to be issued under the Company's Amended and Restated 1990 Stock Plan (the "1990 Plan") from 6,000,000 to 7,500,000. The amendment to the 1990 Plan to increase the number of shares issuable thereunder from 6,000,000 to 7,500,000 was approved by the Company's Board of Directors and was approved by the Company's stockholders at the Company's Annual Meeting on February 12, 1997. INCREASE IN SHARES ISSUABLE PURSUANT TO THE AMENDED AND RESTATED 1990 DIRECTORS STOCK OPTION PLAN This Registration Statement also relates to the increase in the number of shares of Common Stock authorized to be issued under the Company's Amended and Restated 1990 Directors Stock Option Plan (the "Directors Plan") from 300,000 to 500,000. The amendment to the Directors Plan to increase the number of shares issuable thereunder from 300,000 to 500,000 was approved by the Company's Board of Directors and was approved by the Company's stockholders at the Company's Annual Meeting on February 12, 1997. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Bradley D. Schwartz, Senior Vice President and General Counsel of the Company, has, as counsel for the Company, given an opinion as to the validity of the securities being registered by this Registration Statement. ITEM 8. EXHIBITS 5.1 Opinion of Bradley D. Schwartz. 23.1 Consent of Bradley D. Schwartz (included in Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP. 24 Power of Attorney (included on the Signature Page). 3 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 County of Los Angeles, State of California, on this 14th day of March 1997. 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 constitutes and appoints Curtis A. Hessler and Frank R. Greico, and each of them, as his or her true and lawful attorney-in-fact and agent with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendments (including post-effective 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 said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, 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 March 14, 1997 - ---------------------------------- and Director (Principal Executive Curtis A. Hessler Officer) /s/ Frank R. Greico Senior Vice President and Chief March 14, 1997 - ---------------------------------- Financial Officer (Principal Frank R. Greico Financial and Accounting Officer) /s/ Frank W. T. LaHaye Director March 14, 1997 - ---------------------------------- Frank W. T. LaHaye /s/ Howard L. Morgan Director March 14, 1997 - ---------------------------------- Howard L. Morgan /s/ King R. Lee Director March 14, 1997 - ---------------------------------- King R. Lee /s/ William H. Lane III Director March 14, 1997 - ---------------------------------- William H. Lane III
4 EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 5.1 Opinion of Bradley D. Schwartz 23.1 Consent of Bradley D. Schwartz (included in Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP. 24 Power of Attorney (included on the signature page).
EX-5.1 2 OPINION OF BRADLEY D. SCHWARTZ 1 EXHIBIT 5.1 March 31, 1997 Quarterdeck Corporation 13160 Mindanao Way Marina del Rey, California 90292 Re: Registration Statement on Form S-8 Dear Sirs: I have acted as counsel to Quarterdeck Corporation, a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended, of 1,700,000 shares of the Company's Common Stock, par value $.001 per share (the "Shares"), issuable by the Company pursuant to its Amended and Restated 1990 Stock Plan (the "Stock Plan") and Amended and Restated 1990 Directors Stock Option Plan (together with the Stock Plan, the "Plans"). The Shares are to be issued by the Company in the manner described in the Registration Statement, the exhibits thereto, and the documents comprising the prospectuses thereunder (the "Prospectuses"). As such counsel, I have examined the Registration Statement, the Prospectus, the Plans and such other documents, and have obtained such certificates and assurances from public officials and from representatives of the Company, and have made such inquiries, as I deem necessary for the purpose of rendering this opinion. I have assumed the genuineness of all signatures on, and the authenticity of, all documents and instruments submitted to me as originals, and the conformity to original documents of all documents submitted to me as copies. I have assumed for purposes of this opinion that the Company will not grant any award under the Plans pursuant to which Shares could be issued for consideration that is not adequate in form or amount to support the issuance of fully paid stock under applicable state law. My opinion herein is limited to matters under the federal laws of the United States of America, the laws of the State of California and the Delaware General Corporation Law. I am of the opinion that, when issued and paid for in accordance with the Plans and any agreements pursuant to which such Shares are issued, the Shares to be issued by the Company pursuant to awards granted under the Plans will be validly issued, fully paid and nonassessable. This opinion is rendered to you in connection with the Registration Statement and may not be relied upon by any person other than you, or by you in any other context, without my prior written consent. This opinion may not be quoted without my prior written consent. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, BRADLEY D. SCHWARTZ Senior Vice President and General Counsel BDS/msu EX-23.2 3 CONSENT OF KPMG MARWICK LLP 1 The Board of Directors Quarterdeck Corporation We consent to the use of our reports incorporated herein by reference. KPMG Peat Marwick LLP Los Angeles, California April 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----