-----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, CKMtW287gYNV4F5BZ4M+otWludnH6fuF1Xn0XxafRyiJy1lABAMirfMfiw296+wD Gk2lLbF9B9d+5XNwjAY7tQ== 0000950148-97-001060.txt : 19970430 0000950148-97-001060.hdr.sgml : 19970430 ACCESSION NUMBER: 0000950148-97-001060 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: 333-26107 FILM NUMBER: 97590351 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)
EMPLOYEE/CONSULTANT COMPENSATION OPTION AGREEMENTS (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(1) Amount of to be Registered Registered Price Per Share (1) Registration Fee(1) - ------------------------------------------------------------------------------------------------------------ Common Stock, par value $.001 750,000 $2.4375 $1,828,125 $631 ============================================================================================================
(1) 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 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, 1996; (b) The Current Reports on Form 8-K dated January 14, 1997 and April 3, 1997; (c) The Quarterly Report on Form 10-Q for the quarter ended December 31, 1996; 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 Exchange 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. 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 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 advances 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 3 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 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. 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). ITEM 9. UNDERTAKINGS. 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 4 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 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. 5 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) Director /s/ Frank W. T. LaHaye 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
6 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 763,000 shares of the Company's Common Stock, par value $.001 per share (the "Shares"), issuable by the Company pursuant to its employee and consultant compensation option agreements (the "Plan"). The Shares are to be issued by the Company in the manner described in the Registration Statement. As such counsel, I have examined the Registration Statement, the Plan 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 Plan 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 Plan and any agreements pursuant to which such Shares are issued, the Shares to be issued by the Company pursuant to awards granted under the Plan 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 PEAT 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-----