-----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, CMnGSvbvGmXrq8wKQCZLzL9IHYE4VR4wsBNQj+FI0+jDvbU5uLmfdG6nomkdyIoE 7CMLDOhCN3z4AiJicXDA2A== 0000950148-98-001388.txt : 19980521 0000950148-98-001388.hdr.sgml : 19980521 ACCESSION NUMBER: 0000950148-98-001388 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 REFERENCES 429: 033-43238 REFERENCES 429: 033-89824 REFERENCES 429: 333-01766 REFERENCES 429: 333-26105 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: 333-53073 FILM NUMBER: 98628371 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) ------------ AMENDED AND RESTATED 1990 STOCK PLAN (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 2,000,000 $1.578(1) $3,156,000(1) $932 - --------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the amount of the registration fee on the basis of the average of the high and low reported sale prices of a share of Quarterdeck Corporation's Common Stock on May 12, 1998 as reported by The Nasdaq Stock Market's National Market. ------------------------------ Pursuant to Rule 429 under the Securities Act of 1933, as amended, the Prospectus prepared in accordance with Part I hereof with respect to the Common Stock issuable under the Company's Amended and Restated 1990 Stock Plan also relates to shares of Common Stock previously registered under Registration Statements on Form S-8 (Registration Nos. 333-26105, 333-1766, 33-89824 and 33-43238). ================================================================================ 3 INCORPORATION BY REFERENCE The contents of the Registration Statements on Forms S-8 (Nos. 333-26105, 333-1766, 33-89824 and 33-43238) 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 7,500,000 to 9,500,000. The amendment to the 1990 Plan to increase the number of shares of Common Stock issuable thereunder from 7,500,000 to 9,500,000 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 5, 1998. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 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)
-1- 4 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
5 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 2,000,000 shares of the Company's Common Stock, par value $.001 (the "Shares") issuable by the Company pursuant to its Amended and Restated 1990 Stock Plan (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 and the Form S-8 prospectus to be delivered to participants in 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 2 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. 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-----