-----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, ELN24aERLMCgyTYX2wmAaKRaJHnIF1pRhi9HlDSHFCdpRzKGyiCpe2cO8oBua3CY /FlvEr/xY9mcInf+Kmq9ww== /in/edgar/work/20001101/0000912057-00-046661/0000912057-00-046661.txt : 20001106 0000912057-00-046661.hdr.sgml : 20001106 ACCESSION NUMBER: 0000912057-00-046661 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001101 EFFECTIVENESS DATE: 20001101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORTEL INC /CA/ CENTRAL INDEX KEY: 0000731647 STANDARD INDUSTRIAL CLASSIFICATION: [6794 ] IRS NUMBER: 942566313 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-49048 FILM NUMBER: 750471 BUSINESS ADDRESS: STREET 1: 46328 LAKEVIEW BLVD CITY: FREMONT STATE: CA ZIP: 94538-6517 BUSINESS PHONE: 5104409600 MAIL ADDRESS: STREET 1: 46328 LAKEVIEW BLVD CITY: FREMONT STATE: CA ZIP: 94538-6517 S-8 1 a2029080zs-8.txt S-8 As filed with the Securities and Exchange Commission on November 1, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- FORTEL INC. (Exact name of registrant as specified in its charter) CALIFORNIA 94-2566313 (State of Incorporation) (I.R.S. Employer Identification No.) -------------------- 46832 LAKEVIEW BLVD. FREMONT, CALIFORNIA 94538-6543 (Address of principal executive offices) -------------------- 1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (Full title of the plans) HENRY C. HARRIS SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND CORPORATE SECRETARY FORTEL INC. 46832 LAKEVIEW BLVD. FREMONT, CALIFORNIA 94538-6543 TELEPHONE: (510) 440-9600 (Name, address, including zip code, and telephone number, including area code, of agent for service) (formerly known as Zitel Corporation) -------------------- Copies to: JOHN L. CARDOZA, ESQ. KEVIN D. GONZALEZ, ESQ. COOLEY GODWARD LLP 5 PALO ALTO SQUARE 3000 EL CAMINO REAL PALO ALTO, CALIFORNIA 94306-2155 TELEPHONE: (650) 843-5000 --------------------
CALCULATION OF REGISTRATION FEE =================================================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Offering Aggregate Amount of to be Registered Amount to be Registered Price per Share (1) Offering Price (1) Registration Fee - ----------------------------------------------------------------------------------------------------------------------------------- Stock Options and Common Stock (no par value) 150,000 shares $0.984375 $147,656.25 $38.98 ===================================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h). The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant's Common Stock on October 30, 2000 as reported on the Nasdaq SmallCap Market. INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8 The contents of Registration Statements on Form S-8 Nos. 333-01987 and 333-78385 filed with Securities and Exchange Commission on March 27, 1996 and May 13, 1999, respectively, are incorporated by reference herein. EXHIBITS
EXHIBIT NUMBER 5 Opinion of Cooley Godward LLP. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement. 24 Power of Attorney follows signature pages. 99.1 1995 Non-Employee Directors' Stock Option Plan, as amended by the Registrant's Board of Directors on November 2, 1999 and approved by the shareholders on March 9, 2000. (1)
(1) Filed as exhibit with the Registrant's Definitive Proxy Statement for the 2000 Annual Meeting of the Shareholders, filed January 28, 2000. 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 Fremont, State of California, on October 30, 2000. FORTEL INC. By: /s/ HENRY C. HARRIS --------------------------------------------- Henry C. Harris Senior Vice President, Chief Financial Officer and Corporate Secretary POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Asa W. Lanum and Henry C. Harris, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power 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 and 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 attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, 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/ ASA W. LANUM President, Chief Executive Officer October 30, 2000 - ------------------------------------------- and Director (Principal Executive (ASA W. LANUM) Officer) /s/ HENRY C. HARRIS Senior Vice President, Chief October 30, 2000 - ------------------------------------------ Financial Officer and Corporate (HENRY C. HARRIS) Secretary (Principal Financial Officer) /s/ TSVI GAL - -------------------------------------------- Director October 30, 2000 (TSVI GAL) /s/ JACK H. KING - -------------------------------------------- Director October 30, 2000 (JACK H. KING) /s/ PHILIP J. KOEN - -------------------------------------------- Director October 30, 2000 (PHILIP J. KOEN) /s/ WILLIAM R. LONERGAN - -------------------------------------------- Director October 30, 2000 (WILLIAM R. LONERGAN) /s/ WILLIAM M. REGITZ - -------------------------------------------- Director October 30, 2000 (WILLIAM M. REGITZ) /s/ RAMAN KHANNA - -------------------------------------------- Director October 30, 2000 (RAMAN KHANNA) /s/ EDWARD F. THOMPSON - -------------------------------------------- Director October 30, 2000 (EDWARD F. THOMPSON)
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION 5 Opinion of Cooley Godward LLP. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement. 24 Power of Attorney follows signature pages. 99.1 1995 Non-Employee Directors' Stock Option Plan, as amended by the Registrant's Board of Directors on November 2, 1999 and approved by the shareholders on March 9, 2000. (1)
(1) Filed as exhibit with the Registrant's Definitive Proxy Statement for the 2000 Annual Meeting of the Shareholders, filed January 28, 2000. EX-5 2 a2029080zex-5.txt EX-5 EXHIBIT 5 October 31, 2000 Fortel Inc. 46832 Lakeview Blvd. Fremont, California 94538-6543 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Fortel Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 150,000 shares of the Company's common stock, no par value (the "Shares"), pursuant to the Company's 1995 Non-Employee Directors' Stock Option Plan (the "Plan"). In connection with this opinion, we have examined and relied on the Registration Statement and related prospectus, the Company's Articles of Incorporation, as amended and Bylaws, as amended, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, and the due execution and delivery of all documents, where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, and the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD LLP By: /s/ JOHN L. CARDOZA ------------------------------- John L. Cardoza EX-23.1 3 a2029080zex-23_1.txt EX-23.1 EXHIBIT 23.1 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 13, 1999 relating to the financial statements and financial statement schedule, which appears in FORTEL Inc. (formerly Zitel Corporation)'s Annual Report on Form 10-K/A for the year ended September 30, 1999. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP San Jose, California October 30, 2000 -----END PRIVACY-ENHANCED MESSAGE-----