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.