-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, fxDXBT7w8VCqJrLC8W59CJErPvuofCVi1wlTYJDclpC3LozjkqPpjlGygsyJRIZx K56vPNhvasqDkNZi3p5NwA== 0000950005-95-000115.txt : 19950602 0000950005-95-000115.hdr.sgml : 19950602 ACCESSION NUMBER: 0000950005-95-000115 CONFORMED SUBMISSION TYPE: S-8 CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 3 REFERENCES 429: 033-47697 FILED AS OF DATE: 19950601 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZITEL CORP CENTRAL INDEX KEY: 0000731647 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942566313 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-92522 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 47211 BAYSIDE PARKWAY CITY: FREMONT STATE: CA ZIP: 94538-6517 BUSINESS PHONE: 5104409600 MAIL ADDRESS: STREET 1: 47211 BAYSIDE PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 19, 1995 Registration No. 33-92522 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZITEL CORPORATION (Exact name of registrant as specified in its charter) ------------------ CALIFORNIA 94-2566313 (State of Incorporation) (I.R.S. Employer Identification No.) ------------------ 47211 BAYSIDE PARKWAY FREMONT, CA 94538 TELEPHONE: (510) 440-9600 (Address and telephone number of principal executive offices) ------------------ 1984 EMPLOYEE STOCK PURCHASE PLAN 1990 STOCK OPTION PLAN (Full title of the plans) HENRY C. HARRIS VICE PRESIDENT, FINANCE AND ADMINISTRATION, SECRETARY ZITEL CORPORATION 47211 BAYSIDE PARKWAY FREMONT, CA 94538 (510) 440-9600 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------ Copies to: MICHAEL R. JACOBSON, ESQ. COOLEY GODWARD CASTRO HUDDLESON & TATUM FIVE PALO ALTO SQUARE 3000 EL CAMINO REAL PALO ALTO, CALIFORNIA 94306 ------------------ CALCULATION OF REGISTRATION FEE
============================================================================================================================= PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES OFFERING PRICE PER AGGREGATE OFFERING TO BE REGISTERED AMOUNT TO BE SHARE (1) PRICE (1) AMOUNT OF REGISTERED REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------- Stock Options and Common Stock (no par value) 500,000 $8.9375 $4,468,750.00 $1,540.95 ============================================================================================================================= (1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c). 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 May 12, 1995 as reported on the NASDAQ National Market System.
================================================================================ Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 NO. 33-47697 The contents of Registration Statement on Form S-8 No. 33-47697 filed with the Securities and Exchange Commission on May 6, 1992 are incorporated by reference herein. EXHIBITS EXHIBIT NUMBER - ------- 5 Opinion of Cooley Godward Castro Huddleson & Tatum 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in Exhibit 5 to this Registration Statement 24 Power of Attorney is contained on the signature pages. 1. SIGNATURES THE REGISTRANT. 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 May 17, 1995. ZITEL CORPORATION By: /s/ Henry C. Harris ------------------------------------ Henry C. Harris Vice President, Finance and Administration and Secretary POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jack H. King and Henry C. Harris, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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 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 substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 2. 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/Jack H. King President, Chief Executive Officer May 18, 1995 - -------------------------- and Director (Jack H. King) /s/Henry C. Harris Chief Financial Officer (Principal May 18, 1995 - -------------------------- Financial and Accounting Officer) (Henry C. Harris) - -------------------------- Chairman of the Board of Directors May , 1995 (William R. Lonergan) --- /s/Catherine P. Goodrich Director May 18, 1995 - -------------------------- (Catherine P. Goodrich) - -------------------------- Director May , 1995 (William M. Regitz) --- /s/Robert H. Welch Director May 18, 1995 - -------------------------- (Robert H. Welch) 3. EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER 5 Opinion of Cooley Godward Castro Huddleson & Tatum 8 23.1 Consent of Coopers & Lybrand L.L.P. 10 23.2 Consent of Cooley Godward Castro Huddleson & Tatum 8 is contained in Exhibit 5 to this Registration Statement 24 Power of Attorney is contained on the signature pages. 4 4. EX-5 2 OPINION OF COOLEY GODWARD CASTRO HUDDLESON & TATUM May 18, 1995 MICHAEL R. JACOBSON VIA FEDERAL EXPRESS Direct: (415) 843-5031 Internet: jacobsonmr@cooley.com Zitel Corporation 47211 Bayside Parkway Fremont, CA 94538 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Zitel Corporation (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 500,000 shares of the Company's Common Stock, no par value, (the "Shares") pursuant to its 1984 Employee Stock Purchase Plan and 1990 Stock Option Plan (the "Plans"). In connection with this opinion, we have examined the Registration Statement and related Prospectuses, your Restated Certificate of Incorporation and By-laws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. 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 thereof, 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 Plans, the Registration Statement and related Prospectuses, 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 CASTRO HUDDLESON & TATUM By: /s/Michael R. Jacobson --------------------------------------------- Michael R. Jacobson MRJ:LMR:hm EX-23.1 3 CONSENT OF COOPER & LYBRAND L.L.P. Coopers Coopers & Lybrand L.L.P. & Lybrand a professional services firm Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Zitel Corporation on Form S-8 of our report dated October 25, 1994, except for the note entitled "Subsequent Event" to which the date is November 23, 1994, on our audits of the consolidated financial statements and financial statement schedule of Zitel Corporation as of September 30, 1994 and 1993, and for the years ended September 30, 1994, 1993, and 1992, which report is included in the Annual Report of Form 10-K. COOPERS & LYBRAND L.L.P. San Jose, California May 17, 1995 -----END PRIVACY-ENHANCED MESSAGE-----