-----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, BFRZgkBqMXFJkAOQ7ZWKXGb5QVq57DIhhe7fN5vwPxLcurzD7GLDcRECArqmyg2u iVGoL+ghAwtCXPQEZcPhOA== 0001047469-99-020070.txt : 19990514 0001047469-99-020070.hdr.sgml : 19990514 ACCESSION NUMBER: 0001047469-99-020070 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990513 EFFECTIVENESS DATE: 19990513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZITEL CORP CENTRAL INDEX KEY: 0000731647 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 942566313 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-78385 FILM NUMBER: 99620308 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 S-8 As filed with the Securities and Exchange Commission on May 13, 1999 Registration No. 333- - ------------------------------------------------------------------------------- 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, CALIFORNIA 94538 ---------------------------------------- (Address of principal executive offices) ------------ 1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (FULL TITLE OF THE PLAN) ------------ ANNA M. MCCANN VICE PRESIDENT, FINANCE AND ADMINISTRATION, CHIEF ACCOUNTING OFFICER AND SECRETARY ZITEL CORPORATION 47211 BAYSIDE PARKWAY FREMONT, CALIFORNIA 94538 TELEPHONE: (510) 440-9600 ------------------------------------------------------------------------ (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------ Copies to: JOHN L. CARDOZA, ESQ. LINDA M. RIGAS 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) 200,000 shares $1.50 $300,000.00 $83.40 - --------------------------------------------------------------------------------------------------------------------
(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 closing price of Registrant's Common Stock on May 7, 1999 as reported on the Nasdaq National Market. INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 NO. 333-01987 The contents of Registration Statement on Form S-8 No. 333-01987 filed with the Securities and Exchange Commission on March 27, 1996 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 is contained on the signature pages
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 May 12, 1999. ZITEL CORPORATION By /s/Anna M. McCann ------------------------------------------- Anna M. McCann Vice President, Finance and Administration, Chief Accounting Officer 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 Anna M. McCann, 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/Jack H. King President, Chief Executive May 12, 1999 - ------------------------------ Officer and Director (Principal (Jack H. King) Executive Officer) /s/Henry C. Harris Chief Financial Officer (Principal May 12, 1999 - ------------------------------ Financial Officer) (Henry C. Harris) /s/Anna M. McCann Vice President, Finance and May 12, 1999 - ------------------------------ Administration, Chief Accounting (Anna M. McCann) Officer and Secretary (Principal Accounting Officer) /s/William R. Lonergan Chairman of the Board of Directors May 12, 1999 - ------------------------------ (William R. Lonergan) /s/Philip J. Koen Director May 12, 1999 - ------------------------------ (Philip J. Koen) /s/Asa W. Lanum Director May 12, 1999 - ------------------------------ (Asa W. Lanum) /s/Catherine P. Lego Director May 12, 1999 - ------------------------------ (Catherine P. Lego) /s/William M. Regitz Director May 12, 1999 - ------------------------------ (William M. Regitz) 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 is contained on the signature pages
EX-5 2 EXHIBIT 5 EXHIBIT 5 May 12, 1999 Zitel Corporation 47211 Bayside Parkway Fremont, California 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 200,000 shares of the Company's Common Stock, no par value, (the "Shares") pursuant to its 1995 Non-Employee Directors' Stock Option Plan (the "Plan"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your 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 Plan, 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 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (file No. 333-_______) of our report dated December 16, 1998 which appears in Zitel Corporation's Annual Report on Form 10-K (File No. 000-12194) for the year ended September 30, 1998. We also consent to the incorporation by reference of our report dated December 16, 1998 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/PricewaterhouseCoopers LLP San Jose, California May 7, 1999 -----END PRIVACY-ENHANCED MESSAGE-----