-----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, P6kRbR4EO+XCM39mOs8yUOs+LEf0vMrztCqvDUgO4GCrVOzhBPIgFTyhAB9UVgnZ yQ1OGrIfbJHELon9fZjU8w== 0000950134-98-005030.txt : 19980605 0000950134-98-005030.hdr.sgml : 19980605 ACCESSION NUMBER: 0000950134-98-005030 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980604 EFFECTIVENESS DATE: 19980604 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPATIAL TECHNOLOGY INC CENTRAL INDEX KEY: 0000852437 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841035353 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-56079 FILM NUMBER: 98642659 BUSINESS ADDRESS: STREET 1: 2425 55TH STREET STREET 2: STE 100 CITY: BOULDER STATE: CO ZIP: 803012 BUSINESS PHONE: 3034490649 MAIL ADDRESS: STREET 1: 2425 55TH STREET STREET 2: STE 100 CITY: BOULDER STATE: CO ZIP: 80301 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on June 4, 1998 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- SPATIAL TECHNOLOGY INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) ------------------- Delaware 84-1035353 ------------------------ ------------------------------------ (State of Incorporation) (I.R.S. Employer Identification No.) ------------------- 2425 55th Street, Suite 100 Boulder, Colorado 80301 (303) 449-0649 ------------------- (Address of principal executive offices) ------------------- 1996 Equity Incentive Plan Employee Stock Purchase Plan ---------------------------------------- (Full title of the plans) R. Bruce Morgan President and Chief Operating Officer Spatial Technology Inc. 2425 55th Street, Suite 100 Boulder, Colorado 80301 (303) 449-0649 ------------------------------------------------------------------------ (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------- Copies to: Michael L. Platt, Esq. Cooley Godward LLP 2595 Canyon Boulevard, Suite 250 Boulder, Colorado 80302-6737 (303) 546-4000 ------------------- 2 CALCULATION OF REGISTRATION FEE
================================================================================================================================ PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO OFFERING PRICE PER AGGREGATE OFFERING BE REGISTERED AMOUNT TO BE SHARE(2) PRICE(2) AMOUNT OF REGISTERED(1) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------------------- Stock Options and Common Stock (par value $.01) 200,000 $ 2.25 $ 450,000 $ 295.00 ================================================================================================================================
================================================================================ (1) Comprised of 125,000 and 75,000 shares of Common Stock to be registered under the 1996 Equity Incentive Plan, as amended, and the Employee Stock Purchase Plan, as amended, respectively. (2) 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 price of Registrant's Common Stock within the five business days prior to June 4, 1998 as reported on the American Stock Exchange for shares subject to options to be granted under the 1996 Equity Incentive Plan, as amended, and the Employee Stock Purchase Plan, as amended. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. ================================================================================ 2. 3 INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 NO. 333-14429 The following documents filed by Spatial Technology Inc., a Delaware corporation (the "Company" or the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated by reference into this Registration Statement: (a) The contents of Registration Statement on Form S-8 No. 333-14429 filed with the Securities and Exchange Commission on October 18, 1996; (b) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (c) All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") prior to the filing of a post effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of the filing of such reports and documents. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the issuance of the Common Stock offered pursuant to the 1996 Equity Incentive Plan, as amended and the Employee Stock Purchase Plan, as amended will be passed upon for the Company by Cooley Godward LLP. EXHIBITS
EXHIBIT NUMBER - ------ 5 Opinion of Cooley Godward LLP. 23.1 Consent of KPMG Peat Marwick 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. 99.1* 1996 Equity Incentive Plan, as amended as of March 31, 1998. 99.2* Employee Stock Purchase Plan, as amended as of March 31, 1998.
- ---------- * Incorporated by reference to the Issuer's Definitive Proxy on Schedule 14A, dated April 9, 1998. 3. 4 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 Boulder, State of Colorado, on June 4, 1998. SPATIAL TECHNOLOGY INC. By: /s/ R. Bruce Morgan ------------------------------------- R. Bruce Morgan President and Chief Operating Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints R. Bruce Morgan and Richard M. Sowar, 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. 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/ Richard M. Sowar Chief Executive Officer and Director June 4, 1998 - ---------------------------------- (Principal Executive Officer) Richard M. Sowar President, Chief Operating Officer /s/ R. Bruce Morgan and Director (Principal Financial and June 4, 1998 - ---------------------------------- Accounting Officer) R. Bruce Morgan /s/ Fred F. Nazem Chairman of the Board of Directors June 4, 1998 - ---------------------------------- Fred F. Nazem /s/ Philip E. Barak Director June 4, 1998 - ---------------------------------- Philip E. Barak /s/ H. Robert Gill Director June 4, 1998 - ---------------------------------- H. Robert Gill /s/ M. Thomas Hull Director June 4, 1998 - ---------------------------------- M. Thomas Hull
4. 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER - ------- ----------- ---------------------- 5 Opinion of Cooley Godward LLP 6 23.1 Consent of KPMG Peat Marwick LLP 7 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this 6 Registration Statement 24 Power of Attorney is contained on the signature pages. 4 99.1* 1996 Equity Incentive Plan, as amended 99.2* Employee Stock Purchase Plan, as amended.
- ---------- * Incorporated by reference to the Issuer's Definitive Proxy on Schedule 14A, dated April 9, 1998. 5. EX-5 2 OPINION OF COOLEY GODWARD 1 [LETTERHEAD OF COOLEY GODWARD LLP] EXHIBIT 5 June 4, 1998 Spatial Technology Inc. 2425 55th Street, Suite 100 Boulder, Colorado 80301 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Spatial Technology 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 125,000 shares of the Company's Common Stock, $.01 par value, pursuant to its 1996 Equity Incentive Plan and up to 75,000 shares of the Company's Common Stock, $.01 par value, pursuant to its Employee Stock Purchase Plan (collectively, the "Shares" and the "Plans"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and Bylaws, 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 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/ Michael L. Platt -------------------------------- Michael L. Platt EX-23.1 3 CONSENT OF KPMG PEAT MARWICK 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Spatial Technology Inc.: We consent to the use of our report dated January 23, 1998 incorporated herein by reference. KPMG PEAT MARWICK LLP Denver, Colorado June 3, 1998 -----END PRIVACY-ENHANCED MESSAGE-----