-----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, NXMQrPNdQe1YHkixP/T8XrEGgh2RdCR9pdN9qWsYHSQ4dCU7lOipVHTQ5T0uZS9X kxW5j36LwqoosXEXsfST2Q== 0000929624-98-001160.txt : 19980622 0000929624-98-001160.hdr.sgml : 19980622 ACCESSION NUMBER: 0000929624-98-001160 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980619 EFFECTIVENESS DATE: 19980619 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALKER INTERACTIVE SYSTEMS INC CENTRAL INDEX KEY: 0000883983 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 952862954 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-57199 FILM NUMBER: 98650558 BUSINESS ADDRESS: STREET 1: MARATHON PLZ THREE NORTH STREET 2: 303 SECOND ST CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 4144958811 MAIL ADDRESS: STREET 1: MARATHON PLAZA THREE NORTH STREET 2: 303 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on June 18, 1998 Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------- WALKER INTERACTIVE SYSTEMS, INC. (Exact name of registrant as specified in its charter) ----------------------------- DELAWARE 95-2862954 (State of Incorporation) (I.R.S. Employer Identification No.) ----------------------------- 303 Second Street San Francisco, CA 94107 (415) 495-8811 (Address and telephone number of principal executive offices) ----------------------------- 1992 Employee Stock Purchase Plan, as Amended 1994 Equity Incentive Plan, as Amended (Full title of the plans) Leonard Y. Liu Chairman of the Board, President and Chief Executive Officer Walker Interactive Systems, Inc. 303 Second Street San Francisco, CA 94107 (415) 495-8811 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------- Copies to: Alan C. Mendelson, Esq. Cooley Godward LLP One Maritime Plaza, 20th Floor San Francisco, CA 94111-3580 (415) 693-2000 --------------- CALCULATION OF REGISTRATION FEE
================================================================================================================================= TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION BE REGISTERED REGISTERED(1) OFFERING PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) FEE Stock Options and 1,500,000 $14.06 $21,090,000 $6,221.55 Common Stock (par value $.001) =================================================================================================================================
(1) This registration statement is intended to cover the offering of up to 300,000 shares and 1,200,000 shares of the Company's Common Stock pursuant to its 1992 Employee Stock Purchase Plan, as amended, and its 1994 Equity Incentive Plan, as amended, respectively. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The offering price per share and aggregate offering price are based upon the average of the high and low price of Company's Common Stock on June 17, 1998 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. Page 1 of 7 Exhibit Index at Page 5 INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 The contents of Registration Statements on Form S-8, Nos. 33-87022 and 333- 02942 filed with the Securities and Exchange Commission on December 5, 1994 and April 2, 1996, respectively, are incorporated by reference herein. EXHIBITS EXHIBIT NUMBER - ------ 5.1 Opinion of Cooley Godward LLP 23.1 Independent Auditors' Consent 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement 24 Power of Attorney is contained on the signature pages 99.1 1992 Employee Stock Purchase Plan, as amended (1) 99.2 1994 Equity Incentive Plan, as amended (1) ____________________ (1) Incorporated by reference to the attachments to the Company's 1998 Proxy Statement 2 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 San Francisco, State of California, on June 18, 1998. WALKER INTERACTIVE SYSTEMS, INC. By: /s/ Leonard Y. Liu ---------------------------------------------- Name: Leonard Y. Liu Title: Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Leonard Y. Liu and Thomas W. Hubbs, 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. 3 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/ Leonard Y. Liu Chairman of the Board, President and June 18, 1998 - ----------------------------------------------- Chief Executive Officer (Principal Leonard Y. Liu Executive Officer) /s/ Thomas W. Hubbs Senior Vice President and Chief Financial June 18, 1998 - ----------------------------------------------- Officer (Principal Financial Officer) Thomas W. Hubbs /s/ Barbara M. Hubbard Vice President and Corporate Controller June 18, 1998 - ----------------------------------------------- (Principal Accounting Officer) Barbara M. Hubbard /s/ Richard C. Alberding Director June 18, 1998 - ----------------------------------------------- Richard C. Alberding Director June 18, 1998 - ----------------------------------------------- Tania Amochaev /s/ William A. Hasler Director June 18, 1998 - ----------------------------------------------- William A. Hasler /s/ John M. Lillie Director June 18, 1998 - ----------------------------------------------- John M. Lillie /s/ David C. Wetmore Director June 18, 1998 - ----------------------------------------------- David C. Wetmore
4 EXHIBIT INDEX
EXHIBIT SEQUENTIAL Number DESCRIPTION Page Number 5.1 Opinion of Cooley Godward LLP 6 23.1 Independent Auditors' Consent 7 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement 24 Power of Attorney is contained on the signature pages 99.1 1992 Employee Stock Purchase Plan, as amended (1) 99.2 1994 Equity Incentive Plan, as amended (1)
____________________ (1) Incorporated by reference to the attachments to the Company's 1998 Proxy Statement 5 EX-5.1 2 OPINION OF COOLEY GODWARD LLP EXHIBIT 5.1 [COOLEY GODWARD LLP LETTERHEAD APPEARS HERE] June 18, 1998 Walker Interactive Systems, Inc. 303 Second Street Three North San Francisco, CA 94107 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Walker Interactive Systems, 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 300,000 additional shares and 1,200,000 additional shares of the Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1992 Employee Stock Purchase Plan, as amended, and its 1994 Equity Incentive Plan, as amended, respectively (the "Plans"). In connection with this opinion, we have examined the Registration Statement and related Prospectuses, the Plans, 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 Additional Shares, when sold and issued in accordance with the Plans, the Registration Statement and related Prospectuses, will be validly issued, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD LLP /s/ Alan C. Mendelson Alan C. Mendelson EX-23.1 3 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Walker Interactive Systems, Inc. on Form S-8 of our report dated February 2, 1998, appearing in the Annual Report on Form 10-K of Walker Interactive Systems, Inc. for the year ended December 31, 1997. /s/ DELOITTE & TOUCHE LLP June 16, 1998 -----END PRIVACY-ENHANCED MESSAGE-----