-----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, SouyTdA83kWeG+L8pvdpJ8kD64wbEftnLqA/PdSt/c0vtL4/8HpuR5o7yptwFJ6r DLu5TspxlAt5eY+mh/2TTA== 0000931467-96-000039.txt : 19960906 0000931467-96-000039.hdr.sgml : 19960906 ACCESSION NUMBER: 0000931467-96-000039 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960904 EFFECTIVENESS DATE: 19960923 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CFI PROSERVICES INC CENTRAL INDEX KEY: 0000908180 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 930704365 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11351 FILM NUMBER: 96625467 BUSINESS ADDRESS: STREET 1: 400 S W SIXTH AVE STREET 2: SUITE 200 CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5032747280 MAIL ADDRESS: STREET 1: 400 S W SIXTH AVE STREET 2: STE 200 CITY: PORTLAND STATE: OR ZIP: 97204 S-8 1 REGISTRATION STATEMENT ON FORM S-8 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- Page 1 of 9 pages Index to Exhibits begins on Page II-4 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 CFI ProServices, Inc. --------------------- (Exact name of registrant as specified in its charter) Oregon 93-0704365 - --------------------------------- -------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 400 S.W. Sixth Avenue Portland, Oregon 97204 - ---------------------- ------------- (Address of principal executive offices) (Zip Code) 1995 Consolidated and Restated Stock Option Plan ------------------------------------------------ (Full title of the plans) Matthew W. Chapman Chairman and Chief Executive Officer CFI ProServices, Inc. 400 S.W. Sixth Avenue Portland, Oregon 97204 (503) 274-7280 ------------------------------------------- (Name, address and telephone number of agent for service) Copies to: F. Scott Farleigh Farleigh, Wada & Witt, P.C. 121 S.W. Morrison Street, Suite 600 Portland, OR 97204-3192 (503) 228-6044 CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed maximum Proposed maximum Amount of securities to registered offering price aggregate registration be registered per share price fee 1 2 3 Common Stock, 500,000 $18.45 $9,225,000 $3,181 no par value shares - ------------------------------- 1. The registrant filed a Form S-8 (Registration No. 33-70506) on or about October 19, 1993, to register 1,550,514 shares of the registrant's Common Stock reserved for issuance under certain plans, including the plan identified above. The filing registers an additional 500,000 shares of the registrant's Common Stock reserved for issuance under the plan identified above. 2. Estimated solely for purposes of calculating the registration fee, based upon the average of the bid and asked prices of the registrant's Common Stock on August 30, 1996. 3. Based upon the proposed maximum offering price for the additional 500,000 shares of the registrant's Common Stock reserved for issuance under the plan identified above.
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Part II of the registrant's registration statement on Form S-8 (Registration No. 33-70506) is hereby incorporated into this registration statement by this reference, except for Item 8 of said Part II. Item 8. Exhibits The Index to Exhibits listing the exhibits required by Item 601 of Regulation S-K is located on page II-4 of this registration statement. [This space intentionally left blank] II-2 3 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on August 23, 1996. CFI PROSERVICES, INC. By:/s/ Matthew W. Chapman ----------------------------------------------- Matthew W. Chapman Chairperson and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated: Signatures Capacities Date ---------- ---------- ---- /s/ Matthew W. Chapman Chairman and Chief August 23, 1996 - --------------------------- Executive Officer and Matthew W. Chapman Director (Principal Executive Officer) /s/ Robert P. Chamness President, Chief August 23, 1996 - --------------------------- Operating Officer and Robert P. Chamness Director /s/ Robert T. Jett Executive Vice August 23, 1996 - --------------------------- President, Secretary Robert T. Jett and Director /s/ J. Kenneth Brody Director August 23, 1996 - --------------------------- J. Kenneth Brody /s/ Brian P. Murphy Director August 23, 1996 - --------------------------- Brian P. Murphy /s/ Lorraine O. Legg Director August 22, 1996 - --------------------------- Lorraine O. Legg /s/ David G. Golden Director August 23, 1996 - --------------------------- David G. Golden /s/ Eran S. Ashany Director August 20, 1996 - --------------------------- Eran S. Ashany /s/ Fred Hall Vice President, August 26, 1996 - --------------------------- Treasurer, and Chief Fred Hall Financial Officer (Principal Accounting and Financial Officer) II-3 4 INDEX TO EXHIBITS
Page ---- 4.1 Article III of the registrant's Amended and Restated Articles of Incorporation as amended to date. (Incorporated by reference to Exhibits 3.(i)(a), 3.(i)(b) and 3.(i)(c) of the Company's Registration Statement on Form S-1 as declared effective on August 17, 1993 (Registration No. 33-64894). 4.2 Articles II, VII and VIII of the registrant's Restated Bylaws as amended to date. (Incorporated by reference to Exhibits 3.(ii)(a) and 3.(ii)(b) of the Company's Registration Statement on Form S-1 as declared effective on August 17, 1993 (Registration No. 33-64894). 5.1 Opinion of Farleigh, Wada & Witt, P.C. 23.1 Consent of Farleigh, Wada & Witt, P.C. (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP, Independent Auditors 23.3 Consent of Deloitte & Touche LLP, Independent Auditors 99.1 1995 Consolidated and Restated Stock Option Plan.* 99.2 First Amendment to 1995 Consolidated and Restated Stock Option Plan. * Previously filed as exhibit to Post-Effective Amendment No. 2 to Form S-8 (Registration No. 33-70506) of registrant and, accordingly, a copy is not included herewith.
II-4 EX-5.1 2 EXHIBIT 5.1 FARLEIGH, WADA & WITT, P.C. Attorneys at Law Valerie T. Auerbach Bank of America Financial Center Albert J. Bannon 121 SW Morrison Street David A. Carlson* Suite 600 F. Scott Farleigh Portland, Oregon 97204-3192 Tanya R. Hanson (503) 228-6044 David R. Ludwig Telecopier (503) 228-1741 Peter C. McKittrick Jon B. Ruiter ----------------------- Dean T. Sandow* Harold B. Scoggins, III* *Oregon and Washington Bars Brad C. Stanford* Karen E. Saul* Mark R. Wada Brian R. Witt* - ---------------------- Heather Zane Anderson Of counsel August 20, 1996 The Board of Directors CFI ProServices, Inc. 400 S.W. Sixth Avenue Portland, Oregon 97204 Gentlemen: We have acted as counsel to CFI ProServices, Inc., an Oregon corporation (the "Company"), in connection with the preparation and filing of the Company's Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, covering an additional 500,000 shares of the Company's common stock, no par value (the "Shares"), to be issued under the 1995 Consolidated and Restated Stock Option Plan (as amended pursuant to shareholder approval of the First Amendment on May 17, 1996) (the "Plan"). We have reviewed the corporate actions of the Company in connection with this matter and have examined and relied upon such documents, corporate records, and other evidence as we have deemed necessary for the purposes of this opinion. Based upon the foregoing, it is our opinion that the Shares have been duly authorized and, when issued and sold under the terms of the Plan, the Shares will be legally issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, FARLEIGH, WADA & WITT, P.C. By:/s/ F. Scott Farleigh -------------------------------------------- F. Scott Farleigh FSF/par II-5 EX-23.2 3 1 EXHIBIT 23.2 ------------ Consent of Independent Public Accountants As independent public accountants, we hereby consent to (A) the incorporation by reference in this registration statement of (i) our reports dated January 31, 1996 included in CFI ProServices, Inc.'s Form 10-K for the year ended December 31, 1995, and (ii) our report dated June 1, 1996 on Input Creations, Inc.'s financial statements for the year ended December 31, 1995, included in CFI ProServices, Inc.'s Form 8-K/A-1 dated June 14, 1996, and to (B) all references to our firm included in this registration statement. /s/ Arthur Andersen LLP Portland, Oregon August 20, 1996 II-6 EX-23.3 4 1 EXHIBIT 23.3 ------------ INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of CFI ProServices, Inc. on Form S-8 of our report dated May 31, 1996 related to the combined financial statements of OnLine Financial Communication Systems, Inc. and COIN Banking Systems, Inc. for the year ended December 31, 1995 appearing in CFI ProServices, Inc.'s Form 8-K/A-1 dated June 14, 1996. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Atlanta, Georgia August 20, 1996 II-7 EX-99.2 5 1 FIRST AMENDMENT TO 1995 CONSOLIDATED AND RESTATED STOCK OPTION PLAN Section 1.2 shall be amended to read as follows: 1.2 The Plan is intended to combine the Company's incentive Stock Option Plan No. 1 as Amended and Restated October 15, 1993 ("Plan No. 1"), Incentive Stock Option Plan No. 2 as Amended and Restated October 15, 1993 ("Plan No. 2"), Incentive Stock Option Plan Dated April 30, 1993 (Restated as of October 15, 1993) ("Plan No. 3"), and Nonqualified Stock Option Plan Dated April 30, 1993 (Restated as of October 15, 1993) ("Plan No. 4") (collectively, the "Prior Plans"), govern any and all outstanding unexercised stock options granted under the Prior Plans, and govern an additional 500,000 unissued stock options authorized for issuance commencing in 1996 (the "Additional Stock Options"). In addition, all unissued stock options reserved for issuance under the Prior Plans, and all stock options issued but not exercised under the Prior Plans which have been terminated or expired, will continue to be available and reserved for issuance thereunder. Section 4.1 shall be amended to read as follows: 4.1 The stock subject to the options to be granted under the Plan shall be made available either from CFI common stock ("shares") authorized but unissued or from shares reacquired by CFI. Subject to the adjustment as provided in Section 6.11, the total number of shares with respect to which the Committee may grant stock options under the Plan shall not exceed 1,406,044 shares (the aggregate share reserve of Plans No. 1, 2, 3, and 4 and the Additional Stock Options as of January 12, 1996), of which no more than 500,000 shares shall be granted as "nonqualified stock options" as defined below in Section 5. Section 6.1 shall be amended to read as follows: 6.1 Payment for Shares. Upon exercise of any option, in whole or in part, the option price for shares to which the exercise relates shall be paid in cash or by certified check, bank draft, or money order payable to the order of CFI (or in property if agreed to in writing by the Committee in connection with a particular option) at the time of exercise. This payment procedure includes broker- assisted cashless exercises. No shares for which a purchase price is due shall be issued until full payment has been made, and a participant shall have none of the rights of a shareholder with respect to optioned shares until such shares are issued to the participant. Section 10 shall be amended to read as follows: 10. TERM OF PLAN AND EFFECTIVE DATE Since this Plan is a consolidation of four plans and Additional Stock Options approved by the shareholders of CFI on different dates and with ten year limits, the following sinking reserves shall apply. Of the 1,406,044 shares held in reserve as of January 12, 1996, the share reserve shall be reduced further on the dates set forth below: Date Sinking Share Reserve ---- --------------------- February 9, 1998 1,365,125 January 21, 2001 986,022 April 16, 2003 500,000 January 12, 2006 0 The Effective Date of this Consolidated and Restated Plan shall be January 1, 1995, and no further options shall be granted under the Plan commencing on January 12, 2006. II-8 -----END PRIVACY-ENHANCED MESSAGE-----