-----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, KkMqPM1i0i763U4Ul6CNYeDpLEelyRDpD5Bfw5vvJ3jONfCFMbGQ1kPlws9VygZy UJLgV2V4uzeZDtdoW/4MXQ== 0001012870-97-000284.txt : 19970222 0001012870-97-000284.hdr.sgml : 19970222 ACCESSION NUMBER: 0001012870-97-000284 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970213 EFFECTIVENESS DATE: 19970213 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUALIX GROUP INC CENTRAL INDEX KEY: 0000870345 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942455115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-21743 FILM NUMBER: 97531059 BUSINESS ADDRESS: STREET 1: 1900 S NORFOLK ST STREET 2: SUITE 224 CITY: SAN MATEO STATE: CA ZIP: 94403-1151 BUSINESS PHONE: 4155720200 MAIL ADDRESS: STREET 1: 1900 S NORFOLK ST STREET 2: SUITE 224 CITY: SAN MATEO STATE: CA ZIP: 94403-1151 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 13, 1997 Registration No. 333-____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ----------------------- QUALIX GROUP, INC. (Exact name of registrant as specified in its charter)
DELAWARE 7372 94-24551156 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.)
1900 SOUTH NORFOLK, #224 SAN MATEO, CALIFORNIA 94403 (Address of principal executive offices) (Zip Code) ------------------------ QUALIX GROUP, INC. 1997 STOCK OPTION PLAN EMPLOYEE STOCK PURCHASE PLAN (Full title of the Plans) ----------------------- RICHARD G. THAU PRESIDENT AND CHIEF EXECUTIVE OFFICER QUALIX GROUP, INC. 1900 SOUTH NORFOLK, #224 SAN MATEO, CALIFORNIA 94403 (Name and address of agent for service) (415) 572-0200 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ===============================================================================
Title of Proposed Maximum Proposed Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered (1) per Share(2) Price(2) Fee - ------------------------------------------ ----------------- ----------------- ---------------- ------------ 1997 Stock Option Plan - ---------------------- Options to purchase Common Stock 1,269,292 shares N/A N/A N/A Common Stock (par value $.001) 1,269,292 shares $8.00 $10,154,336 $3,077.07 Employee Stock Purchase Plan - ---------------------------- Common Stock (par value $.001) 350,000 shares $8.00 $ 2,800,000 $ 848.48
- ------------------------------------------------------------------------------- (1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 1997 Stock Option Plan and the Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of Qualix Group, Inc. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the fair market value per share of Common Stock of Qualix Group, Inc. on February 11, 1997. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference --------------------------------------- Qualix Group, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "SEC"): (a) The Registrant's prospectus filed with the SEC pursuant to Rule 424(a) of the Securities Act of 1933, as amended (the "1933 Act"), in connection with the Registration Statement No. 333-17529 on Form S-1 filed with the SEC on December 10, 1996, together with amendments thereto, in which there is set forth audited financial statements for the Registrant's fiscal years ended June 30, 1995 and 1996; and (b) The Registrant's Registration Statement No. 0-22059 on Form 8-A filed with the SEC on January 27, 1997 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), together with amendments thereto, in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post- effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities ------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers ----------------------------------------- Section 145 of the Delaware General Corporation Law authorizes a court to award or a corporation's Board of Directors to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the 1933 Act. The Registrant's Bylaws provide for mandatory indemnification of its directors and officers and permissible indemnification of employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. The Registrant's Certificate of Incorporation provides that, pursuant to Delaware law, its directors shall not be liable for monetary damages for breach of their fiduciary duty as directors to the Registrant and its stockholders. This provision in the Certificate of Incorporation does not eliminate the fiduciary duty of the directors, and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to the Registrant for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws. The Registrant has entered into Indemnification Agreements with its officers and directors. The Indemnification Agreements provide the Registrant's officers and directors with further indemnification to the maximum extent permitted by the Delaware General Corporation Law. Item 7. Exemption from Registration Claimed ----------------------------------- Not Applicable. Item 8. Exhibits -------- Exhibit Number Exhibit - -------------- ------- 4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 0-22059 on Form 8-A, together with amendments thereto, which are incorporated herein by reference pursuant to Item 3(b) of this Registration Statement. 5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. 23.1 Consent of Deloitte & Touche LLP, Independent Auditors. 23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-3 of this Registration Statement. Item 9. Undertakings ------------ A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post- effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and -------- (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Registrant's 1997 Stock Option Plan and Employee Stock Purchase Plan. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. II-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 Mateo, State of California on this 7th day of February, 1997. QUALIX GROUP, INC. By: /s/ Richard G. Thau ------------------------------------ Richard G. Thau President and Chief Executive Officer POWER OF ATTORNEY ----------------- KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of Qualix Group, Inc., a Delaware corporation, do hereby constitute and appoint Richard G. Thau and Bruce C. Felt, and either of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre- effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and either of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Richard G. Thau President, Chief Executive Officer February 7, 1997 - ------------------- and Chairman of the Board Richard G. Thau of Directors /s/ Jean A. Kovacs Executive Vice President, February 7, 1997 - ------------------ Secretary and Director Jean A. Kovacs /s/ Bruce C. Felt Vice President, Finance February 7, 1997 - ------------------ and Chief Financial Bruce C. Felt Officer II-3 Signature Title Date - --------- ----- ---- /s/ William D. Jobe Director February 7, 1997 - -------------------- William D. Jobe /s/ Samuel D. Kingsland Director February 7, 1997 - ----------------------- Samuel D. Kingsland /s/ Charles L. Minter Director February 7, 1997 - ---------------------- Charles L. Minter /s/ Peter L. Wolken Director February 7, 1997 - -------------------- Peter L. Wolken /s/ William Hart Director February 7, 1997 - -------------------- William Hart II-4 EXHIBIT INDEX ------------- Exhibit Number Exhibit - -------------- ------- 4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 0-22059 on Form 8-A, together with amendments thereto, which are incorporated herein by reference pursuant to Item 3(b) of this Registration Statement. 5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. 23.1 Consent of Deloitte & Touch LLP, Independent Auditors. 23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-3 of this Registration Statement. EX-5 2 OPINION AND CONSENT OF GUNDERSON DETTMER STOUGH EXHIBIT 5 February 13, 1997 Qualix Group, Inc. 1900 South Norfolk, #224 San Mateo, CA 94403 Re: Qualix Group, Inc. Registration Statement for Offering of 1,619,292 Shares of Common Stock Ladies and Gentlemen: We refer to your registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of (i) 1,269,292 shares of Common Stock under the 1997 Stock Option Plan, and (ii) 350,000 shares of Common Stock under the Employee Stock Purchase Plan. We advise you that, in our opinion, when such shares have been issued and sold pursuant to the applicable provisions of the 1997 Stock Option Plan and the Employee Stock Purchase Plan and in accordance with the Registration Statement, such shares will be validly issued, fully paid and nonassessable shares of the Company's Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP ---------------------------------------- Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP EX-23.1 3 CONSENT OF DELOITTE & TOUCHE EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Qualix Group, Inc. on Form S-8 of our report dated August 13, 1996 (January 14, 1997 as to Note 10) contained in Registration Statement No. 333-17529, and related amendments, of Qualix Group, Inc. on Form S-1. /s/ Deloitte & Touche LLP - ---------------------------- DELOITTE & TOUCHE LLP San Jose, California February 12, 1997 -----END PRIVACY-ENHANCED MESSAGE-----