AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 2002
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BSQUARE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 91-1650880
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3150 139TH AVENUE S.E., SUITE 500, BELLEVUE, WASHINGTON 98005-4081
(Address of Principal Executive Offices) (Zip code)
INFOGATION CORPORATION 1996 STOCK OPTION PLAN
INFOGATION CORPORATION 2001 STOCK OPTION/STOCK ISSUANCE PLAN
(Full title of the Plans)
WILLIAM T. BAXTER
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
3150 139TH AVENUE S.E., SUITE 500
BELLEVUE, WASHINGTON 98005-4081
(Name and address of agent for service)
(425) 519-5900
(Telephone number, including area code, of agent for service)
COPIES TO:
LAURA A. BERTIN, ESQ.
MARK F. WORTHINGTON, ESQ.
SUMMIT LAW GROUP, P.L.L.C.
1505 WESTLAKE AVENUE N., SUITE 300
SEATTLE, WASHINGTON 98109
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE REGISTRATION FEE
==============================================================================================================================
COMMON STOCK, NO PAR VALUE
PER SHARE UNDER THE:
==============================================================================================================================
INFOGATION CORPORATION 1996
STOCK OPTION PLAN (3) 42,140 $ 0.27 $11,377.80 $1.05
12,710 $ 0.72 $9,151.20 $0.84
31,203 $ 1.07 $33,387.21 $3.07
==============================================================================================================================
==============================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE REGISTRATION FEE
==============================================================================================================================
INFOGATION CORPORATION 2001 STOCK 95,578 $ 1.07 $102,268.46 $9.41
OPTION/STOCK ISSUANCE PLAN (3)
==============================================================================================================================
TOTAL 181,631 -- $156,184.67 $14.37
==============================================================================================================================
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the plans as the result of any future stock split, stock dividend or
similar adjustment to the registrant's outstanding Common Stock.
(2) Computed pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based upon the fixed exercise prices of options granted under
the Plans as of the filing date of this registration statement.
(3) Pursuant to an Agreement and Plan of Merger dated as of March 13, 2002
(the "Merger Agreement"), by and among the registrant, BSQUARE San
Diego Corporation, InfoGation Corporation and Kent Pu, the registrant
assumed outstanding options to purchase capital stock of InfoGation
Corporation under the InfoGation Corporation 1996 Stock Option Plan and
the InfoGation Corporation 2001 Stock Option/Stock Issuance Plan
(collectively, the "InfoGation Assumed Options"), with appropriate
adjustments to the number of shares and the exercise price per share of
each InfoGation Assumed Option to reflect the ratio at which
outstanding options to purchase InfoGation Corporation's capital stock
were converted into options to purchase Common Stock of the Registrant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We hereby incorporate by reference in this registration statement the
following documents:
(a) Our Annual Report on Form 10-K for the fiscal year ended December
31, 2001, filed with the Securities and Exchange Commission (the "Commission")
on March 21, 2002 pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended ("Exchange Act");
(b) Our Current Report on Form 8-K filed with the Commission on March
19, 2002; and
(c) The description of our Common Stock contained in the registration
statement on Form 8-A filed with the Commission on October 15, 1999 under
Section 12(g) of the Exchange Act, including any amendments or reports for the
purpose of updating such description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
registration statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended, provided they
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation. Our amended and restated articles of
incorporation and bylaws require us to indemnify our officers and directors to
the fullest extent permitted by Washington law. Our directors and officers also
may be indemnified against liability they may incur for serving in that capacity
pursuant to a liability insurance policy maintained by us for such purpose.
Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. Our amended and restated articles of incorporation contain provisions
implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the registrant and its shareholders.
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We have entered into certain indemnification agreements with our
officers and directors. The indemnification agreements provide our officers and
directors with indemnification to the maximum extent permitted by the WBCA.
ITEM 7. EXEMPTION OF REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Exhibit
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4.1 See the registrant's Amended and Restated Articles of
Incorporation, as amended (incorporated by reference to the
registrant's registration statement on Form S-1 (File No.
333-85351) filed with the Securities and Exchange Commission on
October 19, 1999 and the registrant's quarterly report on Form
10-Q (File No. 000-27687) filed with the Securities and Exchange
Commission on August 7, 2000) and the registrant's Bylaws
(incorporated by reference to the registrant's registration
statement on Form S-1 (File No. 333-85351) filed with the
Securities and Exchange Commission on October 19, 1999) for
provisions defining the rights of the holders of common stock
5.1 Opinion of Summit Law Group, P.L.L.C.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants
23.2 Consent of Summit Law Group, P.L.L.C. (included in opinion filed
as Exhibit 5.1)
24.1 Power of Attorney (see page II-4 of this Registration Statement)
99.1 InfoGation Corporation 1996 Stock Option Plan
99.2 InfoGation Corporation 2001 Stock Option/Stock Issuance Plan
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 Securities 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 paragraphs (1)(i) and (1)(ii)
above do 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 Exchange
Act that are incorporated by reference in this registration statement.
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(2) That, for the purpose of determining any liability under
the Securities 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.
(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 offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in 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
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Bellevue, State of Washington, on the 1st day of
April, 2002.
BSQUARE CORPORATION
/s/ William T. Baxter
-------------------------
By: William T. Baxter
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
William T. Baxter and Leila L. Kirske, or either of them, his or her true and
lawful attorney-in-fact and agent, with the power of substitution and
resubstitution, for him or her in his or her name, place and stead, in any and
all capacities, to sign any or all amendments to this registration statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact and his agent or his substitutes, 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 date indicated above.
SIGNATURE TITLE
/s/ William T. Baxter Chairman of the Board, President and Chief
----------------------------- Executive Officer (Principal Executive Officer)
William T. Baxter
/s/ Leila L. Kirske Vice President, Finance and Administration,
----------------------------- Chief Financial Officer and Secretary
Leila L. Kirske (Principal Financial and Accounting Officer)
/s/ Jeffrey T. Chambers Director
-----------------------------
Jeffrey T. Chambers
/s/ Scot E. Land Director
-----------------------------
Scot E. Land
Director
-----------------------------
William Larson
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EXHIBIT INDEX
Exhibit
Number Exhibit
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4.1 See the registrant's Amended and Restated Articles of Incorporation, as
amended (incorporated by reference to the registrant's
registration statement on Form S-1 (File No. 333-85351)
filed with the Securities and Exchange Commission on
October 19, 1999 and the registrant's quarterly report on
Form 10-Q (File No. 000-27687) filed with the Securities
and Exchange Commission on August 7, 2000) and the
registrant's Bylaws (incorporated by reference to the
registrant's registration statement on Form S-1 (File No.
333-85351) filed with the Securities and Exchange
Commission on October 19, 1999) for provisions defining
the rights of the holders of common stock
5.1 Opinion of Summit Law Group, P.L.L.C.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants
23.2 Consent of Summit Law Group, P.L.L.C. (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see page II-4 of this Registration Statement)
99.1 InfoGation Corporation 1996 Stock Option Plan
99.2 InfoGation Corporation 2001 Stock Option/Stock Issuance Plan
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