Ontrak Systems Inc – ‘S-8’ on 1/17/97

As of:  Friday, 1/17/97   ·   Effective:  1/17/97   ·   Accession #:  912057-97-1229   ·   File #:  333-20003

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            8     33K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.3      Exhibit 4.3-1996 Equity Incentive Plan                15     52K 
 3: EX-4.4      Exhibit 4.4-Form of Option Agreement                   6     23K 
 4: EX-5        Exhibit 5-Opinion of Counsel                           1      8K 
 5: EX-23.1     Exhibit 23.1-Consent of Accountants                    1      6K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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As filed with the Securities and Exchange Commission on January 17, 1997.     

                                       Registration No. 33-___________
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      SECURITIES AND EXCHANGE COMMISSION
     WASHINGTON, D.C.  20549

      FORM S-8

      REGISTRATION STATEMENT
     UNDER
      THE SECURITIES ACT OF 1933

      ONTRAK SYSTEMS, INC.
      (Exact name of registrant as specified in its charter)

             Delaware                   77-0074302
   (State or other jurisdiction of      (I.R.S. Employer
      incorporation or organization)     Identification No.)

     1010 Rincon Circle, San Jose, California  95131
      (Address of Principal Executive Offices)(Zip Code)
     ___________________________________________
      1996 EQUITY INCENTIVE PLAN
      (Full title of the plan)
     ___________________________________________

     JAMES W. BAGLEY
      Chairman and Chief Executive Officer
      OnTrak Systems, Inc.
     1010 Rincon Circle, San Jose, California  95131
     (Name and address of agent for service)
      (408) 577-1010
     (Telephone number, including area code, of agent for service)

     CALCULATION OF REGISTRATION FEE
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                                                        [Enlarge/Download Table]

                                                Proposed               Proposed                                  
Title of Securities      Amount to be        Maximum Offering      Maximum Aggregate       Amount of             
to be Registered         Registered(1)       Price per Share(2)    Offering Price(2)     Registration Fee        
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Options to purchase                                                                                              
Common Stock, $.0001                                                                                             
par value, issuable                                                                                              
pursuant to 1996 Equity                                                                                          
Incentive Plan          Indeterminate               N/A                 N/A                 N/A                  

Common Stock, $.0001 par                                                                                         
value, issuable pursuant                                                                                         
to 1996 Equity Incentive                                                                                         
Plan                     2,000,000 shs             $18.625             $37,250,000          $11,287.88           

-----------------------------------------------------------------------------------------------------------------
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(1)         The Registration Statement shall also cover any additional          
          shares of Common Stock which become issuable under the 1996 Equity
    Incentive Plan by reason of any stock dividend, stock split,
          recapitalization or other similar transaction effected without the
          Registrant's receipt of consideration which results in an increase
      in the number of outstanding shares of the Registrant's Common
Stock.                                                  

(2)         Estimated solely for the purpose of calculating the amount          
          of the registration fee under Rule 457(h) of the Securities Act of
         1933 on the basis of the closing sales price for the Common Stock
       on January 13, 1997, as reported on the Nasdaq National Market.

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PART I              

EXPLANATORY NOTE              

 OnTrak Systems, Inc. (the "Registrant") files this Registration
Statement on Form S-8 with the Securities and Exchange Commission (the          
"Commission") to register 2,000,000 shares of Common Stock authorized for       
issuance pursuant to the Registrant's 1996 Equity Incentive Plan.  As           
permitted by the rules of the Commission, this Registration Statement omits     
the information specified in Part I of Form S-8.  The documents containing      
the information specified in Part I will be delivered to the participants in    
the 1996 Equity Incentive Plan, as required by Securities Act Rule 428(b).      
Such documents are not being filed as part of this Registration Statement or    
as prospectuses or prospectus supplements pursuant to Rule 424.                 

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PART II       

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT    

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.                              

     There are hereby incorporated by reference into this Registration
Statement the following documents and information previously filed with the     
Commission:                                                                     

1.   The Registrant's Annual Report on Form 10-K for the    
fiscal year ended June 30, 1996, which contains audited financial statements    
for the Registrant's fiscal year ended June 30, 1996.                           

2.   The Registrant's Registration Statement on Form 8-A,   
dated June 9, 1995, filed pursuant to Section 12(g) of the Securities           
Exchange Act of 1934, as amended (the "Exchange Act"), as amended by the        
Registrant's Form 8-K Report dated November 22, 1996, which contains a          
description of the Registrant's Common Stock.                                   

     All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange 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.                             

As permitted by Section 145 of the Delaware General           
Corporation Law, the Registrant's Certificate of Incorporation eliminates a     
director's personal liability for monetary damages to the Registrant and its    
shareholders arising from a breach or alleged breach of the director's          
fiduciary duty.  This provision does not eliminate the                          

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directors' duty of care, and in appropriate circumstances equitable remedies    
such as injunctive or other forms of non-monetary relief would remain           
available under Delaware law.                                                   

    Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its directors, officers, employees and other agents in 
terms sufficiently broad to permit indemnification (including reimbursement for 
expenses) under certain circumstances for liabilities arising under the         
Securities Act of 1933, as amended (the "Securities Act").  The Registrant's    
Certificate of Incorporation and Bylaws contain provisions covering             
indemnification of corporate directors, officers and other agents against       
certain liabilities and expenses incurred as a result of proceedings involving  
such persons in their capacities as directors, officers, employees or agents,   
including proceedings under the Securities Act or the Exchange Act.  The        
Registrant has entered into indemnification agreements with its directors and   
certain officers and significant shareholders which may require the Registrant, 
among other things, to indemnify such officers, directors and significant       
shareholders against certain liabilities that may arise by reason of their      
status or service as officers, directors or significant shareholders, to advance
their expenses incurred as a result of any proceeding against them as to which  
they could be indemnified, and to obtain officers' and directors' insurance if  
available on reasonable terms.                                                  

         The Registrant has obtained insurance policies covering directors and
officers liability and company reimbursement, pursuant to which the Registrant's
officers and directors, or the Registrant if it has made payments to indemnify  
its officers and directors, will be reimbursed for certain costs, charges and   
expenses incurred as a result of proceedings involving directors and officers in
their capacity as such.                                                         

        At present, there is no pending litigation or proceeding involving a
director, officer, employee or other agent or significant shareholder of the    
Registrant in which indemnification is being sought nor is the Registrant aware 
of any threatened litigation that may result in a claim for indemnification by  
any director, officer, employee or other agent or significant shareholder of the
Registrant.                                                                     

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.                                  

Not applicable.                                             

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ITEM 8.     EXHIBITS.                                                           

4.1         Certificate of Incorporation of the Registrant (incorporated by     
     reference to Exhibit 3.3 of Exhibits to Registrant's Form 8-K
Report dated November 22, 1996).                        

4.2         Bylaws of the Registrant (incorporated by reference to              
     Exhibit 3.4 of Exhibits to Registrant's Form 8-K Report dated
November 22, 1996).                                     

4.3         1996 Equity Incentive Plan.                                         

4.4         Form of Stock Option Agreement  for use with the 1996 Equity        
Incentive Plan.                                         

5           Opinion of Graham & James LLP.                                      

23.1        Consent of Price Waterhouse LLP.                                    

23.2        Consent of Graham & James LLP.  Reference is made to Exhibit 5.     

24          Power of Attorney.  Reference is made to Page II-5.                 

ITEM 9.     UNDERTAKINGS.                                                       

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 of 1933;             

         (ii)   To reflect in the prospectus any facts or events arising
                  after the effective date of the 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 the Registration
Statement; and                          

        (iii)  To include any material information with respect to the
            plan of distribution not previously disclosed in the
             Registration Statement or any material change to such
  information in the Registration Statement;

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     (2)  That, for the purpose of determining any liability under the
              Securities Act of 1933, 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.        

The undersigned Registrant hereby undertakes that, for      
purposes of determining any liability under the Securities Act of 1933, each    
filing of the Registrant's annual report pursuant to Section 13(a) or Section   
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each       
filing of an employee benefit plan's annual report pursuant to Section 15(d)    
of the Securities Exchange Act of 1934) that is incorporated by reference in    
the 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.                                                                        

        The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or 
given, the latest annual report to security holders that is incorporated by     
reference in the prospectus and furnished pursuant to and meeting the           
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of   
1934; and, where interim financial information required to be presented by      
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or  
cause to be delivered to each person to whom the prospectus is sent or given,   
the latest quarterly report that is specifically incorporated by reference in   
the prospectus to provide such interim financial information.                   

Insofar as indemnification for liabilities arising under the  
Securities Act of 1933 may be permitted to directors, officers and controlling  
persons of the Registrant pursuant to the provisions described in Item 6, or    
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as        
expressed in the 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 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 San Jose, State of California, on     
this 17th day of January, 1997.                                                 

                    ONTRAK SYSTEMS, INC.

                   By: JAMES W. BAGLEY
                           -------------------
                         James W. Bagley
                      Chairman and
                                 Chief Executive Officer

POWER OF ATTORNEY   

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James W. Bagley and Patrick C.           
O'Connor, or either of them, as his true and lawful attorneys-in-fact and       
agents, 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 either of them, or    
their or his substitute or 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 dates indicated.                                      

SIGNATURE                      TITLE                          DATE              
---------                      -----                          ----              

JAMES W. BAGLEY           Chief Executive Officer          January 17, 1997     
-----------------         (Principal Executive Officer)                         
James W. Bagley           and Chairman of the Board                             
of Directors                

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PATRICK C. O'CONNOR      Vice President-                   January 17, 1997     
--------------------     Finance and Chief                                      
Patrick C. O'Connor      Financial Officer                                      
(Principal Financial          
and Accounting Officer)       

MICHAEL C. CHILD         Director                          January 17, 1997     
--------------------                                                            
Michael C. Child                                                                

JERAULD J. CUTINI        Director                          January 17, 1997     
--------------------                                                            
Jerauld J. Cutini                                                               

RICHARD J. ELKUS, JR.    Director                          January 17, 1997     
--------------------                                                            
Richard J. Elkus, Jr.                                                           

GARY HULTQUIST           Director                          January 17, 1997     
--------------------                                                            
Gary Hultquist                                                                  

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		1/17/97		1		8
		1/13/97		1
		11/22/96		3		5			8-K12G3
		6/30/96		3					10-K,  10-K/A
		6/9/95		3
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