Applied Computer Technology Inc – ‘S-8’ on 10/14/97

As of:  Tuesday, 10/14/97   ·   Effective:  10/14/97   ·   Accession #:  1004878-97-78   ·   File #:  333-37735

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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            9     30K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.B      Instrument Defining the Rights of Security Holders     6     26K 
 3: EX-4.C      Instrument Defining the Rights of Security Holders     5     21K 
 4: EX-4.C      Instrument Defining the Rights of Security Holders     5     21K 
 5: EX-4.E      Instrument Defining the Rights of Security Holders     2     16K 
 6: EX-5        Opinion re: Legality                                   1      7K 
 7: EX-24       Power of Attorney                                      3      9K 

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 October 10, 1997        

                                        Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under The Securities Act of l933

 APPLIED COMPUTER TECHNOLOGY, INC.
(Exact name of issuer as specified in its charter)

  Colorado                                  84-1164570
(State or other jurisdiction                 (I.R.S. Employer   
   of incorporation or organization)           Identification No.)

2573 Midpoint Drive                               
Fort Collins, CO                             80525
(Address of Principal Executive Offices)           (Zip Code)       

 Incentive Stock Option Plan
 Non-Qualified Stock Option Plan
Stock Bonus Plan
Director's Compensation Plan
(Full Title of Plan)

Wiley E. Prentice, Jr.
 2573 Midpoint Drive
Fort Collins, CO 80525
 (Name and address of agent for service)

(970) 490-1849  
(Telephone number, including area code, of agent for service) 

Copies of all  communications,  including all  communications  sent to agent for
service to:                                                                     

 William T. Hart, Esq.
 Hart & Trinen
l624 Washington Street
Denver, Colorado 80203
(303) 839-0061

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  CALCULATION    OF    REGISTRATION    FEE

                       Proposed       Proposed
Title of                                Maximum        Maximum                  
Securities                 Amount       Offering       Aggregate   Amount of    
to be                     to be        Price          offering    Registration
Registered               Registered (1) Per Share (2)  Price       Fee          

Common Stock Issuable      600,000        $4.25         $2,550,000         $773 
Pursuant to Incentive       Shares                                              
Stock Option Plan                                                               

Common Stock Issuable      600,000        $4.25         $2,550,000         $773 
Pursuant to Non-Qualified   Shares                                              
Stock Option Plan                                                               

Common Stock Issuable      200,000        $4.25           $850,000         $258 
Pursuant to Stock           Shares                                              
Bonus Plan                                                                      

Common Stock Issuable       37,500        $4.25           $159,375          $48 
Pursuant to Director's      Shares                                              
Compensation Plan                                       $6,109,375       $1,852 

(1) This  Registration  Statement also covers such additional  number of shares,
presently indeterminable,  as may become issuable under the Plan in the event of
stock dividends, stock splits,  recapitalizations or other changes in the Common
Stock.                                                                          

(2) Pursuant to Rule 457(g),  the proposed  maximum offering price per share and
proposed  maximum  aggregate  offering  price are based upon the average bid and
asked prices of the Registrant's Common Stock on October 9, 1997.               

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 APPLIED COMPUTER TECHNOLOGY, INC.

Cross Reference Sheet Required Pursuant to Rule 404 

PART I
INFORMATION REQUIRED IN PROSPECTUS

   (NOTE:    Pursuant to  instructions  to Form S-8, the Prospectus  described
below is not filed                with this Registration Statement.)            

Item                                                                            
No.          Form S-8 Caption                        Caption in Prospectus    

1.          Plan Information                                                

        (a)  General Plan Information .........   Stock Option and Bonus Plans

        (b)  Securities to be Offered ........    Stock Option and Bonus Plans

(c)  Employees who may Participate                            
             in the Plan .....................    Stock Option and Bonus Plans

(d)  Purchase of Securities Pursuant                          
to the Plan and Payment for                         
             Securities Offered ..............    Stock Option and Bonus Plans

     (e)  Resale Restrictions ..............   Resale   of   Shares   by
                                Affiliates

(f)  Tax Effects of Plan                                      
             Participation ....................   Stock Option and Bonus Plans

(g)  Investment of Funds ..............  Not Applicable.      

(h)  Withdrawal from the Plan;                                
            Assignment of Interest ...........   Other Information Regarding
                                 the Plans

       (i)  Forfeitures and Penalties ........   Other Information Regarding
                               the Plans

(j)  Charges and Deductions and                               
            Liens Therefore ..................   Other Information Regarding
                               the Plans

2.   Registrant Information and Employee                                
Plan Annual Information ............... Available Information,
                                           Documents Incorporated by
                           Reference

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3 - Incorporation of Documents by Reference                                

         The following  documents  filed by the Company with the  Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:  Annual  Report on Form 10-KSB for the year ending  December 31, 1996
and Quarterly  Reports on Form 10-QSB for quarters ending March 31,1997 and June
30, 1997. All reports and documents  subsequently  filed by the Company pursuant
to Section 13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934,
prior to the filing of a post-effective amendment to this Registration Statement
of which this Prospectus is a part 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 in this Prospectus and to be a
part thereof from the date of filing of such reports or documents.              

Item 4 - Description of Securities                                              

Not required.                                                 

Item 5 - Interests of Named Experts and Counsel                                 

Not Applicable.                                               

Item 6 - Indemnification of Directors and Officers                              

         The Bylaws of the Company  provide in substance  that the Company shall
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened  or completed  action,  suit or  proceeding,  whether  civil,
criminal,  administrative,  or  investigative  by  reason  of the fact that such
person  is or was a  director,  officer,  employee,  fiduciary  or  agent of the
Company,  or is or was  serving  at the  request of the  Company as a  director,
officer, employee, fiduciary or agent of another corporation, partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorney's
fees), judgements,  fines and amounts paid in settlement actually and reasonably
incurred by such person to the full extent permitted by the laws of the state of
Colorado;  and that  expenses  incurred in defending  any such civil or criminal
action,  suit or  proceeding  may be paid by the Company in advance of the final
disposition  of such action,  suit or  proceeding  as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
such director, officer or employee to repay such amount to the Company unless it
shall ultimately be determined that such person is entitled to be indemnified by
the Company as authorized in the Bylaws.                                        

Item 7 - Exemption from Registration Claimed                                    

Not applicable.                                               

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         In issuing  options to the persons listed above the Company relied upon
the  exemption  provided by Section 4(2) of the  Securities  Act of 1933 as such
shares were issued in a transaction  not involving any public  offering.  All of
the persons  listed  above,  at the time of the  issuance  of the  shares,  were
Company officers, directors, employees or consultants and were fully informed as
to the Company's business and affairs. The Company did not pay any commission to
any person in connection with the issuance of these shares.                     

Item 8 - Exhibits                                                               

4    - Instruments Defining Rights of                                       
Security Holders                                              

    (a) - Common Stock                            Incorporated  by  reference to
                                                 Exhibit 4(a) of the Company's
                                             Registration Statement on
                                                  Form SB-2, File No. 33-95782-D

(b) - Incentive Stock Option Plan                                         

(c) - Non-Qualified Stock Option Plan                                     

(d) - Stock Bonus Plan                                                    

(e) - Director's Compensation Plan                                        

5 - Opinion Regarding Legality of                                           
Securities to be Offered                                            

l5 - Letter Regarding Unaudited Interim                                       
Financial Information                      None                     

24 - Consent of Independent Public                                            
Accountants and Attorneys                                       

25 - Power of Attorney                          Included in the signature page
                                                of this Registration Statement

28 - Information from Reports                   None                          
furnished to State Insurance                                        
Regulatory Authorities                                              

99 - Additional Exhibits                                                      
(Re-Offer Prospectus)                      To be filed by amendment 

Item 9 - Undertakings                                                           

(a)  The undersigned registrant hereby undertakes:                        

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              (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
l0(a)(3) of the Securities Act of l933;           

                    (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  in such  information  in the
registration statement;                           

                    Provided,  however, that paragraphs (a)(l)(i) and (a)(l)(ii)
               will 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 l3
or Section l5(d) of the Securities Act of l934    

              (2) That, for the purpose of determining  any liability  under the
Securities Act of l933, 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 of l933, each filing of the
registrant's  Annual  Report  pursuant to Section  l3(a) or Section l5(d) of the
Securities  Exchange  Act of l934 (and,  where  applicable,  each  filing of any
employee  benefit  plan's  annual  report  pursuant  to  Section  l5(d)  of  the
Securities  Exchange  Act of l934)  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.      

         (c)  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 foregoing  provisions,  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       

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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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 POWER OF ATTORNEY

         KNOW  ALL  MEN  BY  THESE  PRESENTS,   that  each  of  the  undersigned
constitutes   and   appoints   Wiley  E  Prentice,   Jr,  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 all  other
documents in connection  therewith,  with the Securities and Exchange Commission
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent or his
substitutes or substitute may lawfully do or cause to be done by virtue hereof. 

SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  l933,  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 Fort Collins, State of Colorado, on October 9, 1997. 

                    APPLIED COMPUTER TECHNOLOGY INC.

                 By:/s/ Wiley E. Prentice, Jr.
                              Wiley E Prentice Jr, President

         By:/s/ Daniel Radford
                                   Daniel Radford, Principal Financial
                                       Officer   and   Principal    Accounting
       Officer

         Pursuant  to the  requirements  of the  Securities  Act of  l933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.                                          

Signature                            Title                     Date             

/s/ Wiley E. Prentice, Jr.         Director             October 9, 1997         
Wiley E. Prentice, Jr                                                           

/s/ Cynthia E. Koehler             Director             October 9, 1997         
Cynthia E. Koehler                                                              

                          Director             October 9, 1997
J. Roger Moody                                                                  

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
EXHIBITS

Applied Computer Technology Inc.
 2573 Midpoint Drive
Fort Collins, CO 80525

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		10/14/97
		10/10/97		1
		10/9/97		2		8
		6/30/97		4					10-Q,  10-Q/A,  NT 10-Q
		12/31/96		4					10KSB,  8-K,  NT 10-K
									List all Filings