SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
Commission File No._____________
SONIC FOUNDRY, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 39-1783372
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1617 Sherman Avenue, Madison, WI 53704 (608) 256-3133
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(Address of principal executive offices) (Issuer's telephone number)
Amended 1999 Non-Qualified Stock Option Plan (3,000,000 additional shares)
Filed September 8, 2000, Registration Number 333-45438
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(Full title of plan)
Copy to:
Rimas P. Buinevicius James R. Stern, Esq.
Chief Executive Officer McBreen & Kopko
1617 Sherman Avenue 20 North Wacker Drive
Madison, WI 53704 Suite 2520
(608) 256-3133 Chicago, IL 60606
(Name, address, including zip code, and (312) 332-6405
telephone number, including area code,
of agent for service)
Calculation of Registration Fee
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Title of Proposed Aggregate
Securities to be Amount to be Maximum Offering Offering Amount of
Registered Registered Price per Share (1) Price (1) Registration Fee
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Common Stock,
$.01 par value per share 3,000,000 Shares (2) $2.835 $8,505,000 $2,032.70
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(1) Computed pursuant to Rule 457(c) and (h) based on the average of the
high and low prices reported on the Nasdaq Stock Market on December
11, 2001, which was $2.835.
(2) On September 8, 2000, Registrant registered 400,000 shares to be
issued under the 1999 Non-Qualified Stock Option Plan. The 1999
Non-Qualified Stock Option Plan was amended on December 20, 2000 and
October 9, 2001 and is now referred to as the Amended 1999
Non-Qualified Stock Option Plan. Pursuant to Instruction E on Form
S-8, an additional 3,000,000 shares are being registered herein to be
issued pursuant to the Amended 1999 Non-Qualified Stock Option Plan.
The Exhibit Index appears after the Signature Page of this Registration
Statement.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E on Form S-8, the contents of the
Registration Statement filed by Sonic Foundry, Inc. (the "Company") under
Registration Number 333-45438 with respect to securities offered pursuant to the
Company's 1999 Non-Qualified Stock Option Plan (the "Plan"), are hereby
incorporated by reference herein, and the opinions and consents listed below are
annexed hereto:
Exhibit Number Description
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4.1 Registrant's Amended 1999 Non-Qualified Stock Option Plan
5.1 Opinion of McBreen & Kopko regarding the legality of the Common
Stock registered hereby
23.1 Consent of McBreen & Kopko (included in its opinion to be filed
as Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (contained within Signature Page)
2
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Madison, State of Wisconsin, on this 14/th/ day of
December, 2001.
Sonic Foundry, Inc.
By: /s/ Rimas Buinevicius
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Rimas Buinevicius, Chairman
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Rimas Buinevicius and Kenneth Minor as 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 other documents in connection therewith, with the Securities 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 in and about the premises, 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.
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:
Name Title Date
---- ----- ----
/s/ Rimas Buinevicius Chairman and Chief December 14, 2001
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Rimas Buinevicius Executive Officer
(Principal Executive Officer)
/s/ Kenneth A. Minor Chief Financial Officer and Secretary December 14, 2001
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Kenneth A. Minor
3
(Principal Financial and Accounting
Officer)
/s/ Monty Schmidt President and Director December 14, 2001
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Monty Schmidt
/s/ Curtis Palmer
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Curtis Palmer Executive Vice President, Chief December 14, 2001
Technology Officer and Director
/s/ Frederick H. Kopko, Jr. Director December 14, 2001
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Frederick H. Kopko, Jr.
/s/ Arnold Pollard Director December 14, 2001
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Arnold Pollard
/s/ David Kleinman Director December 14, 2001
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David Kleinman
4
INDEX TO EXHIBITS
Page
Item Number
Sequentially
Numbered Description
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4.1 Registrant's Amended 1999 Non-Qualified Stock Option Plan
5.1 Opinion of McBreen & Kopko as to the legality of the stock
registered hereby
23.1 Consent of McBreen & Kopko (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (contained within Signature Page)
5