S-8

As filed with the Securities and Exchange Commission on September 5, 2002

Registration No. 333-       

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT

Under
The Securities Act of 1933

COSINE COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 94-3280301
(I.R.S. Employer
Identification Number)

1200 Bridge Parkway
Redwood City, California 94065
(650) 637-4777
(Address of principal executive offices, including zip code)

2002 Stock Plan
2000 Stock Plan
2000 Employee Stock Purchase Plan
2000 Director Option Plan

(Full title of the plans)

Stephen Goggiano
President and Chief Executive Officer
CoSine Communications, Inc.
1200 Bridge Parkway
Redwood City, California 94065
(650) 637-4777

(Name, address and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

		Proposed			Proposed
		Maximum			Maximum
	Amount	Offering			Aggregate			Amount of
Title of Securities	to be	Price			Offering			Registration
to be Registered	Registered(1)	Per Share			Price			Fee
Common Stock, par value $0.0001, to be issued under the 2002 Stock Plan	10,000,000 shares	$	1.50	(2)	$	5,736,425.00	(2)	$	527.76
Common Stock, par value $0.0001, to be issued under the 2000 Stock Plan	5,103,331 shares	$	0.40	(3)	$	2,041,332.40	(3)	$	187.80
Common Stock, par value $0.0001, to be issued under the 2000 Employee Stock Purchase Plan	2,041,859 shares	$	0.40	(4)	$	816,743.60	(4)	$	75.14
Common Stock, par value $0.0001, to be issued under the 2000 Director Option Plan	80,000 shares	$	0.40	(5)	$	32,000.00	(5)	$	2.94
TOTAL REGISTRATION FEES	17,225,190 shares		—		$	8,626,501.00		$	793.64

(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 CoSine’s outstanding common stock.
(2)	The computation is based upon (i) the weighted average exercise price per share of $1.50 as to options to purchase an aggregate of 1,578,550 shares of common stock granted under the 2002 Stock Plan outstanding but unexercised as of August 30, 2002 where, pursuant to Rule 457(h)(1) of the Securities Act of 1933, the aggregate offering price and the fee corresponding to the outstanding but unexercised options may be computed based upon the price at which the options may be exercised, and (ii) the average of the high and low prices of the common stock as reported on the Nasdaq National Market on August 30, 2002 as to an aggregate of 8,421,450 shares of common stock available to be granted under the 2002 Stock Plan as of August 30, 2002, as estimated in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee.
(3)	The computation is based upon the average of the high and low prices of the common stock as reported on the Nasdaq National Market on August 30, 2002, as estimated in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee.
(4)	Estimated in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. The computation is based upon 85% of the average of the high and low prices of the common stock as reported on the Nasdaq National Market on August 30, 2002 because the purchase price of a share of common stock under the 2000 Employee Stock Purchase Plan is equal to 85% of the fair market value of a share of common stock on the enrollment date or the exercise date, whichever is lower.
(5)	Estimated in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the common stock as reported on the Nasdaq National Market on August 30, 2002.

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 5.1
EXHIBIT 23.1

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

          The following documents filed by us with the Securities and Exchange Commission, or SEC, are incorporated by reference into this registration statement:

(a)	The description of our common stock contained in our registration statement on Form 8-A (File No. 000-30715) filed on May 26, 2000, as amended on September 14, 2000, pursuant to Section 12(g) of the Securities Exchange Act of 1934, or the Exchange Act, including any amendments or reports filed for the purpose of updating such description;
(b)	Our annual report on Form 10-K for the fiscal year ended December 31, 2001; and
(c)	Our quarterly report on Form 10-Q for the quarter ended June 30, 2002.

     All documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered 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 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.

          Sections 145(a) and (b) of the Delaware General Corporation Law permit us to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was one of our directors, officers, employees or agents, or is or was serving at our request as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful; provided, that with respect to actions or suits brought on our behalf, the person may only be indemnified with respect to expenses (including attorneys’ fees) and may not be indemnified with respect to any claim, issue or matter for which the person is adjudged to be liable unless a court determines otherwise. Under Section 145(c), to the extent that one of our present or former directors or officers is successful on the merits or otherwise in defense of any of these actions, suits or proceedings, or in defense of any claim, issue or matter therein, the director or officer shall be indemnified against expenses (including attorneys’ fees) that the director or officer actually and reasonably incurs because of the action, suit, or proceeding. Section 145 of the Delaware General Corporation Law permits a corporation to include in its charter documents, and in agreements

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between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current law.

          Article XI of our certificate of incorporation requires us to indemnify our directors, officers, employees and agents to the fullest extent permitted by law. Article XI also requires us or our stockholders, if permitted by Delaware law, to indemnify our directors for monetary damages for breach of fiduciary duty as a director.

          Article VI of our bylaws requires us to indemnify our directors, officers, employees, and agents to the extent permitted by Section 145(a) and (b) of the Delaware General Corporation Law. Article VI also provides that, to the extent that a director, officer, employee or agent has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, we shall indemnify the person for his reasonable expenses incurred because of his defense.

          In addition to the indemnification provided for in our certificate of incorporation and bylaws, we have entered into indemnification agreements with our directors and officers. We also have and intend to maintain, as permitted by Article VI of our bylaws, liability insurance for the benefit of our directors and officers.

     Item 7. Exemption from Registration Claimed.

          Not applicable.

     Item 8. Exhibits.

Exhibit Number	Description
4.1*	Second Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to exhibit 3.1 to our quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2000 filed November 14, 2000)
4.2*	Bylaws (incorporated by reference to exhibit 3.3 to Form 8A (file no. 000-30715) filed May 26, 2000)
4.3*	First Amendment to Bylaws dated April 30, 2001 (incorporated by reference to exhibit 3.3 to our quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2001 filed August 13, 2001)
4.4*	2002 Stock Plan and forms of agreements thereunder (incorporated by reference to exhibit 10.17 to our annual report on Form 10-K for the fiscal year ended December 31, 2001 filed March 15, 2002)
4.5*	2000 Stock Plan and forms of agreements thereunder (incorporated by reference to exhibit 10.2 to Amendment No. 1 to our registration statement on Form S-1 (file no. 333-35938) filed June 6, 2000)
4.6*	2000 Employee Stock Purchase Plan and forms of agreements thereunder (incorporated by reference to exhibit 10.3 to Amendment No. 1 to our registration statement on Form S-1 (file no. 333-35938) filed June 6, 2000)

2

Exhibit Number	Description
4.7*	2000 Director Option Plan and forms of agreements thereunder (incorporated by reference to exhibit 10.4 to Amendment No. 1 to our registration statement on Form S-1 (file no. 333-35938) filed June 6, 2000)
4.8*	1997 Stock Plan (as amended and restated) and forms of agreements thereunder (incorporated by reference to exhibit 10.5 to our registration statement on Form S-1 (file no. 333-35938) filed April 28, 2000)
5.1	Opinion of counsel of registrant as to legality of common stock being registered
23.1	Consent of Ernst & Young LLP, Independent Auditors
24.1	Power of Attorney (see signature pages)

* Previously filed.

     Item 9. Undertakings.

          (a) We hereby undertake:

               (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement 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 this registration statement.

               (2) That, for the purpose of determining any liability under the Securities Act of 1933, or Securities Act, each 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) We hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of our annual report pursuant to Section 13(a) or Section 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 our directors, officers and controlling persons pursuant to law, our certificate of incorporation, our bylaws or indemnification agreements, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in a successful defense of any action, suit or

3

proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us 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 Redwood City, State of California, on September 5, 2002.

COSINE COMMUNICATIONS, INC.
By:	/s/ Stephen Goggiano
	Stephen Goggiano President, Chief Executive Officer and Director

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen Goggiano and Terry Gibson, and each of them acting individually, his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact, or his substitute or substitutes, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to effectuate the foregoing, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact, or any substitutes, may 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 on September 5, 2002 by the following persons in the capacities indicated.

Signature	Title
/s/ Stephen Goggiano Stephen Goggiano	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Terry Gibson Terry Gibson	Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Donald Green Donald Green	Director

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Signature	Title
/s/ R. David Spreng R. David Spreng	Director
/s/ Vinton G. Cerf Vinton G. Cerf	Director
/s/ Charles J. Abbe Charles J. Abbe	Director

6

INDEX TO EXHIBITS

Exhibit Number	Description
4.1*	Second Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to exhibit 3.1 to our quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2000 filed November 14, 2000)
4.2*	Bylaws (incorporated by reference to exhibit 3.3 to our registration statement on Form 8A (file no. 000-30715) filed May 26, 2000)
4.3*	First Amendment to Bylaws dated April 30, 2001 (incorporated by reference to exhibit 3.3 to our quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2001 filed August 13, 2001)
4.4*	2002 Stock Plan and forms of agreements thereunder (incorporated by reference to exhibit 10.17 to our annual report on Form 10-K for the fiscal year ended December 31, 2001 filed March 15, 2002)
4.5*	2000 Stock Plan and forms of agreements thereunder (incorporated by reference to exhibit 10.2 to Amendment No. 1 to our registration statement on Form S-1 (file no. 333-35938) filed June 6, 2000)
4.6*	2000 Employee Stock Purchase Plan and forms of agreements thereunder (incorporated by reference to exhibit 10.3 to Amendment No. 1 to our registration statement on Form S-1 (file no. 333-35938) filed June 6, 2000)
4.7*	2000 Director Option Plan and forms of agreements thereunder (incorporated by reference to exhibit 10.4 to Amendment No. 1 to our registration statement on Form S-1 (file no. 333-35938) filed June 6, 2000)
4.8*	1997 Stock Plan (as amended and restated) and forms of agreements thereunder (incorporated by reference to exhibit 10.5 to our registration statement on Form S-1 (file no. 333-35938) filed April 28, 2000)
5.1	Opinion of counsel of registrant as to legality of common stock being registered.
23.1	Consent of Ernst & Young LLP, Independent Auditors.
24.1	Power of Attorney (see signature pages)

* Previously filed.

EX-5.1 3 f84228exv5w1.txt EXHIBIT 5.1 Exhibit 5.1 September 4, 2002 Board of Directors CoSine Communications, Inc. 1200 Bridge Parkway Redwood City, California 94065 RE: ISSUANCE OF SECURITIES ON FORM S-8 REGISTRATION STATEMENT This opinion is provided in connection with the filing on or about September 4, 2002, of the Registration Statement on Form S-8 with the Securities and Exchange Commission for the purpose of registering 17,225,190 shares of Common Stock, $.0001 par value, offered by CoSine Communications, Inc. (the "Company"), where 10,000,000 shares were or are to be offered pursuant to the Company's 2002 Stock Plan, 5,103,331 shares are to be offered pursuant to the Company's 2000 Stock Plan, 2,041,859 shares are to be offered pursuant to the Company's 2000 Employee Stock Purchase Plan and 80,000 shares are to be offered pursuant to the Company's 2000 Director Option Plan (the 2002 Stock Plan, the 2000 Stock Plan, the 2000 Employee Stock Purchase and the 2000 Director Option Plan collectively referred to herein as the "Plans"). As counsel for the Company, I have examined, among other things, originals or copies identified to my satisfaction as being true copies of the above-referenced Registration Statement, Second Amended and Restated Certificate of Incorporation and Amended Bylaws of the Company, the corporate resolutions adopting the Plans, and other pertinent documents and instruments of the Company. In addition to such examination, I have obtained from Directors and Officers of the Company such other information and advice as I have deemed necessary for the purposes of this opinion. On the basis of the foregoing, and my examination and consideration of such other factual and legal matters as I have deemed appropriate in the premises, I am of the opinion that the shares to be registered are duly authorized and will, when issued and sold in accordance with the terms of the Plans and the stock options and restricted stock purchase rights granted under the Plans, be legally issued, fully paid and non-assessable. I consent to the filing of this letter with the Securities and Exchange Commission as an exhibit to the aforementioned Registration Statement. Very truly yours, /s/ Marc S. Bocci Marc S. Bocci Senior Director - Legal and Assistant Secretary EX-23.1 4 f84228exv23w1.txt EXHIBIT 23.1 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2002 Stock Plan, 2000 Stock Plan, 2000 Employee Stock Purchase Plan, and 2000 Director Option Plan of CoSine Communications, Inc. of our report dated January 25, 2002, with respect to the consolidated financial statements and financial statement schedule of CoSine Communications, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California September 3, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

                                                                     Exhibit 5.1

September 4, 2002

Board of Directors
CoSine Communications, Inc.
1200 Bridge Parkway
Redwood City, California 94065

     RE:  ISSUANCE OF SECURITIES ON FORM S-8 REGISTRATION STATEMENT


     This opinion is provided in connection with the filing on or about
September 4, 2002, of the Registration Statement on Form S-8 with the Securities
and Exchange Commission for the purpose of registering 17,225,190 shares of
Common Stock, $.0001 par value, offered by CoSine Communications, Inc. (the
"Company"), where 10,000,000 shares were or are to be offered pursuant to the
Company's 2002 Stock Plan, 5,103,331 shares are to be offered pursuant to the
Company's 2000 Stock Plan, 2,041,859 shares are to be offered pursuant to the
Company's 2000 Employee Stock Purchase Plan and 80,000 shares are to be offered
pursuant to the Company's 2000 Director Option Plan (the 2002 Stock Plan, the
2000 Stock Plan, the 2000 Employee Stock Purchase and the 2000 Director Option
Plan collectively referred to herein as the "Plans").

     As counsel for the Company, I have examined, among other things, originals
or copies identified to my satisfaction as being true copies of the
above-referenced Registration Statement, Second Amended and Restated Certificate
of Incorporation and Amended Bylaws of the Company, the corporate resolutions
adopting the Plans, and other pertinent documents and instruments of the
Company. In addition to such examination, I have obtained from Directors and
Officers of the Company such other information and advice as I have deemed
necessary for the purposes of this opinion.

     On the basis of the foregoing, and my examination and consideration of such
other factual and legal matters as I have deemed appropriate in the premises, I
am of the opinion that the shares to be registered are duly authorized and will,
when issued and sold in accordance with the terms of the Plans and the stock
options and restricted stock purchase rights granted under the Plans, be legally
issued, fully paid and non-assessable.

     I consent to the filing of this letter with the Securities and Exchange
Commission as an exhibit to the aforementioned Registration Statement.

                                              Very truly yours,

                                              /s/ Marc S. Bocci

                                              Marc S. Bocci
                                              Senior Director - Legal and
                                              Assistant Secretary

EX-23.1

                                                                   Exhibit 23.1

                            Consent of Independent Auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 2002 Stock Plan, 2000 Stock Plan, 2000 Employee Stock
Purchase Plan, and 2000 Director Option Plan of CoSine Communications, Inc. of
our report dated January 25, 2002, with respect to the consolidated financial
statements and financial statement schedule of CoSine Communications, Inc.
included in the Annual Report (Form 10-K) for the year ended December 31, 2001,
filed with the Securities and Exchange Commission.


                                                        /s/ Ernst & Young LLP

San Jose, California
September 3, 2002