0000950168-01-500975.txt : 20011026 0000950168-01-500975.hdr.sgml : 20011026 ACCESSION NUMBER: 0000950168-01-500975 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011019 EFFECTIVENESS DATE: 20011019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RED HAT INC CENTRAL INDEX KEY: 0001087423 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 061364380 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71912 FILM NUMBER: 1762633 BUSINESS ADDRESS: STREET 1: 2600 MERIDIAN PARKWAY CITY: DURHAM STATE: NC ZIP: 27713 BUSINESS PHONE: 9195470012 MAIL ADDRESS: STREET 1: 2600 MERIDIAN PARKWAY CITY: DURHAM STATE: NC ZIP: 27713 S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on October 19, 2001 Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Red Hat, Inc. (Exact name of registrant as specified in its charter) Delaware 06-1364380 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2600 Meridian Parkway Durham, North Carolina 27713 (Address of Principal Executive Offices) (Zip Code) Red Hat, Inc. 1999 Stock Option and Incentive Plan, As Amended on August 2, 2001 (Full title of the plan) Matthew J. Szulik President and Chief Executive Officer Red Hat, Inc. 2600 Meridian Parkway Durham, North Carolina 27713 (Name and address of agent for service of process) (919) 547-0012 (Telephone number, including area code, of agent for service) Copy to: Brian T. Atkinson, Esq. Moore & Van Allen PLLC 100 North Tryon Street, Floor 47 Charlotte, North Carolina 28202-4003 (704) 331-1000 ================================================================================ CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------- Title of Securities to be Registered Amount To Be Proposed Proposed Amount of Registered Maximum Maximum Registration Offering Price Aggregate Fee Per Share Offering Price (1) --------------------------------------------------------------------------------------------------------------- Common stock, par value $0.0001 per share 15,000,000 $3.99 $59,850,000 $14,963 ---------------------------------------------------------------------------------------------------------------
------------ (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the Registrant's Common Stock, par value $.0001 per share, reported on the Nasdaq National Market on October 16, 2001, which were $4.19 and $3.78, respectively. -------------------------------------------------------------------------------- ================================================================================ EXPLANATORY NOTE This Registration Statement relates to the registration of additional securities issuable pursuant to an employee benefit plan for which a Registration Statement on Form S-8 (Reg. No. 333-96163) was filed by Red Hat, Inc. with the Securities and Exchange Commission on February 4, 2000. The contents of the Registration Statement filed on February 4, 2000 are incorporated herein by this reference. SIGNATURES Pursuant to the requirements of the Securities Act, 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 Durham in the State of North Carolina, on this 18th day of October, 2001. RED HAT, INC. By: /s/ Matthew J. Szulik ---------------------------------------- Matthew J. Szulik President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date ---------------------------------------- --------------------------------------- ------------------------ /s/ MATTHEW J. SZULIK Chief Executive Officer, President and October 18, 2001 ------------------------------------ Director (principal executive officer) Matthew J. Szulik /S/ KEVIN B. THOMPSON Senior Vice President and Chief October 18, 2001 ------------------------------------ Financial Officer (principal Kevin B. Thompson financial and accounting officer) /S/ ROBERT F. YOUNG Director October 18, 2001 ------------------------------------ Robert F. Young /S/ EUGENE J. MCDONALD Director October 18, 2001 ------------------------------------ Eugene J. McDonald /S/ WILLIAM S. KAISER Director October 18, 2001 ------------------------------------ William S. Kaiser /S/ ERIC HAHN Director October 18, 2001 ------------------------------------ Eric Hahn /S/ F. SELBY WELLMAN Director October 18, 2001 ------------------------------------ F. Selby Wellman
2 INDEX TO EXHIBITS Exhibit No. Description ---------------- ------------------------------------------------------------ 5 Opinion of Moore & Van Allen, PLLC 23.1 Consent of Moore & Van Allen, PLLC (included in Exhibit 5). 23.2 Consent of PricewaterhouseCoopers LLP 3 EX-5 3 dex5.txt OPINION OF MOORE & VAN ALLEN PLLC EXHIBIT 5 --------- Moore & Van Allen Moore & Van Allen PLLC Attorneys at Law Suite 4700 100 North Tryon Street Charlotte, North Carolina 28202-4003 T 704 331 1000 F 704 331 1159 www.mvalaw.com October 18, 2001 Red Hat, Inc. 2600 Meridian Parkway Durham, NC 27713 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We are acting as counsel for Red Hat, Inc., a Delaware corporation (the "Company"), in connection with the registration on a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of the offer and sale of up to 15,000,000 shares of Common Stock, par value $.0001 per share, of the Company (the "Shares") to be issued upon the exercise of options outstanding under the Red Hat, Inc. 1999 Stock Option and Incentive Plan, as amended on August 2, 2001 (the "Plan"). In rendering our opinion, we have examined, and are familiar with, and have relied as to factual matters solely upon, originals or copies certified, or otherwise identified to our satisfaction, of such documents, corporate records or other instruments as we have deemed necessary or appropriate for the purposes of the opinion set forth herein, including, without limitation, (a) the Plan, (b) the Company's Third Amended and Restated Certificate of Incorporation, as amended, (c) the Company's Amended and Restated By-laws, as amended, (d) a specimen of the form of certificate evidencing the Shares and (e) the minute books and stock records of the Company. Based upon and subject to the foregoing, we are of the opinion that the Shares are duly authorized and, when issued and delivered pursuant to the terms of the Plan and the terms of any agreement relating to any of the options granted thereunder, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, MOORE & VAN ALLEN PLLC EX-23.2 4 dex232.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 16, 2001, relating to the financial statements, which appear in Red Hat, Inc.'s Annual Report on Form 10-K for the year ended February 28, 2001. Raleigh, North Carolina October 19, 2001