-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AYejqps+eSpQcwarUJYL32hTcS/WVeRDJr9/OegLkanIUr5Ew2KKoq0z1ehZsGkl IsTAPfTg2nptP6UzUihM5w== /in/edgar/work/20000809/0000722056-00-000013/0000722056-00-000013.txt : 20000921 0000722056-00-000013.hdr.sgml : 20000921 ACCESSION NUMBER: 0000722056-00-000013 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000809 EFFECTIVENESS DATE: 20000809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RATIONAL SOFTWARE CORP CENTRAL INDEX KEY: 0000722056 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 541217099 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43350 FILM NUMBER: 689563 BUSINESS ADDRESS: STREET 1: 18880 HOMESTEAD RD CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4088639900 MAIL ADDRESS: STREET 1: 18880 HOMESTEAD RD CITY: CUPERTINO STATE: CA ZIP: 95014 FORMER COMPANY: FORMER CONFORMED NAME: VERDIX CORP DATE OF NAME CHANGE: 19920703 S-8 1 0001.txt As filed with the Securities and Exchange Commission on August 9, 2000 Registration No. 333- ================================================================================ WASHINGTON, D.C. 20549 ___________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________ RATIONAL SOFTWARE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ___________________ DELAWARE 54-1217099 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) ___________________ 18880 HOMESTEAD ROAD CUPERTINO, CALIFORNIA 95014 (408) 863-9900 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) Rational Software Corporation 1998 Indian Stock Option Plan (FULL TITLE OF THE PLAN) ___________________ TIMOTHY A. BRENNAN CHIEF FINANCIAL OFFICER AND SECRETARY RATIONAL SOFTWARE CORPORATION 18880 HOMESTEAD ROAD CUPERTINO, CALIFORNIA 95014 (408) 863-9900 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ___________________ Copy to: KATHARINE A. MARTIN, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CA 94304 (650) 493-9300 ___________________ CALCULATION OF REGISTRATION FEE ===============================================================================
Proposed Proposed Maximum Maximum Title of Each Amount Offering Aggregate Amount of Class of Securities to be Price Per Offering Registration to be Registered Registered Share Price Fee - ------------------------------- ---------- --------- -------------- ----------- Rational Software Corporation 1998 Indian Stock Option Plan... 200,000 $99.33 $19,865,000 $5,244.37 ---------- --------- -------------- ----------- TOTALS.................. 200,000 $99.33 $19,865,000 $5,244.37 ===============================================================================
[/TABLE] (1) The indicated number of shares to be registered represents additional shares issuable under the listed plan that are not covered by prior registration statements. Price per share and aggregate offering price estimated in accordance with Rule 457 (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. ============================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. There are hereby incorporated by reference in this Registration Statement the following documents and information heretofore filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report on Form 10-K for the year ended March 31, 2000 as filed with the Commission. (b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarter ended June 30, 2000 filed pursuant to the Exchange Act. (c) The description of the Registrant's Common Stock contained in the Registration Statement on Form S-4 (File No. 333-29799) filed by the Registrant with the Commission on June 25, 1997 and any amendment or report filed hereafter for the purpose of updating such description. (d) Item 1 of Registrant's Form 8-A dated May 25, 1984 as amended on Form 8-A/A dated May 25, 1995, filed with the Commission. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this Registration Statement, and prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in the 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. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's Board of Directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. The Registrant's Certificate of Incorporation, as amended, and Bylaws provide for indemnification of its officers, directors, employees and other agents to the maximum extent permitted by the Delaware Law. In addition, the Registrant has entered into Indemnification Agreements with its officers and directors, the form of which is attached hereto as Exhibit 10.1. Item 7. Exemption from Registration Claims. Not applicable. Item 8. Exhibits Exhibit Number Desription 4.1 Rational Software Corporation 1998 Indian Stock Option Plan is incorporated herein by reference to the Registrant's Registration Statement of Form S-8 (Registration No. 333-52017), filed with the Commission on May 6, 1998. 5.1 Opinion of counsel as to legality of Securities being registered. 10.1 Form of Indemnification Agreement is incorporated herein by reference to the Registrant's Registration Statement on Form S-4 (Registration No. 333-19669), filed with the Commission on January 13, 1997, as amended on January 17, 1997. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.3 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-2). Item 9. Undertakings. (a) Rule 415 Offering. 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. (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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 ((S)239.13 of this chapter) or Form S-8 ((S)239.16(b) of this chapter), and 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 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. 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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's 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 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. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the Delaware General Corporations Law, the Certificate of Incorporation of the Registrant, the Bylaws of the Registrant, Indemnification Agreements entered into between the Registrant and its officers and directors, 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 Securities 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. 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 Cupertino, State of California, on August 9, 2000. RATIONAL SOFTWARE CORPORATION By: /s/ Timothy A. Brennan ----------------------- Timothy A. Brennan Senior Vice President, Chief Financial Officer, and Secretary (Principal Financial Officer & Principal Accounting Officer) POWER OF ATTORNEY KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas F. Bogan and Timothy A. Brennan and each of th jointly and severally, his attorneys-in-fact, each with full power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and conforming all that each said attorneys-in-fact, or his substitute or 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 by the following persons in the capacities and on the date indicated. Date: August 9, 2000 /s/ Paul D. Levy -------------------------------------------- Paul D. Levy, Chairman of the Board Date: August 9, 2000 /s/ Michael T. Devlin -------------------------------------------- Michael T. Devlin, Chief Executive Officer and Director Date: August 9, 2000 /s/ Thomas F. Bogan -------------------------------------------- Thomas F. Bogan, President and Chief Operating Officer Date: August 9, 2000 /s/ Timothy A. Brennan -------------------------------------------- Timothy A. Brennan Senior Vice President, Chief Financial Officer, and Secretary (Principal Financial Officer & Principal Accounting Officer) Date: August 9, 2000 /s/ Leslie G. Denend -------------------------------------------- Leslie G. Denend, Director Date: August 9, 2000 /s/ John E. Montague -------------------------------------------- John E. Montague, Director Date: August 9, 2000 /s/ Allison R. Schleicher -------------------------------------------- Allison R. Schleicher, Director
Index to Exhibits Exhibit Number Desription 4.1 Rational Software Corporation 1998 Indian Stock Option Plan is incorporated herein by reference to the Registrant's Registration Statement of Form S-8 (Registration No. 333-52017), filed with the Commission on May 6, 1998. 5.1 Opinion of counsel as to legality of Securities being registered. 10.1 Form of Indemnification Agreement is incorporated herein by reference to the Registrant's Registration Statement on Form S-4 (Registration No. 333-19669), filed with the Commission on January 13, 1997, as amended on January 17, 1997. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.3 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-2). EX-5.1 2 0002.txt OPINION OF WILSON SONSINI GOODRICH & ROSATI Exhibit 5.1 August 4, 2000 Rational Software Corporation 18880 Homestead Road Cupertino, CA 95014 Re: REGISTRATION STATEMENT ON FORM S-8 Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about the date hereof (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 200,000 shares of your Common Stock (the "Option Shares") reserved for issuance under the Rational 1998 Indian Stock Option Plan (the "Plan"). As your legal counsel for the Company, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Option Shares pursuant to the Plan. In addition, for purposes of this opinion we have assumed that the consideration received by the Company in connection with each issuance of the Option Shares will include an amount in the form of cash, services rendered or property that exceeds the greater of (i) the aggregate par value of such Option Shares or (ii) the portion of such consideration determined by the Company's Board of Directors to be "capital" for purposes of the Delaware General Corporation Law. Based upon the foregoing, it is our opinion that, when issued and sold in the manner referred to in the 1998 Plan and pursuant to the agreements which accompany the Plans, the Option Shares issued and sold thereby will be legally and validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including any prospectus constituting a part thereof, and any amendments thereto. This opinion may be incorporated by reference in any abbreviated registration statement filed pursuant to General Instruction E of Form S-8 under the Securities Act with respect to the Registration Statement. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati EX-23.1 3 0003.txt CONSENT OF ERNST & YOUNG LLP Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1998 Indian Stock Option Plan of Rational Software Corporation of our report dated April 18, 2000, with respect to the consolidated financial statements and schedule of Rational Software Corporation included in its Annual Report (Form 10-K) for the year ended March 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Palo Alto, California August 4, 2000 -----END PRIVACY-ENHANCED MESSAGE-----