-----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, DJ/d1QR9oz5gP3qHJAzyojrypN0sXmEoBP3R9K9gy3b7l9XPPnbiZmgkjmSMGro+ 7y8MR9TEozdvRJo7Jcaw9w== 0001012870-00-000301.txt : 20000203 0001012870-00-000301.hdr.sgml : 20000203 ACCESSION NUMBER: 0001012870-00-000301 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000131 EFFECTIVENESS DATE: 20000131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGATO SYSTEMS INC CENTRAL INDEX KEY: 0000859360 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943077394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-95721 FILM NUMBER: 517465 BUSINESS ADDRESS: STREET 1: 3210 PORTER DR CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158126000 MAIL ADDRESS: STREET 1: 3210 PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on January 31, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 LEGATO SYSTEMS, INC. (Exact name of registrant as specified in its charter)
Delaware 7372 94-3077394 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.)
3210 Porter Drive Palo Alto, California 94304 (Address of principal executive officers)(Zip Code) LEGATO SYSTEMS, INC. 1995 Stock Option/Stock Issuance Plan Employee Stock Purchase Plan (Full title of the Plans) Louis C. Cole President and Chief Executive Officer LEGATO SYSTEMS, INC. 3210 Porter Drive Palo Alto, California 94304 (Name and address of agent for service) (650) 812-6000 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE =================================================================================================================================== Proposed Maximum Proposed Maximum Amount to be Offering Price per Aggregate Offering Amount of Title of Securities to be Registered Registered/1/ Share/2/ Price/2/ Registration Fee - ------------------------------------------- ---------------- --------------------- -------------------- ------------------ 1995 Stock Option/Stock Issuance Plan - ------------------------------------- Options to Purchase Common Stock 5,257,626 N/A N/A N/A Common Stock, $0.0001 par value 5,257,626 shares $27.15625 $142,777,406.10 $37,693.24 Employee Stock Purchase Plan - ---------------------------- Common Stock, $0.0001 par value 2,000,000 shares $27.15625 $54,312,500.00 $14,338.50 ====================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 1995 Stock Option/Stock Issuance Plan and the Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of Legato Systems, Inc. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low price per share of Common Stock of Legato Systems, Inc. as reported on the Nasdaq National Market on January 25, 2000. PART II Information Required in the Registration Statement Item 3. Incorporation of Documents by Reference --------------------------------------- Legato Systems, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "SEC"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998; (b) Amendment number 1 on Form 10-K/A filed with the SEC on March 4, 1999; (c) Amendment number 2 on Form 10-K/A filed with the SEC on December 1, 1999; (d) The Registrant's Current Report on Form 8-K filed with the SEC on April 13, 1999; (e) The Registrant's Current Report on Form 8-K filed with the SEC on May 4, 1999; (f) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1999 (g) The Registrant's Current Report on Form 8-K/A filed with the SEC June 1, 1999; (h) The Registrant's Current Report on Form 8-K filed with the SEC on June 21, 1999; (i) The Registrant's Current Report on Form 8-K filed with the SEC on August 12, 1999; (j) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1999; (k) The Registrant's Current Report on Form 8-K/A filed with the SEC on October 12, 1999 (l) The Registrant's Current Report on Form 8-K filed with the SEC on December 1, 1999; (m) The Registrant's Current Report on Form 8-K filed with the SEC on January 21, 2000; (n) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1999; (o) Amendment number 1 on Form 10-Q/A filed with the SEC on December 1, 1999; and (p) The Registrant's Registration Statement No. 0-26130 on Form 8-A filed with the SEC on May 19, 1995 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock. II-1 All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment 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 into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 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 indemnification 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 "1933 Act"). The Registrant's Bylaws provide for mandatory indemnification of its directors and officers and permissible indemnification of employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. In addition, the Registrant has entered into Indemnification Agreements with each of its directors and officers. Item 7. Exemption from Registration Claimed ----------------------------------- Not Applicable. II-2 Item 8. Exhibits -------- Exhibit Number Exhibit -------------- ------- 4 Instrument Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 0-26130 on Form 8-A, which is incorporated herein by reference pursuant to Item 3(p) of this Registration Statement. 5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, L.L.P. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, L.L.P. is contained in Exhibit 5. 23.3 Consent of Deloitte & Touche LLP, Independent Auditors. 23.4 Consent of Arthur Andersen LLP, Independent Public Accountants. 23.5 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 24 Power of Attorney. Reference is made to page II-4 of this Registration Statement. Item 9. Undertakings ------------ A. 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 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall -------- 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 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act 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 and (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 Registrant's 1995 Stock Option/Stock Issuance Plan and the Employee Stock Purchase Plan. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into 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 of liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Palo Alto, State of California on this 28 day of January, 2000. LEGATO SYSTEMS, INC. By: /s/ Louis C. Cole ______________________________________ Louis C. Cole President, Chief Executive Officer and Chairman of the Board POWER OF ATTORNEY ----------------- KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of Legato Systems, Inc., a Delaware corporation, do hereby constitute and appoint Louis C. Cole and Stephen C. Wise, and either of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and either of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Louis C. Cole ____________________________ President, Chief Executive Officer January 28, 2000 Louis C. Cole and Chairman of the Board (Principal Executive Officer) /s/ Stephen C. Wise ____________________________ Chief Financial Officer, Vice President of January 28, 2000 Stephen C. Wise Finance and Administration and Assistant Secretary (Principal Financial and Accounting Officer)
II-4 Signature Title Date --------- ----- ---- /s/ Eric Benhamou __________________________ Director January 28, 2000 Eric Benhamou /s/ H. Raymond Bingham January 28, 2000 __________________________ Director H. Raymond Bingham /s/ Kevin A. Fong January 28, 2000 __________________________ Director Kevin A. Fong /s/ David N. Strohm January 28, 2000 __________________________ Director David N. Strohm /s/ Phillip E. White January 28, 2000 __________________________ Director Phillip E. White II EXHIBIT INDEX ------------ Exhibit Number Exhibit - -------------- ------- 4 Instrument Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 0-26130 on Form 8-A, which is incorporated herein by reference pursuant to Item 3(p) of this Registration Statement. 5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, L.L.P. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, L.L.P. is contained in Exhibit 5. 23.3 Consent of Deloitte & Touche LLP, Independent Auditors. 23.4 Consent of Arthur Andersen LLP, Independent Public Accountants. 23.5 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 24 Power of Attorney. Reference is made to page II-4 of this Registration Statement. EX-5 2 OPINION AND CONSENT OF GUNDERSON DETTMER ET AL. EXHIBIT 5 January 28, 2000 Legato Systems, Inc. 3210 Porter Drive Palo Alto, CA 94304 Re: Legato Systems, Inc. ("Company") Registration Statement for Offering of Shares of Common Stock Ladies and Gentlemen: We refer to your registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of 5,257,626 shares of Common Stock available for issuance under the Company's 1995 Stock Option/Stock Issuance Plan and of 2,000,000 shares under the Employee Stock Purchase Plan. We advise you that, in our opinion, when such shares have been issued and sold pursuant to the applicable provisions of the Company's 1995 Stock Option/Stock Issuance Plan and the Employee Stock Purchase Plan, and in accordance with the Registration Statement, such shares will be validly issued, fully paid and nonassessable shares of the Company's Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, L.L.P. EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 18, 1999, except as to note 5 which is as of April 19, 1999, note 11 which is as of August 13, 1999 and the pooling of interests with Qualix Group, Inc. which is as of November 30, 1999 relating to the financial statements and financial statement schedule of Legato Systems, Inc. which appear in Legato Systems, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. /s/ PricewaterhouseCoopers LLP San Jose, California January 28, 2000 EX-23.3 4 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.3 Consent of Independent Auditors We consent to the incorporation by reference in this registration statement of Legato Systems, Inc. on Form S-8 of our report dated July 24, 1997 on the consolidated financial statements and financial statement schedule of QualixGroup, Inc. as of June 30, 1997 and for the year then ended, appearing in the annual report on Form 10-K/A of Legato Systems, Inc. for the year ended December 31, 1998. /s/ Deloitte & Touche LLP San Jose, California January 27, 2000 EX-23.4 5 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.4 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated March 2, 1999 related to the financial statements of Vinca Corporation as of December 31,1998 and 1997 and for each of the three years in the period ended December 31,1998 included in Legato Systems, Inc.'s Form 8-K/A dated October 12, 1999. /s/ Arthur Andersen LLP Salt Lake City, Utah January 28, 2000 EX-23.5 6 CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.5 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Legato Systems, Inc. of our report dated April 20, 1999 relating to the financial statements of Intelliguard Software, Inc., which appear in Legato Systems Inc.'s Report on Form 8-K/A dated May 28, 1999. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania January 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----