-----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, NG0a5WMOqWNDkO80unB2GSiaWFPE6MV7xttjfXkSkN1jcUz0CycPLR5bdJAMwF+7 A5Xa3qzmmKC33iEX8fNQpw== 0000891618-98-002892.txt : 19980617 0000891618-98-002892.hdr.sgml : 19980617 ACCESSION NUMBER: 0000891618-98-002892 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980616 EFFECTIVENESS DATE: 19980616 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: REMEDY CORP CENTRAL INDEX KEY: 0000936653 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770265675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-56931 FILM NUMBER: 98648942 BUSINESS ADDRESS: STREET 1: 1505 SALADO DR CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 4159035200 MAIL ADDRESS: STREET 1: 1505 SALADO DRIVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 S-8 1 FORM S-8 REGISTRATION STATEMENT 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 1998 REGISTRATION NO. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 REMEDY CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE 77-0265675 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 1505 SALADO DRIVE MOUNTAIN VIEW, CALIFORNIA 94043 (Address of principal executive offices) (Zip Code) 1995 STOCK OPTION/STOCK ISSUANCE PLAN 1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN EMPLOYEE STOCK PURCHASE PLAN INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (Full title of the Plans) GEORGE A. DE URIOSTE CHIEF FINANCIAL OFFICER 1505 SALADO DRIVE, MOUNTAIN VIEW, CA 94043 (Name and address of agent for service) (650) 903-5200 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE (2) OFFERING PRICE(2) FEE --------------------------- ----------------- ------------- ----------------- ------------- 1995 Stock Option/Stock Issuance Plan: Options to purchase Common Stock 3,068,643 N/A N/A N/A Common Stock, $0.00005 par value 3,068,643 Shares $17.09375 $52,454,616 $15,474 Employee Stock Purchase Plan Common Stock, $0.00005 par value 920,593 Shares $17.09375 $15,736,387 $4,642 International Employee Stock Purchase Plan Common Stock, $0.00005 par value 920,593 Shares N/A N/A N/A 1995 Non-Employee Directors Stock Option Plan: Options to purchase Common Stock 37,500 N/A N/A N/A Common Stock, $0.00005 par value 37,500 Shares $17.09375 $641,016 $190 ==================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Remedy Corporation 1995 Stock Option/Stock Issuance Plan, 1995 Non-Employee Directors Stock Option Plan, Employee Stock Purchase Plan and International 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 Remedy Corporation. (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 Remedy Corporation as reported on the Nasdaq National Market on June 12, 1998. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference Remedy Corporation (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, 1997; (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998; and (c) The Registrant's Registration Statement No. 0-25494 on Form 8-A filed with the SEC on January 31, 1995, and amended on March 14, 1995, pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the "1934 Act"), in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock. 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. 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"). Article VII of the Registrant's Bylaws provides 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. The Registrant's Certificate of Incorporation provides that, pursuant to Delaware law, its directors shall not be liable for monetary damages for breach of the directors' fiduciary duty as directors to the Registrant and its stockholders. This provision in the Certificate of Incorporation does not eliminate the directors' fiduciary duty, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to the Registrant for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit of the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. 3 Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits
Exhibit Number Exhibit - -------------- ------- 4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 0-25494 on Form 8-A, which is incorporated herein by reference pursuant to Item 3(c) of this Registration Statement 5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-3 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, Employee Stock Purchase Plan, International Employee Stock Purchase Plan and/or 1995 Non-Employee Directors Stock Option 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 for 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-2 4 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 Mountain View, State of California, on this 4th day of June, 1998. REMEDY CORPORATION By: /s/ LAWRENCE L. GARLICK ------------------------------- Lawrence L. Garlick Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of Remedy Corporation, a Delaware corporation, do hereby constitute and appoint Lawrence L. Garlick and George A. de Urioste, 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 each 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/ LAWRENCE L. GARLICK Chairman of the Board June 4, 1998 - ------------------------------- and Chief Executive Officer Lawrence L. Garlick (Principal Executive Officer) /s/ GEORGE A. DE URIOSTE Vice President, Finance and June 11, 1998 - ------------------------------- Chief Financial Officer (Principal George A. de Urioste Financial and Accounting Officer)
II-3 5
Signature Title Date - --------- ----- ---- Director __________, 1998 - ------------------------------- Harvey C. Jones, Jr. /s/ DAVID A. MAHLER Director June 10, 1998 - ------------------------------- David A. Mahler /s/ JOHN F. SHOCH Director June 11, 1998 - ------------------------------- John F. Shoch Director __________, 1998 - ------------------------------- James R. Swartz
II-4 6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933 REMEDY CORPORATION 7 EXHIBIT INDEX
Exhibit Number Exhibit ------ ------- 4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 0-25494 on Form 8-A, which is incorporated herein by reference pursuant to Item 3(c) of this Registration Statement. 5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-3 of this Registration Statement.
EX-5 2 OPINION AND CONSENT OF GUNDERSON DETTMER STOUGH 1 EXHIBIT 5 , 1998 Remedy Corporation 1505 Salado Drive Mountain View, California 94043 Re: Remedy Corporation (the "Company") Registration Statement for an aggregate of 4,026,736 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 the (i) 3,068,643 shares of Common Stock available for issuance under the Company's 1995 Stock Option/Stock Issuance Plan, (ii) 920,593 shares of Common Stock available for issuance under the Company's Employee Stock Purchase Plan, (iii) 920,593 shares of Common Stock available for issuance under the Company's International Employee Stock Purchase Plan and (iv) 37,500 shares of Common Stock available for issuance under the Company's 1995 Non-Employee Directors Stock Option 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, Employee Stock Purchase Plan, International Employee Stock Purchase Plan and the 1995 Non-Employee Directors Stock Option 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, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP EX-23.1 3 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS 1 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 1995 Stock Option/Stock Issuance Plan, the 1995 Non-Employee Directors Stock Option Plan, Employee Stock Purchase Plan and International Employee Stock Purchase Plan of our reports dated January 22, 1998, with respect to the consolidated financial statements and schedule of Remedy Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. Palo Alto, California June 11, 1998 -----END PRIVACY-ENHANCED MESSAGE-----