As filed with the Securities and Exchange Commission on July 29, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
FILENET CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 95-3757924
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
3565 Harbor Boulevard
Costa Mesa, California 92626
(Address of principal executive offices) (Zip code)
1995 STOCK OPTION PLAN
(Full title of the Plan)
Theodore J. Smith
President and Chief Executive Officer
FILENET CORPORATION
3565 Harbor Boulevard, Costa Mesa, California 92626
(714) 966-3400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- ------------- ------------ -------- ---
Options to purchase 650,000 N/A N/A N/A
Common Stock
(1995 Stock Option Plan)
Common Stock, 650,000 shares $20.625 $13,406,250 $4,623
$0.01 par value
(1995 Stock Option Plan)
====================================================================================
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1995 Stock Option Plan by
reason of any stock dividend, stock split, recapitalization or any other
similar transaction without receipt of consideration which results in an
increase in the number of outstanding shares of Common Stock of FileNet
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 selling prices per share of Common Stock of FileNet Corporation on
July 24, 1996, as reported by the Nasdaq National Market.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
FileNet 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, 1995, filed with the SEC on March 29, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, filed with the SEC on May 15, 1996; and
(c) The Registrant's Registration Statement No. 0-15997 on Form 8-A
filed with the SEC on June 24, 1987, in which there is described
the terms, rights and provisions applicable to the Registrant's
Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (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
Pursuant to the provisions of Section 145 of the General Corporation Law of
Delaware, the Registrant as a Delaware corporation has power 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 (other than an
action by or in the right of the Registrant) by reason of the fact that he is or
was a director, officer, employee or agent of the Registrant or of any
corporation, partnership, joint venture, trust or other enterprise for which he
is or was serving in such capacity at the request of the Registrant, against any
and all expenses, judgments, fines and amounts paid in settlement which were
reasonably incurred by him in connection with such action, suit or proceeding.
The power to indemnify applies only if such person acted in good faith and in a
manner he reasonably believed to be in the best interests, or not opposed to the
best interests, of the Registrant and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of the
Registrant as well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself. In
such actions, however, no indemnification will be made if there is any
adjudication of negligence or misconduct, unless the court, in its discretion,
feels that in the light of all the circumstances indemnification should apply.
To the extent any such person is successful in the defense of the actions
referred to above, such person is entitled pursuant to Section 145 of the
General Corporation Law of Delaware to indemnification as described above.
Section 145 also grants power to advance litigation expenses upon receipt of an
undertaking to repay such advances in the event no right to indemnification is
subsequently shown. The Registrant may also obtain insurance at its expense to
protect anyone who might be indemnified, or has a right to insist on
indemnification, under the statute.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Exhibit
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants -- Deloitte & Touche LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 1995 Stock Option Plan.
99.2 Form of Notice of Grant of Stock Option (incorporated by
reference to Exhibit No. 99.2 of Registration Statement
No. 33-80899).
99.3 Form of Stock Option Agreement (incorporated by reference to
Exhibit No. 99.3 of Registration Statement No. 33-80899).
99.4 Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Corporate Transaction) (incorporated by
reference to Exhibit No. 99.4 of Registration Statement No.
33-80899).
99.5 Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Change in Control)(incorporated by
reference to Exhibit No. 99.5 of Registration Statement No.
33-80899).
99.6 Form of Salary Reduction Option Grant Election (incorporated
by reference to Exhibit No. 99.6 of Registration Statement No.
33-80899).
99.7 Form of Notice of Grant under Salary Reduction Option Grant
Program. (incorporated by reference to Exhibit No. 99.7 of
Registration Statement No. 33-80899).
99.8 Form of Salary Reduction Stock Option Agreement (incorporated
by reference to Exhibit No. 99.8 of Registration Statement No.
33-80899).
99.9 Form of Notice of Grant of Non-Employee Director
Automatic Stock Option (Initial Grant)(incorporated by
reference to Exhibit No. 99.9 of Registration Statement No.
33-80899).
99.10 Form of Notice of Grant of Non-Employee Director
Automatic Stock Option (Annual Grant)(incorporated by
reference to Exhibit No. 99.10 of Registration Statement No.
33-80899).
II-2
99.11 Form of Automatic Stock Option Agreement (incorporated by
reference to Exhibit No. 99.11 of Registration Statement No.
33-80899).
99.12 Form of Director Fee Election (incorporated by reference to
Exhibit No. 99.12 of Registration Statement No. 33-80899).
99.13 Form of Notice of Grant of Non-Employee Director Stock Option
under Director Fee Option Grant Program (incorporated by
reference to Exhibit No. 99.13 of Registration Statement No.
33-80899).
99.14 Form of Director Fee Stock Option Agreement (incorporated by
reference to Exhibit No. 99.14 of Registration Statement No.
33-80899).
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 Securities Act of 1933, as amended (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 upon the termination of the
Registrant's 1995 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 indemnity provisions summarized in Item 6 or otherwise, the
Registrant has been informed 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 Costa Mesa, State of California on July 25,
1996.
FILENET CORPORATION
By: /s/ Theodore J. Smith
--------------------------
Theodore J. Smith
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of FileNet Corporation, a
Delaware corporation, do hereby constitute and appoint Theodore J. Smith and
Mark S. St. Clare, and each 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, or 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
regulation 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.
Date: July 25, 1996
Signatures: Title: Date
- ----------- ------ ----
/s/ Theodore J. Smith Chairman of the Board, President July 25, 1996
- --------------------- and Chief Executive Officer
Theodore J. Smith (Principal Executive Officer)
II-4
/s/ Mark S. St. Clare Senior Vice President, Finance, July 25, 1996
- --------------------- Chief Financial Officer & Secretary
Mark S. St. Clare (Principal Financial Officer)
/s/ William R. Hughes Controller (Principal Accounting July 25, 1996
- --------------------- Officer)
William R. Hughes
/s/ J. Burgess Jamieson Director July 25, 1996
- -----------------------
J. Burgess Jamieson
/s/ Frederick K. Fluegel Director July 25, 1996
- ------------------------
Frederick K. Fluegel
/s/ John C. Savage Director July 25, 1996
- -----------------------------------
John C. Savage
/s/ William P. Lyons Director July 25, 1996
- --------------------
William P. Lyons
II-5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
FILENET CORPORATION
EXHIBIT INDEX
-------------
Exhibit
No. Exhibit
--- -------
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants -- Deloitte & Touche LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 1995 Stock Option Plan.
99.2 Form of Notice of Grant of Stock Option (incorporated by
reference to Exhibit No. 99.2 of Registration Statement No.
33-80899).
99.3 Form of Stock Option Agreement (incorporated by reference
to Exhibit No. 99.3 of Registration Statement No. 33-80899).
99.4 Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Corporate Transaction)(incorporated by
reference to Exhibit No. 99.4 of Registration Statement
No. 33-80899).
99.5 Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Change in Control)(incorporated by
reference to Exhibit No. 99.5 of Registration Statement No.
33-80899).
99.6 Form of Salary Reduction Option Grant Election (incorporated
by reference to Exhibit No.99.6 of Registration Statement No.
33-80899).
99.7 Form of Notice of Grant under Salary Reduction Option Grant
Program (incorporated by reference to Exhibit No. 99.7 of
Registration Statement No. 33-80899).
99.8 Form of Salary Reduction Stock Option Agreement(incorporated
by reference to Exhibit No. 99.8 of Registration Statement No.
33-80899).
99.9 Form of Notice of Grant of Non-Employee Director Automatic
Stock Option (Initial Grant)(incorporated by reference to
Exhibit No. 99.9 of Registration Statement No. 33-80899).
99.10 Form of Notice of Grant of Non-Employee Director Automatic
Stock Option (Annual Grant)(incorporated by reference to
Exhibit No. 99.10 of Registration Statement No. 33-80899).
99.11 Form of Automatic Stock Option Agreement(incorporated by
reference to Exhibit No. 99.11 of Registration Statement No.
33-80899).
99.12 Form of Director Fee Election (incorporated by reference
to Exhibit No. 99.12 of Registration Statement No. 33-80899.
99.13 Form of Notice of Grant of Non-Employee Director Stock Option
under Director Fee Option Grant Program (incorporated by
reference to Exhibit No.99.13 of Registration Statement No.
33-80899).
99.14 Form of Director Fee Stock Option Agreement (incorporated
by reference to Exhibit No.99.14 of Registration Statement No.
33-80899).