As filed with the Securities and Exchange Commission on August 20, 1997
Registration No. 333-
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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)
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1995 STOCK OPTION PLAN
1988 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
CERTAIN OPTION GRANT TO MR. ROBERTS PURSUANT
TO WRITTEN COMPENSATION AGREEMENT
CERTAIN OPTION GRANT TO MR. ERCANBRACK PURSUANT
TO WRITTEN COMPENSATION AGREEMENT
(Full title of the Plans)
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Theodore J. Smith
Chairman of the Board 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)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share Price Fee
1995 STOCK OPTION PLAN
Common Stock,
$0.01 par value 600,000 shares $18.8125(2) $11,287,500(2) $3,420
1988 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
Common Stock,
$0.01 par value 150,000 shares $18.8125(2) $2,821875(2) $855
OPTION GRANT TO MR. ROBERTS
Common Stock,
$0.01 par value 300,000 shares $14.3125(3) $4,293,750(3) $1,302
OPTION GRANT TO MR. ERCANBRACK
Common Stock,
$0.01 par value 80,000 shares $15.06(4) $1,204,800(4) $365
Aggregate Filing Fee $5,942
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1995 Stock Option Plan, the
1988 Employee Qualified Stock Purchase Plan, the Option Grant to Mr.
Roberts or the Option Grant to Mr. Ercanbrack 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
August 15, 1997, as reported on the Nasdaq National Market.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the exercise price in
effect for the Option Grant made to Mr. Roberts.
(4) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the exercise price in
effect for the Option Grant made to Mr. Ercanbrack.
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, 1996, filed with the SEC on April 4, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarters ended
June 30, 1997, and March 31, 1997, filed with the SEC on August 145,
1997, and May 15, 1997, respectively; 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 or
she 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
or she 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 or her 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 or she 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 or she had no reasonable
cause to believe his or her conduct was unlawful.
The power to indemnify also applies to actions brought by or in the right
of the Registrant, 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
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 0-15997 on Form 8-A thereto, which
is incorporated herein by reference pursuant to Item 3(c) of this
Registration Statement.
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 (as Amended and Restated March 20, 1997).
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).
99.10Form 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).
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99.11Form of Automatic Stock Option Agreement.
99.12Form of Director Fee Election (incorporated by reference to Exhibit No.
99.12 of Registration Statement No. 33-80899).
99.13Form 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).
99.14Form of Director Fee Stock Option Agreement (incorporated by reference to
Exhibit No. 99.14 of Registration Statement No. 33-80899).
99.151988 Employee Qualified Stock Purchase Plan (as Amended and Restated
through 3/20/97).
99.16Written Compensation Agreement between Registrant and Mr. Roberts.
99.17Non-Statutory Stock Option Agreement (with Notice of Grant of Stock Option
and Special Addendum) between Registrant and Mr. Roberts.
99.18Written Compensation Agreement between Registrant and Mr. Ercanbrack.
99.19Non-Statutory Stock Option Agreement (with Notice of Grant of Stock Option
and Special Addendum) between Registrant and Mr. Ercanbrack.
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 or the 1988 Employee Qualified Stock
Purchase Plan or upon the expiration of the Option Grant made to Mr. Roberts or
the Option Grant made to Mr. Ercanbrack.
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.
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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 August 20, 1997.
FILENET CORPORATION
By: /s/ Theodore J. Smith
Theodore J. Smith
Chairman of the Board 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.
Signatures Title Date
/s/ Theodore J. Smith Chairman of the Board and August 20, 1997
Theodore J. Smith Chief Executive Officer
(Principal Executive Officer)
II-4
Signatures Title Date
/s/Lee David Roberts President and Chief Operating Officer August 20, 1997
Lee David Roberts
/s/ Mark S. St. Clare Senior Vice President, Finance, August 20, 1997
Mark S. St. Clare Chief Financial Officer & Secretary
(Principal Financial Officer)
(Principal Accounting Officer)
/s/ Frederick K. Fluegel Director July 16, 1997
Frederick K. Fluegel
/s/ John C. Savage Director August 20, 1997
John C. Savage
/s/ William P. Lyons Director August 20, 1997
William P. Lyons
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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
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 0-15997 on Form 8-A thereto,
which is incorporated herein by reference pursuant to Item 3(c) of
this Registration Statement.
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 (As Amended and Restated March 20, 1997).
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.
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).
99.15 1988 Employee Qualified Stock Purchase Plan (As Amended and Restated
through 3/20/97).
99.16 Written Compensation Agreement between Registrant and Mr. Roberts.
99.17 Non-Statutory Stock Option Agreement (with Notice of Grant of Stock
Option and Special Addendum) between Registrant and Mr. Roberts. 99.18
Written Compensation Agreement between Registrant and Mr. Ercanbrack.
99.19 Non-Statutory Stock Option Agreement (with Notice of Grant of Stock
Option and Special Addendum) between Registrant and Mr. Ercanbrack.