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As filed with the Securities and Exchange Commission on May 10, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VERITY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0182779
(State of incorporation) (I.R.S. Employer
Identification No.)
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894 ROSS DRIVE
SUNNYVALE, CA 94089
(Address of principal executive offices)
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1996 NON-STATUTORY STOCK OPTION PLAN
1997 NON-STATUTORY STOCK OPTION PLAN FOR VERITY CANADA
(Full title of the plans)
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TODD K. YAMAMI
CHIEF FINANCIAL OFFICER
VERITY, INC.
894 ROSS DRIVE
SUNNYVALE, CA 94089
(408) 541-1500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
BRETT D. WHITE, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
(650) 843-5000
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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Common Stock 2,550,000 (See Notes to $60,503,870.80 $15,125.97
(par value $0.001) Calculation of
Registration Fee)
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(1) 2,280,000 shares to be registered pursuant to the 1996 Non-Statutory
Stock Option Plan and 270,000 shares to be registered pursuant to the
1997 Non-Statutory Stock Option Plan for Verity Canada. This
registration statement shall cover any additional shares of Common Stock
which become issuable under the plans set forth herein 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 shares of the Registrant's outstanding Common
Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price of the shares to be offered under the plans
are based upon (a) the weighted average exercise price for shares
issuable pursuant to outstanding options granted under the 1996
Non-Statutory Stock Option Plan and 1997 Non-Statutory Stock Option Plan
for Verity Canada and (b) the average of the high and low prices of the
Registrant's Common Stock on May 3, 2001 as reported on the Nasdaq
National Market (pursuant to Rule 457(c) under the Securities Act of
1933, as amended) for shares reserved for future issuance under the 1996
Non-Statutory Stock Option Plan and 1997 Non-Statutory Stock Option Plan
for Verity Canada. The registration fee is calculated as follows:
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PLAN NUMBER OF SHARES OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE
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Shares issuable pursuant to
outstanding options under the
1996 Non-Statutory Stock
Option Plan 42,429 $24.75 $1,050,117.75
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Shares issuable pursuant to
outstanding options under the
1997 Non-Statutory Stock
Option Plan for Verity Canada 98,061 $18.1737 $1,782,131.20
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Shares reserved for future
issuance under the 1996 Non-
Statutory Stock Option Plan 2,237,571 $23.935 $53,556,261.89
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Shares reserved for future
issuance under the 1997 Non-
Statutory Stock Option Plan for
Verity Canada 171,939 $23.935 $4,115,359.97
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TOTAL $60,503,870.80
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-26869,
REGISTRATION STATEMENT ON FORM S-8 NO. 333-43905,
REGISTRATION STATEMENT ON FORM S-8 NO. 333-44877,
REGISTRATION STATEMENT ON FORM S-8 NO. 333-66913,
REGISTRATION STATEMENT ON FORM S-8 NO. 333-89701 AND
REGISTRATION STATEMENT ON FORM S-8 NO. 333-51642
The contents of Registration Statement on Form S-8 No. 333-26869 filed
with the Securities and Exchange Commission on May 12, 1997, Registration
Statement on Form S-8 No. 333-43905 filed with the Securities and Exchange
Commission on January 8, 1998, Registration Statement on Form S-8 No. 333-44877
filed with the Securities and Exchange Commission on January 23, 1998,
Registration Statement on Form S-8 No. 333-66913 filed with the Securities and
Exchange Commission on November 6, 1998, Registration Statement on Form S-8 No.
333-89701 filed with the Securities and Exchange Commission on October 26, 1999
and Registration Statement on Form S-8 No. 333-51642 filed with the Securities
and Exchange Commission on December 11, 2000 are incorporated by reference
herein.
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Signature Page.
99.1 1996 Non-Statutory Stock Option Plan.
99.2 1997 Non-Statutory Stock Option Plan for Verity Canada.
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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 Sunnyvale, State of California, on this 9th day of
May 2001.
VERITY, INC.
By: /s/ Gary J. Sbona
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Gary J. Sbona
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary J. Sbona and Todd K. Yamami, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto the attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that the attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully 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 dates indicated.
SIGNATURE TITLE DATE
/s/ Gary J. Sbona Chairman of the Board and Chief May 9, 2001
- ------------------------------------ Executive Officer (Principal
Gary J. Sbona Executive Officer)
/s/ Anthony J. Bettencourt President and Director May 9, 2001
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Anthony J. Bettencourt
/s/ Todd K. Yamami Chief Financial Officer May 9, 2001
- ------------------------------------ (Principal Financial and
Todd K. Yamami Accounting Officer)
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SIGNATURE TITLE DATE
/s/ Steven M. Krausz Director May 9, 2001
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Steven M. Krausz
/s/ Stephen A. MacDonald Director May 9, 2001
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Stephen A. MacDonald
- ------------------------------------ Director
Karl C. Powell
/s/ Charles P. Waite, Jr. Director May 9, 2001
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Charles P. Waite, Jr.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Signature Page.
99.1 1996 Non-Statutory Stock Option Plan.
99.2 1997 Non-Statutory Stock Option Plan for Verity Canada.