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As filed with the Securities and Exchange Commission on July 22, 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
EDIFY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0250992
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2840 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95051
(Address of Principal Executive Offices)
1996 EMPLOYEE STOCK PURCHASE PLAN
1996 EQUITY INCENTIVE PLAN
(Full Title of the Plans)
STEPHANIE A. VINELLA
CHIEF FINANCIAL OFFICER
EDIFY CORPORATION
2840 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95051
(408) 942-2000
(Name, Address and Telephone Number of Agent For Service)
COPIES TO:
Gordon K. Davidson, Esq.
Katherine Tallman Schuda, Esq.
Fenwick & West
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE
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Common Stock, $0.001 par value 1,600,000(1) $16.75(2) $26,800,000 $8,121.21
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(1) Additional shares available for grant and not yet subject to outstanding
options as of June 30, 1997 under the 1996 Equity Incentive Plan (1,300,000
shares) and available for issuance as of June 30, 1997 under the 1996
Employee Stock Purchase Plan (300,000 shares).
(2) Estimated as of July 21, 1997 pursuant to Rule 457(c) solely for the
purpose of calculating the registration fee.
(3) Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended. This amount equals 1/33 of 1% of the proposed maximum aggregate
offering price.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, this Registration
Statement is being filed with the Securities and Exchange Commission (the
"Commission") to include an additional 1,300,000 shares of the Registrant's
Common Stock covered by the Registrant's 1996 Equity Incentive Plan, as amended
through July 21, 1997 (the "Incentive Plan") and an additional 300,000 shares of
the Registrant's Common Stock covered by the Registrant's 1996 Employee Stock
Purchase Plan (the "Purchase Plan"). The contents of the Registrant's
Registration Statement on Form S-8 (Commission File No. 333-04666), previously
filed with the Commission on May 3, 1996, with respect to the Incentive Plan and
the Purchase Plan are incorporated herein by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996 filed on March 27, 1997
pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act), which
Annual Report contains audited financial statements for
the year ended December 31, 1996; and
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 filed on May 13, 1997
pursuant to Section 13(a) of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
ITEM 8. EXHIBITS.
4.01 Restated Certificate of Incorporation (incorporated
herein by reference to Exhibit 3.03.1 to Registrant's
Annual Report on Form 10-K for the year ended December
31, 1996, File No. 0-28480 [the "1996 10-K"]).
4.02 Bylaws (incorporated herein by reference to Exhibit
3.04 to Registrant's Registration Statement on Form S-1
(No. 333-02020) declared effective on May 2, 1996 [the
"Form S-1"]).
4.03 Registrant's 1996 Equity Incentive Plan and related
documents.
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4.04 Registrant's 1996 Employee Stock Purchase Plan.
4.05 Form of specimen certificate for Registrant's Common
Stock (incorporated herein by reference to Exhibit 4.01
of the Form S-1).
4.06 Second Amended and Restated Registration Rights
Agreement dated as of October 26, 1995 (incorporated
herein by reference to Exhibit 4.02 of the Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit
5.01).
23.02 Consent of KPMG Peat Marwick LLP, Independent Auditors.
24.01 Power of Attorney (see page 5).
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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 Santa Clara, State of California, on this 21st day of
July, 1997.
EDIFY CORPORATION
By: /s/ Stephanie A. Vinella
____________________________________
Stephanie A. Vinella, Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Jeffrey M. Crowe and Stephanie A.
Vinella, and each of them, his or her true and lawful attorneys-in-fact and
agents with full power of substitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said 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 and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or her or their substitute
or substitutes, 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
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PRINCIPAL EXECUTIVE OFFICER:
/s/ Jeffrey M. Crowe President, Chief Executive Officer and July 21, 1997
- ------------------------------------ a Director
Jeffrey M. Crowe
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Stephanie A. Vinella Vice President of Finance and July 21, 1997
- ------------------------------------ Administration and Chief Financial
Stephanie A. Vinella Officer
ADDITIONAL DIRECTORS:
/s/ Stephen M. Berkley Director July 21, 1997
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Stephen M. Berkley
/s/ Tench Coxe Director July 21, 1997
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Tench Coxe
/s/ Stewart A. Schuster Director July 21, 1997
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Stewart A. Schuster
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EXHIBIT INDEX
Exhibit No. Description
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4.01 Restated Certificate of Incorporation (incorporated herein by
reference to Exhibit 3.03.1 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996, File No. 0-28480
[the "1996 10-K"]).
4.02 Bylaws (incorporated herein by reference to Exhibit 3.04 to
Registrant's Registration Statement on Form S-1 (No. 333-02020)
declared effective on May 2, 1996 [the "Form S-1"]).
4.03 Registrant's 1996 Equity Incentive Plan and related documents.
4.04 Registrant's 1996 Employee Stock Purchase Plan.
4.05 Form of specimen certificate for Registrant's Common Stock
(incorporated herein by reference to Exhibit 4.01 of the Form
S-1).
4.06 Second Amended and Restated Registration Rights Agreement dated
as of October 26, 1995 (incorporated by reference to Exhibit
4.02 of the Form S-1).
5.01 Opinion of Fenwick & West LLP
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of KPMG Peat Marwick LLP, Independent Auditors.
24.01 Power of Attorney (see page 5).