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As filed with the Securities and Exchange Commission on ___________, 19__
Registration No. 33-_______
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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.)
894 Ross Drive
Sunnyvale, California 94089
(Address of principal executive offices)
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1997 Nonstatutory Stock Option Plan for Verity Canada
(Full title of the plans)
James E. Ticehurst
Vice President, Administration and Controller
Verity, Inc.
894 Ross Drive
Sunnyvale, California 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:
Tahir J. Naim, Esq.
Cooley Godward LLP
Five Palo Alto Square
Palo Alto, CA 94306-2155
(650) 843-5000
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Page 1 of ____
Exhibit Index at Page ____
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Stock Options and
Common Stock (par
value $.001) 190,000 $4.875 $926,250.00 $273.24
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(1) 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 are based upon: (i) 30,300 shares subject to
options to be granted under the Plan based on the average of the high
and low prices of Registrant's Common Stock on January 21, 1998 as
reported on the Nasdaq National Market and (ii) 159,700 shares subject
to existing options based upon the price at which such options may be
exercised.
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ii.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Verity, Inc. (the "Company") with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.
(c) The description of the Company's Common Stock which is contained in
a registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
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 offered
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 of this
registration statement from the date of the filing of such reports and
documents.
DESCRIPTION OF SECURITIES
Not applicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
1.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law the Company
has broad powers to eliminate the personal liability of directors to
corporations and their stockholders for monetary damages for breach or alleged
breach of the directors' "duty of care." While the relevant statute does not
change directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission. The statute has
no effect on directors' duty of loyalty, acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, illegal payment
of dividends and approval of any transaction from which a director derives an
improper personal benefit.
The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The Bylaws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law. Section 145 of the General Corporation Law of
the State of Delaware provides for indemnification in terms sufficiently broad
to indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.
In addition, the Company has entered into indemnity agreements with each
of its directors and executive officers. Such indemnity agreements contain
provisions which are in some respects broader than the specific indemnification
provisions contained in Delaware law.
EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
EXHIBITS
EXHIBIT
NUMBER
- -------
4.1 Certificate of Incorporation of the Company is incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement
on Form S-1 filed with the Securities and Exchange Commission on
August 25, 1995, as amended (File No. 33-96228).
4.2 Bylaws of the Company are incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on August 25, 1995,
as amended (File No. 33-96228).
4.3 Agreement and Plan of Merger between Verity, Inc., a California
corporation, and the Company, filed September 22, 1995, is
incorporated by reference to Exhibit 2.1 to the Company's
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on August 25, 1995, as amended (File No.
33-96228).
4.4 Stock Purchase Rights Plan is incorporated by reference to the
exhibits to the Company's report on Form 8-K filed with the
Securities and Exchange Commission on October 10, 1996.
5 Opinion of Cooley Godward llp.
23.1 Consent of Independent Accountants.
2.
5
23.2 Consent of Cooley Godward llp is contained in Exhibit 5 to this
Registration Statement.
24 Power of Attorney is set forth on the signature pages.
99.1 1997 Nonstatutory Stock Option Plan for Verity Canada.
99.2 Nonstatutory Stock Option Agreement used in connection with the
1997 Nonstatutory Stock Option Plan for Verity Canada.
UNDERTAKINGS
1. Rule 415 Offering. The undersigned registrant hereby undertakes:
(a) 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do 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 issuer pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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 offering.
2. Filing Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the
3.
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Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
4.
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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 Sunnyvale, State of California, on January 23,
1998.
VERITY, INC.
By /s/ James E. Ticehurst
-------------------------------------
Title Vice President, Administration
and Controller
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears on the following page constitutes and appoints Gary J. Sbona and James
E. Ticehurst, 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
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 connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
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.
5.
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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
- ------------------------------- President and Chief Executive January 23, 1998
Gary J. Sbona Officer
/s/ James E. Ticehurst
- ------------------------------- Vice President, Administration January 23, 1998
James E. Ticehurst and Controller
/s/ Steven Krausz
- ------------------------------- Director January 23, 1998
Steven Krausz
/s/ Stephen A. MacDonald
- ------------------------------- Director January 23, 1998
Stephen A. MacDonald
/s/ Charles Waite, Jr.
- ------------------------------- Director January 23, 1998
Charles Waite, Jr.
6.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER
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4.1 Certificate of Incorporation of the Company is incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on August
25, 1995, as amended (File No. 33-96228)
4.2 Bylaws of the Company is incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on August 25, 1995, as amended
(File No. 33-96228)
4.3 Agreement and Plan of Merger between Verity, Inc., a California
corporation, and the Company, filed September 22, 1995, is
incorporated by reference to Exhibit 2.1 to the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on August 25, 1995, as amended (File No. 33-96228).
4.4 Stock Purchase Rights Plan is incorporated by reference to the
exhibits to the Company's report on Form 8-K filed with the Securities
and Exchange Commission on October 10, 1996
5 Opinion of Cooley Godward llp
23.1 Independent Accountants
23.2 Consent of Cooley Godward llp is contained in Exhibit 5 to this
Registration Statement
24 Power of Attorney is set forth on the signature pages.
99.1 1997 Nonstatutory Stock Option Plan for Verity Canada
99.2 Nonstatutory Stock Option Agreement used in connection with the 1997
Nonstatutory Stock Option Plan for Verity Canada
7.