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As filed with the Securities and Exchange Commission on August 10, 1998
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 of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2840 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95051
(Address of Principal Executive Offices)
1996 EMPLOYEE STOCK PURCHASE PLAN
1996 DIRECTORS STOCK OPTION 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:
Dorothy L. Hines, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
AMOUNT PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE TO BE OFFERING PRICE PER PRICE REGISTRATION FEE
REGISTERED REGISTERED SHARE
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Common Stock, $0.001 par value 1,600,000(1) $7.0625(2) $11,300,000 $3,333.50(3)
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(1) Additional shares available for issuance under the 1996 Employee Stock
Purchase Plan (300,000 shares) and available for grant and not yet
subject to outstanding options under the 1996 Directors Stock Option Plan
(75,000 shares) and the 1996 Equity Incentive Plan (1,225,000 shares).
(2) Calculated based on the average of the high and low prices reported on
the Nasdaq National Market as of August 4, 1998 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 .0295% 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 1,225,000 shares of the Registrant's
Common Stock covered by the Registrant's 1996 Equity Incentive Plan, as amended
through April 1, 1998 (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, as amended through April 1, 1998 (the "Purchase Plan"). The
contents of the Registrant's Registration Statements on Form S-8, Commission
File Nos. 333-04666 and 333-31833, previously filed with the Commission on May
3, 1996 and July 22, 1997, respectively, with respect to the Incentive Plan and
the Purchase Plan are incorporated herein by reference. This Registration
Statement is also being filed with the Commission to include an additional
75,000 shares of the Registrant's Common Stock covered by the Registrant's 1996
Directors Stock Option Plan, as amended through April 1, 1998 (the "Directors
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 8,
1996, is also incorporated herein by reference with respect to the Directors
Plan.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997 filed on March 30, 1998
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, 1997; and
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 filed on May 15, 1997
pursuant to Section 13(a) of the Exchange Act.
(c) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on
Form 8-A filed under Section 12(g) of the Exchange Act,
including any amendment or report filed for the purpose
of updating such description.
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
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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 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).
4.04 Form of specimen certificate for Registrant's Common
Stock (incorporated herein by reference to Exhibit 4.01
of the Form S-1).
4.05 Registrant's 1996 Employee Stock Purchase Plan, as
amended through April 1, 1998.
4.06 Registrant's 1996 Equity Incentive Plan and related
documents, as amended through April 1, 1998.
4.07 Registrant's 1996 Directors Stock Option Plan and
related documents, as amended through April 1, 1998.
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 6th day of
August, 1998.
EDIFY CORPORATION
By: /s/ Stephanie A. Vinella
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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 August 6, 1998
- ------------------------------------ a Director
Jeffrey M. Crowe
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Stephanie A. Vinella Vice President of Finance and August 6, 1998
- ------------------------------------ Administration and Chief Financial
Stephanie A. Vinella Officer
ADDITIONAL DIRECTORS:
/s/ Stephen M. Berkley Director August 6, 1998
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Stephen M. Berkley
/s/ Kelly D, Conway Director August 6, 1998
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Kelly D. Conway
/s/ Tench Coxe Director August 6, 1998
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Tench Coxe
/s/ Donald R. Hollis Director August 6, 1998
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Donald R. Hollis
/s/ Stewart A. Schuster Director August 6, 1998
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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 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).
4.04 Form of specimen certificate for Registrant's Common Stock
(incorporated herein by reference to Exhibit 4.01 of the Form
S-1).
4.05 Registrant's 1996 Employee Stock Purchase Plan, as amended
through April 1, 1998.
4.06 Registrant's 1996 Equity Incentive Plan and related documents,
as amended through April 1, 1998.
4.07 Registrant's 1996 Directors Stock Option Plan and related
documents, as amended through April 1, 1998.
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 (included on page 5).
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