1
As filed with the Securities and Exchange Commission on August 21, 1998
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PIXAR
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 68-0086179
- ------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
1001 WEST CUTTING BOULEVARD, RICHMOND, CALIFORNIA 94804
(Address, including zip code, of Registrants Principal Executive Offices)
----------------------
1995 STOCK PLAN
(Full title of the plan)
----------------------
LAWRENCE B. LEVY
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PIXAR
1001 WEST CUTTING BOULEVARD
RICHMOND, CALIFORNIA 94804
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(510)236-4000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------------
Copy to:
JAMES N. STRAWBRIDGE, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
----------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION
PER SHARE PRICE FEE
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value, reserved and
outstanding under 1995 Stock Plan 2,772,321(1) $25.24/42.22(2) $73,822,646(2) $21,778
- --------------------------------------------------------------------------------------------------------------------------------
================================================================================================================================
(1) Includes the following increases to the number of shares of the
Registrant's Common Stock reserved for issuance under the 1995 Stock Plan:
(i) an increase of 1,000,000 shares, which increase was previously approved
by the Company's Board and shareholders, (ii) an automatic annual increase
of 1,272,321 shares, which annual increase is provided for in the 1995
Stock Plan and (iii) an increase of 500,000 shares, which increase was
previously approved by the Company's Board and shareholders.
(2) Computed in accordance with Rules 457(h) and 457(c) under the Securities
Act of 1933. Such computation is based on the weighted average exercise
price of $25.24 per share covering 2,545,627 outstanding options and the
estimated exercise price of $42.22 per share covering 226,694 authorized
but unissued shares. The estimated exercise price of $42.22 per share was
computed in accordance with Rule 457 by averaging the high and low prices
of a share of Pixar Common Stock as reported on the Nasdaq National Market
on August 17, 1998.
================================================================================
2
PIXAR
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Registrant:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, as amended by Amendment No. 1 to the Registrant's
Annual Report on Form 10-K/A, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998, filed pursuant to Section 13(a) of the Exchange
Act.
3. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1998, filed pursuant to Section 13(a) of the Exchange
Act.
4. The Registrant's Current Report on Form 8-K dated April 23, 1998,
filed pursuant to Section 13(a) of the Exchange Act.
5. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated October 10,
1995, filed pursuant to Section 12(g) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Larry W. Sonsini, a member of the law firm Wilson Sonsini Goodrich & Rosati
which is giving an opinion upon the validity of the shares being registered, is
a director of the Registrant and holds options to purchase 40,000 shares of the
Registrant's Common Stock.
1
3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Article IV of the Registrant's Amended and Restated Articles of
Incorporation, and Article VI of the Registrant's Amended and Restated Bylaws,
as amended, provide for indemnification of its directors, officers, employees
and other agents to the maximum extent permitted by the California Corporations
Code. In addition, the Registrant has entered into Indemnification Agreements
with its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. INDEX TO EXHIBITS.
Exhibit
Number Description of Document
- ------- -----------------------------------------------------------------------
4.1 Amended and Restated Articles of Incorporation (1)
4.2 Amended and Restated Bylaws, as amended (2)
4.3 1995 Stock Plan, as amended (3)
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Accountants' Consent
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 4)
- ------------------
(1) Incorporated by reference to the Registrants' Registration Statement on
Form S-1, as amended (File No. 33-97918).
(2) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1997.
(3) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1998.
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:
2
4
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(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;
(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)(1)(i) and (a)(1)(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 Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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 Securities
Act of 1933 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 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 of 1933 and will be governed by the
final adjudication of such issue.
3
5
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 Richmond, State of California, on this 21st day of
August 1998.
PIXAR
By: /s/ Lawrence B. Levy
-------------------------------------
Lawrence B. Levy,
Executive President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints, jointly and severally, Steven P. Jobs, Lawrence B.
Levy and Edwin E. Catmull, or any of them (with full power to each of them to
act alone), as his or her true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him or her and on his or
her behalf to sign, execute and file this Registration Statement and any or all
amendments (including, without limitation, post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and any
all documents required to be filed with respect therewith, with the Securities
and Exchange Commission or any regulatory authority, granting unto such
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 and about the premises in order to effectuate the same as
fully to all intents and purposes as he or she might or could do if personally
present, hereby ratifying and confirming all that such 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.
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. Signatures Title Date
Signatures Title Date
- ------------------------------ ------------------------------------ -----------------------
/s/ Steven P. Jobs Chairman of the Board and August 21, 1998
- ------------------------------ Chief Executive Officer
Steven P. Jobs (Principal Executive Officer)
/s/ Lawrence B. Levy Executive Vice President and August 21, 1998
- ------------------------------ Chief Financial Officer
Lawrence B. Levy (Principal Financial and
Accounting Officer)
/s/ Skip M. Brittenham Director August 21, 1998
- ------------------------------
Skip M. Brittenham
/s/ Joseph A. Graziano Director August 21, 1998
- ------------------------------
Joseph A. Graziano
/s/ Larry W. Sonsini Director August 21, 1998
- ------------------------------
Larry W. Sonsini
/s/ Jill E. Barad Director August 21, 1998
- ------------------------------
Jill E. Barad
4
6
EXHIBIT INDEX
Exhibit
Number Description of Document
- ------- -----------------------------------------------------------------------
4.1 Amended and Restated Articles of Incorporation (1)
4.2 Amended and Restated Bylaws, as amended (2)
4.3 1995 Stock Plan, as amended (3)
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Accountants' Consent
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 4)
- ------------------
(1) Incorporated by reference to the Registrants' Registration Statement on
Form S-1, as amended (File No. 33-97918).
(2) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1997.
(3) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1998.