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As filed with the Securities and Exchange Commission on July 30, 1999
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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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
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Common Stock, $0.001 par value 1,650,000(1) $ 11.00(2) $18,150,000 $ 5,045.70(3)
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(1) Additional shares available for issuance under the 1996 Employee Stock
Purchase Plan (750,000 shares) and available for grant and not yet
subject to outstanding options under the 1996 Directors Stock Option
Plan (50,000 shares) and the 1996 Equity Incentive Plan (850,000
shares); including preferred stock purchase rights appurtenant thereto.
(2) Calculated based on the average of the high and low prices reported on
the Nasdaq National Market as of July 27, 1999 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 .0278% 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 850,000 shares of the Registrant's Common
Stock covered by the Registrant's 1996 Equity Incentive Plan, as amended through
May 26, 1999 (the "Incentive Plan") and an additional 750,000 shares of the
Registrant's Common Stock covered by the Registrant's 1996 Employee Stock
Purchase Plan, as amended through May 26, 1999 (the "Purchase Plan"). The
contents of the Registrant's Registration Statements on Form S-8, Commission
File Nos. 333-04666, 333-31833 and 333-61109, previously filed with the
Commission on May 3, 1996, July 22, 1997 and August 10, 1998, 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 50,000 shares of the Registrant's Common Stock covered
by the Registrant's 1996 Directors Stock Option Plan, as amended through May 26,
1999 (the "Directors Plan"). The contents of the Registrant's Registration
Statement on Form S-8, Commission File No. 333-04666 and 333-61109, previously
filed with the Commission on May 8, 1996 and August 10, 1998, respectively, 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, 1998 filed on March 29, 1999 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, 1998;
(b) The Registrant's Current Report on Form 8-K filed on May 20,
1999;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 filed on May 14, 1999 pursuant to Section
13(a) of the Exchange Act;
(d) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed
March 12, 1996 under Section 12(g) of the Exchange Act ("1996
Form 8-A"), including any amendment or report filed for the
purpose of updating such description; and
(e) The description of the Registrant's Preferred Stock Purchase
Rights contained in the Registrant's Registration Statement on
Form 8-A (No. 000-28480) filed August 11, 1998 under Section
12(g) of the Exchange
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Act ("1998 Form 8-A"), 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 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 3.01 to
Registrant's Current Report on Form 8-K filed on August 11,
1998).
4.03 Certificate of Designations specifying the terms of the Series
A Junior Participating Preferred Stock (incorporated herein by
reference to Exhibit 3.2 to the "1998 Form 8-A").
4.04 Rights Agreement dated August 10, 1998, between Registrant and
BankBoston, N.A., as Rights Agent, which includes as Exhibit A
the form of Certificate of Designations of Series A Junior
Participating Preferred Stock, as Exhibit B, the form of Right
Certificate and as Exhibit C, the Summary of Rights to
Purchase Preferred Shares (incorporated herein by reference to
Exhibit 4.1 to the 1998 Form 8-A).
4.05 Second Amended and Restated Registration Rights Agreement
dated as of October 26, 1995 (incorporated herein by reference
to Exhibit 4.02 to Registrant's Registration Statement on Form
S-1 (No. 333-02020) declared effective on May 2, 1996 (the
"Form S-1").
4.06 Form of specimen certificate for Registrant's Common Stock
(incorporated herein by reference to Exhibit 4.01 of the Form
S-1).
4.07 Registrant's 1996 Employee Stock Purchase Plan, as amended
through May 26, 1999.
4.08 Registrant's 1996 Equity Incentive Plan, as amended through
May 26, 1999.
4.09 Registrant's 1996 Directors Stock Option Plan, as amended
through May 26, 1999.
5.01 Opinion of Fenwick & West LLP.
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23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of KPMG 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 28 day of
July, 1999.
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 July 28, 1999
- ------------------------------------ a Director
Jeffrey M. Crowe
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Stephanie A. Vinella Vice President of Finance and July 28, 1999
- ------------------------------------ Administration and Chief Financial Officer
Stephanie A. Vinella
ADDITIONAL DIRECTORS:
/s/ Stephen M. Berkley Director July 28, 1999
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Stephen M. Berkley
/s/ Kelly D, Conway Director July 28, 1999
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Kelly D. Conway
/s/ Tench Coxe Director July 28, 1999
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Tench Coxe
/s/ Donald R. Hollis Director July 28, 1999
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Donald R. Hollis
/s/ Stewart A. Schuster Director July 28, 1999
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Stewart A. Schuster
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EXHIBIT INDEX
Exhibit No. Description
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4.07 Registrant's 1996 Employee Stock Purchase Plan, as amended
through May 26, 1999.
4.08 Registrant's 1996 Equity Incentive Plan and related documents,
as amended through May 26, 1999.
4.09 Registrant's 1996 Directors Stock Option Plan and related
documents, as amended through May 26, 1999.
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of KPMG LLP, Independent Auditors.
24.01 Power of Attorney (included on page 6).
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