As filed with the Securities and Exchange Commission on August 30, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MICROSTRATEGY INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware 51-0323571
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
8000 Towers Crescent Drive
Vienna, Virginia 22182
(Address of Principal Executive Offices) (Zip Code)
1997 DIRECTOR OPTION PLAN
(Full Title of the Plan)
Mr. Michael J. Saylor
President and Chief Executive Officer
MicroStrategy Incorporated
8000 Towers Crescent Drive
Vienna, VA 22182
(Name and Address of Agent for Service)
(703) 848-8600
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed Proposed
Amount to Maximum Maximum
Title of Securities to be Offering Price Aggregate Amount of
be Registered Registered Per Share Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------
Class A Common Stock,
par value $0.001 per
share 200,000 shares $ 35.02(1) $ 7,004,390(1) $ 1,850.00
==================================================================================================================
(1) For purposes of computing the registration fee only. Pursuant to Rule
457(c) and Rule 457(h) under the Securities Act of 1933, as amended, the
Proposed Maximum Offering Price Per Share is based upon (i) with respect to
40,000 shares that may be acquired pursuant to stock options granted by
MicroStrategy Incorporated (the "Company") under the MicroStrategy
Incorporated 1997 Director Option Plan, as amended (the "Option Plan")
prior to the date of this Registration Statement, the actual price at which
such stock options may be exercised; and (ii) with respect to the remaining
160,000 shares that may be acquired pursuant to stock options that may be
granted by the Company under the Option Plan from time to time after the
date hereof, $25.8125 per share, which represents the average of the high
and low prices reported on the Nasdaq Stock Market for shares of the Class
A Common Stock on August 23, 2000.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-58189, filed by
MicroStrategy Incorporated (the "Registrant") on June 30, 1998, relating to the
Registrant's 1997 Director Option Plan.
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 Vienna, Virginia on August 30, 2000.
MICROSTRATEGY INCORPORATED
By: /s/ Michael J. Saylor
------------------------------------
Michael J. Saylor
Chairman of the Board,
Chief Executive Officer and President
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints Michael
J. Saylor, Sanju K. Bansal, Eric F. Brown and Jonathan F. Klein as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any and all
capacities, to sign any or all further 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
Commission granting unto said attorney-in-fact and agent, 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
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
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
- ---------- ----- ----
/s/ Michael J. Saylor Chairman of the Board, Chief Executive August 30, 2000
- ------------------------------------- Officer and President (Principal
Michael J. Saylor Executive Officer)
/s/ Eric F. Brown Vice President, Finance and Chief August 24, 2000
- ------------------------------------- Financial Officer (Principal Financial
Eric F. Brown and Accounting Officer)
/s/Sanju K. Bansal Director August 23, 2000
- -------------------------------------
Sanju K. Bansal
/s/ Frank A. Ingari Director August 24, 2000
- -------------------------------------
Frank A. Ingari
/s/ Jonathan J. Ledecky Director August 27, 2000
- -------------------------------------
Jonathan J. Ledecky
/s/ John W. Sidgmore Director August 28, 2000
- -------------------------------------
John W. Sidgmore
/s/ Ralph S. Terkowitz Director August 28, 2000
- -------------------------------------
Ralph S. Terkowitz
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1* Specimen Certificate for Class A Common Stock of the Registrant
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included in the signature pages of this
Registration Statement)
* Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1, as amended (File No. 333-49899).