As filed with the Securities and Exchange Commission on September 28, 2000
Registration No. 333-
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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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COBALT NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 77-0440751
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
555 Ellis Street
Mountain View, CA 94043
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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CHILI!SOFT, INC. 1999 STOCK OPTION PLAN
(Full Title of Plans)
Stephen W. DeWitt
President and Chief Executive Officer
COBALT NETWORKS, INC.
555 Ellis Street
Mountain View, CA 94043
(650) 623-2500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
Robert P. Latta, Esq.
Julia Reigel, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
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Common Stock of the Registrant to be issued
upon exercise of options granted under
Chili!Soft, Inc. 1999 Stock Option Plan
TOTAL 633 shares $3.80 $2,405.40 $0.64
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable upon exercise of options granted under
the Chili!Soft, Inc. 1999 Stock Option Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of Common Stock of Cobalt Networks,
Inc.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for the purpose of calculating
the registration fee. With respect to 633 shares subject to outstanding
options to purchase Common Stock under the Plan, the proposed maximum
offering price per share is equal to the weighted average exercise price of
$3.80 per share pursuant to Rule 457(h) under the Securities Act.
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The contents of the Registrant's Form S-8 Registration Statement
(Registration No. 333-39048) filed with the Commission on June 9, 2000 are
incorporated herein by reference.
Item 8. Exhibits.
Number Document
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4.1* Chili!Soft, Inc. 1999 Stock Option Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities being
registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24.1 Power of Attorney (See page 5)
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* Incorporated by reference to the exhibits filed with the Registrant's
Form S-8 Registration Statement (Reg. No. 333-39048).
Item 9. Undertakings.
(a) The 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 to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
(2) 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 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 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
into this 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 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 Commission such
indemnification is against public policy as expressed in the 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.
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 Palo Alto, State of California, on September 28,
2000.
COBALT NETWORKS, INC.
By: /s/ Stephen W. DeWitt
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Stephen W. DeWitt
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen W. DeWitt and Kenton D. Chow,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his or her substitute or
substitutes, may 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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/s/ Stephen W. DeWitt Chief Executive Officer, September 28, 2000
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Stephen W. DeWitt President and Director (Principal
Executive Officer)
/s/ Kenton D. Chow Chief Financial Officer, Vice September 28, 2000
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Kenton D. Chow President, Finance and Secretary
(Principal Financial and
Accounting Officer)
/s/ Gordon A. Campbell Chairman of the Board of Directors September 28, 2000
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Gordon A. Campbell
/s/ Gary F. Bengier Director September 28, 2000
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Gary F. Bengier
/s/ Jordan A. Levy Director September 28, 2000
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Jordan A. Levy
/s/ Stephen J. Luczo Director September 28, 2000
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Stephen J. Luczo
/s/ Carl F. Pascarrella Director September 28, 2000
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Carl F. Pascarrella
/s/ Mark F. Spagnolo Director September 28, 2000
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Mark F. Spagnolo
INDEX TO EXHIBITS
Exhibit
Number Description
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4.1* Chili!Soft, Inc. 1999 Stock Option Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities being
registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24.1 Power of Attorney (see page 5)
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* Incorporated by reference to the exhibits filed with the Registrant's Form
S-8 Registration Statement (Reg. No. 333-39048).