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As filed with the Securities and Exchange Commission on August 29, 2001
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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VERITY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0182779
(State of incorporation) (I.R.S. Employer
Identification No.)
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894 ROSS DRIVE
SUNNYVALE, CA 94089
(Address of principal executive offices)
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1996 NON-STATUTORY STOCK OPTION PLAN
(Full title of the plans)
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TODD K. YAMAMI
CHIEF FINANCIAL OFFICER
VERITY, INC.
894 ROSS DRIVE
SUNNYVALE, CA 94089
(408) 541-1500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
TIMOTHY J. MOORE, ESQ.
BRETT D. WHITE, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
====================================================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE
- --------------------------- ------------------------ --------------------- ------------------------ ----------------
Common Stock 8,000,000 $9.75 $78,000,000.00 $19,500.00
(par value $0.001)
====================================================================================================================
(1) 8,000,000 shares to be registered pursuant to the 1996 Non-Statutory Stock
Option Plan. This registration statement shall cover any additional shares
of Common Stock which become issuable under the plan set forth herein by
reason of any stock dividend, stock split, recapitalization or any other
similar transaction without receipt of consideration which results in an
increase in the number of shares of the Registrant's outstanding Common
Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and aggregate
offering price of the shares to be offered under the plan are based upon
the average of the high and low prices of the Registrant's Common Stock on
August 22, 2001, as reported on the Nasdaq National Market (pursuant to
Rule 457(c) under the Securities Act of 1933, as amended) for shares
reserved for future issuance under the 1996 Non-Statutory Stock Option
Plan.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-26869,
REGISTRATION STATEMENT ON FORM S-8 NO. 333-43905,
REGISTRATION STATEMENT ON FORM S-8 NO. 333-66913,
REGISTRATION STATEMENT ON FORM S-8 NO. 333-89701,
REGISTRATION STATEMENT ON FORM S-8 NO. 333-51642,
REGISTRATION STATEMENT ON FORM S-8 NO. 333-60676, AND
REGISTRATION STATEMENT ON FORM S-8 NO. 333-68096.
The contents of Registration Statement on Form S-8 No. 333-26869 filed with
the Securities and Exchange Commission on May 12, 1997, Registration Statement
on Form S-8 No. 333-43905 filed with the Securities and Exchange Commission on
January 8, 1998, Registration Statement on Form S-8 No. 333-66913 filed with the
Securities and Exchange Commission on November 6, 1998, Registration Statement
on Form S-8 No. 333-89701 filed with the Securities and Exchange Commission on
October 26, 1999, Registration Statement on Form S-8 No. 333-51642 filed with
the Securities and Exchange Commission on December 11, 2000, Registration
Statement on Form S-8 No. 333-60676 filed with the Securities and Exchange
Commission on May 10, 2001, and Registration Statement on Form S-8 No. 333-68096
filed with the Securities and Exchange Commission on August 21, 2001 are
incorporated by reference herein.
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Signature Page.
99.1 1996 Non-Statutory Stock Option Plan.
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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 Sunnyvale, State of California, on August 29, 2001.
VERITY, INC.
By: /s/ Gary J. Sbona
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Gary J. Sbona
Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary J. Sbona and Todd K. Yamami, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all 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
Securities and Exchange Commission, granting unto the 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,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that the attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, 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
/s/ Gary J. Sbona Chairman of the Board and Chief August 29, 2001
- -------------------------------------------- Executive Officer (Principal Executive
Gary J. Shona Officer)
/s/ Anthony J. Bettencourt President and Director August 29, 2001
- --------------------------------------------
Anthony J. Bettencourt
/s/ Todd K. Yamami Chief Financial Officer (Principal August 29, 2001
- -------------------------------------------- Financial Officer)
Todd K. Yamami
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SIGNATURE TITLE DATE
/s/ Paul H. Cook Corporate Controller (Principal August 29, 2001
- -------------------------------------------- Accounting Officer)
Paul H. Cook
/s/ Steven M. Krausz Director August 29, 2001
- --------------------------------------------
Steven M. Krausz
/s/ Stephen A. MacDonald Director August 29, 2001
- --------------------------------------------
Stephen A. MacDonald
/s/ Karl C. Powell Director August 29, 2001
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Karl C. Powell
/s/ Charles P. Waite, Jr. Director August 29, 2001
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Charles P. Waite, Jr.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Signature Page.
99.1 1996 Non-Statutory Stock Option Plan.