As filed with the Securities and Exchange Commission on October 17, 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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PIXAR
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CALIFORNIA 68-0086179
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(State of incorporation) (I.R.S. Employer Identification Number)
1200 PARK AVENUE, EMERYVILLE, CALIFORNIA 94608
(Address, including zip code, of Registrant's Principal Executive Offices)
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1995 STOCK PLAN
(Full title of the plan)
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ANN MATHER
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
PIXAR
1200 PARK AVENUE
EMERYVILLE, CALIFORNIA 94608
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(510) 752-3000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
JOSE F. MACIAS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common Stock, no par value, reserved
and outstanding under 1995 Stock Plan 4,029,001(1) $28.10391/$40.17(2) $122,043,874(2) $30,510.97
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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 automatic annual increase of 1,429,001 shares on January 1, 2001,
which annual increase is provided for in the 1995 Stock Plan, (ii) an
increase of 1,850,000 shares, which increase was previously approved by the
Company's Board and shareholders and (iii) an increase of 750,000 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 $28.10391 per share covering 3,298,591 outstanding options and the
estimated exercise price of $40.17 per share covering 730,410 authorized
but unissued shares. The estimated exercise price of $40.17 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 October 12,
2001.
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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, as amended, for
the fiscal year ended December 30, 2000, 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, 2001, 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, 2001, filed pursuant to Section 13(a)
of the Exchange Act.
4. 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 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 ("WSGR") and a director of the Registrant, beneficially owned as of
October 17, 2001, an aggregate of 4,528 shares of the Registrant's Common Stock.
Mr. Sonsini also holds options to purchase 40,000 shares of the Registrant's
Common Stock. WSGR is giving an opinion upon the validity of the shares being
registered.
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)
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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 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
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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
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 4)
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(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (File No. 33-97918).
(2) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 30, 2000.
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:
(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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
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(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.
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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 Emeryville, State of California, on this 17th day of
October, 2001.
PIXAR
By: /s/ Ann Mather
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Ann Mather
Executive Vice President, Chief
Financial Officer and Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints, jointly and severally, Steve Jobs, Edwin E. Catmull
and Ann Mather, 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.
SIGNATURE TITLE DATE
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/s/ Steve Jobs Chairman of the Board and Chief Executive October 17, 2001
------------------------------------ Officer (Principal Executive Officer)
Steve Jobs
/s/ Edwin E. Catmull Director and President October 17, 2001
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Edwin E. Catmull
/s/ Ann Mather Executive Vice President, Chief Financial October 17, 2001
------------------------------------ Officer and Secretary (Principal Financial
Ann Mather Officer and Principal Accounting Officer)
/s/ Jill E. Barad Director
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Jill E. Barad October 17, 2001
/s/ Skip M. Brittenham Director
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Skip M. Brittenham October 17, 2001
Director
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Joseph A. Graziano October 17, 2001
/s/ Lawrence B. Levy Director
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Lawrence B. Levy October 17, 2001
/s/ Joe Roth Director
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Joe Roth October 17, 2001
/s/ Larry W. Sonsini Director
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Larry W. Sonsini October 17, 2001
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EXHIBIT INDEX
Exhibit
Number Description of Document
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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
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 4)
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(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (File No. 33-97918).
(2) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 30, 2000.