As filed with the Securities and Exchange Commission on May 30, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VISUAL NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1837515
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
2092 Gaither Road
Rockville, Maryland 20850
(Address of principal executive offices) (Zip code)
VISUAL NETWORKS, INC. 2000 STOCK INCENTIVE PLAN
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
Peter J. Minihane Nancy A. Spangler, Esquire
Executive Vice President, Piper Marbury Rudnick & Wolfe LLP
Chief Operating Officer, 1850 Centennial Park Drive, Suite 610
Chief Financial Officer and Treasurer Commerce Park III
Visual Networks, Inc. Reston, Virginia 20191
2092 Gaither Road (703) 390-5240
Rockville, Maryland 20850
(301) 296-2300
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
====================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Aggregate Registration
Title of Securities to be Registered Registered Price Per Unit(2) Offering Price(2) Fee(2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per 7,000,000(1) $37.19 $260,330,000 $68,727.12
share under the Visual Networks,
Inc. 2000 Stock Incentive Plan
====================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of Common Stock that may be offered or issued by reason of stock splits,
stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h). The proposed maximum offering price per share, proposed
maximum aggregate offering price and the amount of the registration fee are
based on the average of the high and low prices of Visual Networks, Inc. Common
Stock reported on the Nasdaq National Market on May 26, 2000 (i.e., $37.19).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in this Form S-8 Registration Statement pursuant to
introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999 filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
document referred to in (a) above; and
(c) Description of Common Stock of the Registrant contained or
incorporated in the registration statements filed by the
Registrant under the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
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
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("Section 145")
permits indemnification of directors, officers, agents and controlling persons
of a corporation under certain conditions and subject to certain limitations.
The Registrant's By-Laws include provisions to require the Registrant to
indemnify its directors and officers to the fullest extent permitted by Section
145, including circumstances in which indemnification is otherwise
discretionary. Section 145 also empowers the Registrant to purchase and maintain
insurance that protects its officers, directors, employees and agents against
any liabilities incurred in connection with their service in such positions.
<PAGE>
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
DESCRIPTION
-----------
4.1 Amended and Restated Certificate of Incorporation (incorporated
by reference to the Exhibits to the Corporation's Quarterly
Report on Form 10-Q, for the three months ended June 30, 1999
(File No. 000-23699) and Registration Statement on Form S-4,
dated April 4, 2000 (File No. 333-33946), as amended)
4.2 Amended and Restated By-Laws (incorporated by reference to the
Exhibits to the Corporation's Registration Statement on Form S-1
dated December 4, 1997 (File No. 333-41517), as amended)
5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for the
Registrant, regarding the legal validity of the shares of Common
Stock being registered for issuance under the Plan
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24.1 Power of Attorney
Item 9. Undertakings.
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 (the "Securities Act");
(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 this Registration Statement;
(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.
<PAGE>
Paragraphs (l)(i) and (l)(ii) above 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 Exchange Act
that are incorporated by reference 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.
The undersigned 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 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 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.
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 Securities and Exchange 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Rockville, State of Maryland, on the 30th day of May,
2000.
VISUAL NETWORKS, INC.
By: /s/ Scott E. Stouffer
------------------------------
Scott E. Stouffer
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Scott E. Stouffer Chairman of the Board, President and May 30, 2000
--------------------------------- Chief Executive Officer
Scott E. Stouffer (Principal Executive Officer)
/s/ Peter J. Minihane Executive Vice President, Chief Operating May 30, 2000
--------------------------------- Officer, Chief Financial Officer and Treasurer
Peter J. Minihane (Principal Financial and Accounting Officer)
</TABLE>
A majority of the Board of Directors (Scott E. Stouffer, Peter J. Minihane,
Theodore R. Joseph, Ted H. McCourtney, William J. Smith and Kam M. Saifi).
Date: May 30, 2000 By: /s/ Nancy A. Spangler
------------------------
Nancy A. Spangler Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Amended and Restated Certificate of Incorporation (incorporated
by reference to the Exhibits to the Corporation's Quarterly
Report on Form 10-Q, for the three months ended June 30, 1999
(File No. 000-23699) and Registration Statement on Form S-4,
dated April 4, 2000 (File No. 333-33946), as amended)
4.2 Amended and Restated By-Laws (incorporated by reference to the
Exhibits to the Corporation's Registration Statement on Form S-1
dated December 4, 1997 (File No. 333-41517), as amended)
5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for the
Registrant, regarding the legal validity of the shares of Common
Stock being registered for issuance under the Plan
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24.1 Power of Attorney
