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As filed with the Securities and Exchange Commission on August 26, 1998
Registration No. 333-___________
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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HYPERION SOLUTIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0277772
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1344 CROSSMAN AVENUE
SUNNYVALE, CALIFORNIA 94089
(Address of principal executive offices) (Zip Code)
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HYPERION SOLUTIONS CORPORATION 1995 STOCK OPTION/STOCK ISSUANCE PLAN
HYPERION SOLUTIONS CORPORATION EMPLOYEE STOCK PURCHASE PLAN
PILLAR CORPORATION 1988 STOCK OPTION PLAN
IMRS INC. 1989 STOCK OPTION PLAN
HYPERION SOFTWARE CORPORATION 1991 STOCK PLAN
HYPERION SOFTWARE CORPORATION 1991 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
PILLAR CORPORATION 1992 LONG TERM EQUITY INCENTIVE PLAN
HYPERION SOFTWARE CORPORATION STOCK OPTIONS GRANTED PURSUANT TO EMPLOYMENT,
CONSULTING AND OPTION AGREEMENTS WITH JAMES A. PERAKIS AND CRAIG SCHIFF
HYPERION SOFTWARE CORPORATION 1991 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
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STEPHEN V. IMBLER
CHIEF FINANCIAL OFFICER
HYPERION SOLUTIONS CORPORATION
1344 CROSSMAN AVENUE, SUNNYVALE, CALIFORNIA 94089
(Name and address of agent for service)
(408) 744-9500
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share Price Fee
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<S> <C> <C> <C> <C>
Hyperion Solutions Corporation
1995 Stock Option/Stock Issuance Plan
Options 5,000,000 N/A N/A N/A
Common Stock , par value $.001 5,000,000 shares $30.2812(2) $151,406,000(2) $44,664.77(2)
Hyperion Solutions Corporation
Employee Stock Purchase Plan
Common Stock , par value $.001 1,000,000 shares $30.2812(2) $30,281,200(2) $8,932.95(2)
</TABLE>
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<TABLE>
<CAPTION>
============================================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share Price Fee
---------- ------------- --------- ----- ---
<S> <C> <C> <C> <C>
Pillar Corporation
1988 Stock Option Plan
Options 1,927 N/A N/A N/A
Common Stock , par value $.001 1,927 shares $5.00(3) $9,635(3) $2.84(3)
IMRS Inc.
1989 Stock Option Plan
Options 37,734 N/A N/A N/A
Common Stock , par value $.001 37,734 shares $2.54(3) $95,844.36(3) $28.27(3)
Hyperion Software Corporation
1991 Stock Plan
Options 2,442,011 N/A N/A N/A
Common Stock , par value $.001 2,442,011 shares $21.48(3) $52,454,396.21(3) $15,474.05(3)
Hyperion Software Corporation
1991 Non-Employee Director Stock
Option Plan
Options 93,100 N/A N/A N/A
Common Stock , par value $.001 93,100 shares $22.80(3) $2,122,680(3) $626.19(3)
Pillar Corporation
1992 Long Term Equity Incentive Plan
Options 1,932 N/A N/A N/A
Common Stock , par value $.001 1,932 shares $1.36(3) $2,627.52(3) $0.77(3)
Hyperion Software Corporation
Stock Options Granted Pursuant to
Employment, Consulting and Option
Agreements with James A. Perakis
and Craig Schiff
Options 29,028 N/A N/A N/A
Common Stock , par value $.001 29,028 shares $2.90(3) $84,181.20(3) $24.83(3)
Hyperion Software Corporation
1991 Employee Stock Purchase Plan
Common Stock , par value $.001 190,000 shares $30.2812(2) $5,753,428(2) $1,697.26(2)
============================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1995 Stock Option/Stock
Issuance Plan, Employee Stock Purchase Plan, 1988 Stock Option Plan, 1989
Stock Option Plan, 1991 Stock Plan, 1991 Non-Employee Director Stock Option
Plan, 1992 Long Term Equity Incentive Plan, Compensatory Agreements for
James A. Perakis and Craig Schiff and 1991 Employee Stock Purchase 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 Hyperion Solutions Corporation.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low prices per share of Common Stock of Hyperion Solutions Corporation
on the Nasdaq National Market on August 21, 1998.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the outstanding options.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Hyperion Solutions Corporation (formerly Arbor Software Corporation) (the
"Registrant") hereby incorporates by reference into this Registration Statement
the following documents previously filed with the Securities and Exchange
Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1998;
(b) (1) The Registrant's Current Report on Form 8-K, filed with the SEC
on May 29, 1998, as amended on Form 8-K/A filed with the SEC on
June 25, 1998;
(2) The Registrant's Current Report on Form 8-K, filed with the SEC
on June 17, 1998;
(3) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998;
(4) The Registrant's Current Report on Form 8-K, filed with the SEC
on August 10, 1998;
(c) The Registrant's Registration Statement No. 0-97098 on Form 8-A filed
with the SEC on September 19, 1995 pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), as
amended on Form 8-A/A, dated November 3, 1995, in which there is
described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a 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
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933 as
amended (the "1933 Act.") The Registrant's Bylaws provide for mandatory
indemnification of its directors and officers and permissible indemnification of
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. The Registrant's Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of their fiduciary duty as directors to the Registrant and
its stockholders. This provision in the Certificate of Incorporation does not
eliminate the fiduciary duty of the directors, and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
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state or federal environmental laws. The Registrant has entered into
Indemnification Agreements with its officers and directors. The Indemnification
Agreements provide the Registrant's officers and directors with further
indemnification to the maximum extent permitted by the Delaware General
Corporation Law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 0-97098 on Form 8-A, as
amended on Form 8-A/A, which is incorporated herein by reference
pursuant to Item 3(c) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
</TABLE>
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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 and (iii) 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; provided, however, that clauses (1)(i) and (1)(ii) shall
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 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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 and (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 Registrant's 1995
Stock Option/Stock Issuance Plan, Employee Stock Purchase Plan, Pillar
Corporation 1988 Stock Option Plan, IMRS Inc. 1989 Stock Option Plan, Hyperion
Software Corporation 1991 Stock Plan, Hyperion Software Corporation 1991
Non-Employee Director Stock Option Plan, Pillar Corporation 1992 Long Term
Equity Incentive Plan, Hyperion Software Corporation Stock Options Granted
Pursuant to Employment, Consulting and Option Agreements with James A. Perakis
and Craig Schiff and Hyperion Software Corporation 1991 Employee Stock Purchase
Plan.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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
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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 1933 Act 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, 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 Sunnyvale, State of California on this 25th day
of August, 1998.
HYPERION SOLUTIONS CORPORATION
By: /s/ John Dillon
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John M. Dillon
Chief Executive Officer, President and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Hyperion Solutions
Corporation, a Delaware corporation, do hereby constitute and appoint John M.
Dillon and Stephen V. Imbler, and either of them, the lawful attorneys-in-fact
and agents with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and either of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John Dillon Chief Executive Officer, August 25, 1998
- ---------------------------- President and Director
John M. Dillon (Principal Executive Officer)
/s/ Stephen Imbler Chief Financial Officer August 25, 1998
- ---------------------------- (Principal Financial Officer)
Stephen V. Imbler
/s/ Michael A. Manto Vice President and Corporate August 25, 1998
- ---------------------------- Controller
Michael A. Manto (Principal Accounting Officer)
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ James A. Perakis Chairman of the Board of Directors August 25, 1998
- ----------------------------
James A. Perakis
/s/ Gary G. Greenfield Director August 25, 1998
- ----------------------------
Gary G. Greenfield
/s/ Harry S. Gruner Director August 25, 1998
- ----------------------------
Harry S. Gruner
/s/ Aldo Papone Director August 25, 1998
- ----------------------------
Aldo Papone
/s/ Mark Perry Director August 25, 1998
- ----------------------------
Mark Perry
/s/ Jeffrey R. Rodek Director August 25, 1998
- ----------------------------
Jeffrey R. Rodek
</TABLE>
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<PAGE> 8
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
HYPERION SOLUTIONS CORPORATION
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 0-97098 on Form 8-A, as
amended on Form 8-A/A, which is incorporated herein by reference
pursuant to Item 3(c) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
</TABLE>
<PAGE> 1
EXHIBIT 5
August 26, 1998
Hyperion Solutions Corporation
1344 Crossman Avenue
Sunnyvale, CA 94089
Re: Hyperion Solutions Corporation Registration Statement
for Offering of 8,795,732 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of (i) 5,000,000 shares of Common
Stock available for issuance under the Company's 1995 Stock Option/Stock
Issuance Plan; (ii) 1,000,000 shares of Common Stock available for issuance
under the Company's Employee Stock Purchase Plan; (iii) 1,927 shares of Common
Stock available for issuance upon the Company's assumption of the options
granted under Pillar Corporation's 1988 Stock Option Plan; (iv) 37,734 shares of
Common Stock available for issuance upon the Company's assumption of the options
granted under IMRS Inc.'s 1989 Stock Option Plan; (v) 2,442,011 shares of Common
Stock available for issuance upon the Company's assumption of the options
granted under Hyperion Software Corporation's 1991 Stock Plan; (vi) 93,100
shares of Common Stock available for issuance upon the Company's assumption of
the options granted under Hyperion Software Corporation's 1991 Non-Employee
Director Stock Option Plan; (vii) 1,932 shares of Common Stock available for
issuance upon the Company's assumption of the options granted under Pillar
Corporation's 1992 Long Term Equity Incentive Plan; (viii) 29,028 shares of
Common Stock available for issuance upon the Company's assumption of Hyperion
Software Corporation's stock options granted pursuant to employment, consulting
and option agreements with James A. Perakis and Craig Schiff; and (ix) 190,000
shares of Common Stock available for issuance upon the Company's assumption of
the subscriptions to purchase shares granted under Hyperion Software
Corporation's 1991 Employee Stock Purchase Plan. We advise you that, in our
opinion, when such shares have been issued and sold pursuant to the applicable
provisions of the 1995 Stock Option/Stock Issuance Plan, Employee Stock Purchase
Plan, 1988 Stock Option Plan, 1989 Stock Option Plan, 1991 Stock Plan, 1991
Non-Employee Director Stock Option Plan, 1992 Long Term Equity Incentive Plan,
stock options granted pursuant to employment, consulting and option agreements
with James A. Perakis and Craig Schiff, and 1991 Employee Stock Purchase Plan
and in accordance with the Registration Statement, such shares will be validly
issued, fully paid and nonassessable shares of the Company's Common Stock.
<PAGE> 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
---------------------------------------
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 23, 1998, except as to Note 12
which is dated May 25, 1998, appearing on page 31 of Arbor Software
Corporation's Annual Report on Form 10-K for the year ended March 31, 1998.
/s/ Pricewaterhouse Coopers LLP
- ------------------------------
Pricewaterhouse Coopers LLP
San Jose, California
August 26, 1998
