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As filed with the Securities and Exchange Commission on November 2, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HYPERION SOLUTIONS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 77-0277772
(State or Other (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
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1344 Crossman Avenue, Sunnyvale, CA 94089
(Address of Principal Executive Offices)
JEFFREY R. RODEK STOCK OPTION AGREEMENT
HYPERION SOLUTIONS CORPORATION 1999 STOCK PLAN
(Full Title of the Plan)
Stephen V. Imbler
President and Chief Operating 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)
Copy to:
Sarah A. O'Dowd
Heller Ehrman White & McAuliffe LLP
525 University Avenue
Palo Alto, California 94301-1908
Telephone: (650) 324-7045
Facsimile: (650) 324-0638
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CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered per Share(1) Offering Price Fee
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Common Stock $0.001 par value 2,550,000 $13.125 $33,468,750 $8,835.75
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) under 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 October 26, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by Hyperion Solutions
Corporation (formerly Arbor Software Corporation) (the "Registrant") with the
Securities and Exchange Commission (the "Commission"), are hereby incorporated
by reference in this Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 2000; and
(b) Registrant's Registration Statement No. 0-97098 on Form 8-A filed with
the Commission 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 documents subsequently filed pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act and prior to the termination of the offering of the
securities offered hereby shall be deemed to be incorporated by reference into
this registration statement and to be a part hereof from the respective dates of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein, or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
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, as amended, 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
state or federal environmental laws. The Registrant has entered into
Indemnification Agreements with its officers and directors. The
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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
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5.1 Opinion of Heller Ehrman White & McAuliffe LLP.
23.1 Consent of Heller Ehrman White & McAuliffe LLP (filed as part of
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.1 Power of Attorney (page II-4).
99.1 Stock Option Agreement dated as of October 11, 1999 between
Registrant and Jeffrey R. Rodek (Incorporated herein by reference
is Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended December 31, 1999).
99.2 Hyperion Solutions Corporation 1999 Stock Option Plan (Incorporated
herein by reference is Exhibit 10.19 to Registrant's Annual Report
on Form 10-K for the fiscal year ended June 30, 2000).
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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, as amended (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 the 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;
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 15(d) of the Exchange Act that are incorporated by reference in
the 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.
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(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 Stock Option Agreement and 1999 Stock Option Plan offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining 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 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6, 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.
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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 November 2, 2000.
HYPERION SOLUTIONS CORPORATION
By: /s/Jeffrey R. Rodek
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Jeffrey R. Rodek
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Michael
Sternad and Jeffrey R. Rodek his or her true and lawful attorneys in fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him or her and in his name, place and stead, in any and all capacities, to
sign any or all amendments (including post effective amendments) to the
Registration Statement, and to sign any registration statement for the same
offering covered by this Registration Statement that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and
all post effective amendments thereto, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities as of October 31, 2000.
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Signature Title
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/s/Stephen V. Imbler President, Chief Operating Officer
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Stephen V. Imbler
/s/Jeffrey R. Rodek Chairman of the Board of Directors
------------------------------------ and Chief Executive Officer
Jeffrey R. Rodek
/s/David W. Odell Chief Financial Officer
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David W. Odell
/s/Henry R. Autry Director
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Henry R. Autry
/s/Kenneth A. Goldman Director
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Kenneth A. Goldman
/s/Gary G. Greenfield Director
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Gary G. Greenfield
/s/Aldo Papone Director
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Aldo Papone
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INDEX TO EXHIBITS
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5.1 Opinion of Heller Ehrman White & McAuliffe LLP.
23.1 Consent of Heller Ehrman White & McAuliffe LLP (filed as part of
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.1 Power of Attorney (page II-4).
99.1 Stock Option Agreement dated as of October 11, 1999 between
Registrant and Jeffrey R. Rodek (Incorporated herein by reference
is Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended December 31, 1999).
99.2 Hyperion Solutions Corporation 1999 Stock Option Plan (Incorporated
herein by reference is Exhibit 10.19 to Registrant's Annual Report
on Form 10-K for the fiscal year ended June 30, 2000).
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