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As filed with the Securities and Exchange Commission on August 30, 2000
Registration No. 333-41384
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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NETWORK APPLIANCE, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0307520
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
495 EAST JAVA DRIVE, SUNNYVALE, CA 94089 (Address of
principal executive offices) (Zip Code)
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ORCA SYSTEMS, INC. 1999 STOCK OPTION/STOCK ISSUANCE PLAN (AS ASSUMED BY
REGISTRANT) SPECIAL OPTION GRANTS TO MESSRS. BEAMAN, BEIN, BOLINGER, DEBERGALIS,
DOMINIJANNI, GILLONO, GRIER, LENT, MELENDEZ, NATALE, SEARS, TALPEY, THORPE AND
TRIMBEE PURSUANT TO WRITTEN COMPENSATION AGREEMENTS (AS ASSUMED BY REGISTRANT)
---------------------
(Full title of the Plans)
DANIEL J. WARMENHOVEN
CHIEF EXECUTIVE OFFICER AND DIRECTOR
NETWORK APPLIANCE, INC.
495 EAST JAVA DRIVE, SUNNYVALE, CA 94089
(Name and address of agent for service)
(408) 822-6000
(Telephone number, including area code, of agent for service)
---------------------
This Post-Effective Amendment No. 1 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933.
---------------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum 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>
Orca Systems, Inc. 1999 Stock
Option/ Stock Issuance Plan 60,146 shares $0.45(2) $27,111.66(2) $7.16(4)
Common Stock, $0.001 par value
Special Option Grants Pursuant
to Written Compensation Agreements
Common Stock, $0.001 par value
Rebecca Beaman 20,046 shares $23.71(3) $475,290.66(3) $125.477(4)
David Bein 17,714 shares $23.71(3) $419,998.94(3) $110.880(4)
Donald Bolinger 45,938 shares $23.71(3) $1,089,189.98(3) $287.546(4)
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
Matthew S. DeBergalis 13,642 shares $23.71(3) $323,451.82(3) $85.391(4)
Michelle Dominijanni 33,410 shares $23.71(3) $792,151.10(3) $209.128(4)
John Gillono 17,923 shares $23.71(3) $424,954.33(3) $112.188(4)
Jim Grier 16,635 shares $23.71(3) $394,415.85(3) $104.126(4)
Arthur Lent 58,606 shares $23.71(3) $1,389,548.26(3) $366.841(4)
Robert Michael Melendez 7,934 shares $23.71(3) $188,115.14(3) $49.662(4)
Mark J. Natale 5,818 shares $23.71(3) $137,944.78(3) $36.417(4)
Steven J. Sears 21,577 shares $23.71(3) $511,590.67(3) $135.060(4)
Thomas M. Talpey 26,032 shares $23.71(3) $617,218.72(3) $162.946(4)
Melinda A. Thorpe 1,670 shares $23.71(3) $39,595.70(3) $10.453(4)
Nicholas Trimbee 8,678 shares $23.71(3) $205,755.38(3) $54.319(4)
============== =============
Nicholas Trimbee 355,769 shares $7,036,332.99
============== =============
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Aggregate Registration Fee: $1,857.60
Filing Fee Paid For Previous
Registration Statement: ($1,857.60)(5)
Filing Fee Due: $0.00
</TABLE>
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(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock which become issuable under the Orca Systems,
Inc. 1999 Stock Option/Stock Issuance Plan (as assumed by Registrant)
and/or Special Option Grants To Messrs. Beaman, Bein, Bolinger,
Debergalis, Dominijanni, Gillono, Grier, Lent, Melendez, Natale, Sears,
Talpey, Thorpe and Trimbee Pursuant to Written Compensation Agreements
by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(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 weighted average
exercise price of the outstanding options.
(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 exercise price
of each of the individual options.
(4) These filing fees were paid in connection with the filing of the Form
S-8 Registration Statement with the Securities Exchange Commission,
Registration Number 333-41384, on July 13, 2000.
(5) A filing fee of $1,857.60 was paid in connection with the filing of the
Form S-8 Registration Statement with the Securities Exchange Commission,
Registration Number 333-41384, on July 13, 2000 with respect to the
355,769 shares of Common Stock issuable pursuant to the Orca Systems,
Inc. 1999 Stock Option/Stock Issuance Plan which were registered
pursuant to that Registration Statement.
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RE-ALLOCATION
On July 13, 2000, Network Appliance, Inc. (the "Registrant")
registered on a Form S-8 Registration Statement with the Securities Exchange
Commission, Registration Number 333-41384 (the "Registration Statement"),
355,769 shares of its Common Stock reserved for issuance under the Orca Systems,
Inc. 1999 Stock Option/Stock Issuance Plan (the "Orca Plan"). The Orca Plan was
assumed by Registrant pursuant to its acquisition of Orca Systems, Inc.
effective June 14, 2000. The Registrant now intends to use 295,623 of such
registered shares for issuance upon the exercise of the Special Option Grants
made to Messrs. Beaman, Bein, Bolinger, Debergalis, Dominijanni, Gillono, Grier,
Lent, Melendez, Natale, Sears, Talpey, Thorpe and Trimbee Pursuant to Written
Compensation Agreements which were also assumed by Registrant in connection with
its acquisition of Orca Systems, Inc. (the "Individual Options"). Accordingly,
Registrant is hereby re-allocating 295,623 of the previously-registered shares
under the assumed
<PAGE> 3
Orca Plan to the Individual Options, with such re-allocation to be effective
immediately upon the filing of this Post-Effective Amendment. The remaining
60,146 shares of the Registrant's Common Stock shall remain reserved for
issuance under the assumed Orca Plan.
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Exhibit
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<S> <C>
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
99.7 Form of Special Option Grants Pursuant to Written
Compensation Agreements
</TABLE>
II-1
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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 this Post-Effective Amendment No. 1
to Form S-8, and has duly caused this Post-Effective Amendment No. 1 to Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Sunnyvale, State of California on this 29th day of August, 2000.
NETWORK APPLIANCE, INC.
By: /s/ Daniel J. Warmenhoven*
----------------------------------------
Daniel J. Warmenhoven
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration Statement has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Daniel J. Warmenhoven* Chief Executive Officer August 29, 2000
---------------------------- and Director
Daniel J. Warmenhoven (Principal Executive Officer)
/s/ Jeffry R. Allen* Executive Vice President, Finance August 29, 2000
---------------------------- and Operations, Chief Financial
Jeffry R. Allen Officer and Secretary (Principal
Financial and Accounting Officer)
/s/ Donald T. Valentine* Chairman of the Board and Director August 29, 2000
----------------------------
Donald T. Valentine
/s/ Sanjiv Ahuja* Director August 29, 2000
----------------------------
Sanjiv Ahuja
Director August __, 2000
----------------------------
Carol A. Bartz
/s/ Larry R. Carter* Director August 29, 2000
----------------------------
Larry R. Carter
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Michael R. Hallman* Director August 29, 2000
---------------------------------
Michael R. Hallman
/s/ Robert T. Wall* Director August 29, 2000
---------------------------------
Robert T. Wall
Director August __, 2000
---------------------------------
Dr. Sachio Semmoto
*By: /s/ Jeffry R. Allen
----------------------------
Jeffry R. Allen
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
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<S> <C>
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
99.7 Form of Special Option Grants Pursuant to Written
Compensation Agreements
</TABLE>
