<PAGE> 1
As filed with the Securities and Exchange Commission on January 16, 2001
Registration No. 333-_______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
NETWORK APPLIANCE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
CALIFORNIA 77-0307520
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
</TABLE>
495 EAST JAVA DRIVE, SUNNYVALE, CA 94089
(Address of principal executive offices) (Zip Code)
WEBMANAGE TECHNOLOGIES, INC. 1997 STOCK OPTION PLAN
(AS ASSUMED BY NETWORK APPLIANCE, INC.)
WEBMANAGE TECHNOLOGIES, INC. 1999 STOCK OPTION PLAN
(AS ASSUMED BY NETWORK APPLIANCE, INC.)
WEBMANAGE TECHNOLOGIES, INC. 2000 STOCK INCENTIVE PLAN
(AS ASSUMED BY NETWORK APPLIANCE, INC.)
---------------------
(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)
CALCULATION OF REGISTRATION FEE
<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>
WebManage Technologies, Inc. 1997 Stock
Option Plan
Common Stock, $0.001 par value 15,003 shares 3.94 (2) $59,111.82 (2) $14.78
WebManage Technologies, Inc. 1999 Stock
Option Plan
Common Stock, $0.001 par value 74,050 shares 17.10 (2) $1,266,368.30 (2) $316.59
WebManage Technologies, Inc. 2000 Stock
Incentive Plan
Common Stock, $0.001 par value 166,288 shares 33.04 (2) $5,494,155.52 (2) $1,373.54
Aggregate Registration Fee: $1,704.91
====================================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock which become issuable under the WebManage
Technologies, Inc. 1997 Stock Option Plan (as assumed by Registrant),
WebManage Technologies, Inc. 1999 Stock Option Plan (as assumed by
Registrant) and/or the WebManage Technologies, Inc. 2000 Stock Incentive
Plan (as assumed by Registrant) 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.
21
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Network Appliance, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K and Form 10-K/A for
the fiscal year ended April 30, 2000, filed with the Commission
on July 12, 2000, pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and as
amended on July 13, 2000;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended July 28, 2000 and October 27, 2000, filed with
the Commission on September 11, 2000 and December 11, 2000,
respectively; and
(c) The Registrant's Registration Statement No. 000-27130 on Form
8-A filed with the Commission on November 1, 1995, in which
there is described the terms, rights and provisions applicable
to the Registrant's 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 de-registers 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. 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 subsequently filed
document which also 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 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 indemnification (including
reimbursement of expenses incurred) under certain circumstances for liabilities
arising under the Securities Act of 1933, as amended, (the "1933 Act"). The
Registrant's Restated Articles of Incorporation, as amended, and Bylaws provide
for indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by the California Corporations Code.
Item 7. Exemption from Registration Claimed
Not Applicable.
II-1
<PAGE> 3
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statements No.
000-27130 on Form 8-A, together with the amendments and
exhibits thereto, which are incorporated herein by
reference pursuant to Items 3(c).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Independent Auditors' Consent.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 WebManage Technologies, Inc. 1997 Stock Option Plan.
99.2 Form of WebManage Technologies, Inc. Stock Option
Agreement for 1997 Stock Option Plan.
99.3 Form of Stock Option Assumption Agreement for WebManage
Technologies, Inc. 1997 Stock Option Plan.
99.4 WebManage Technologies, Inc. 1999 Stock Option Plan.
99.5 Form of WebManage Technologies, Inc. Stock Option
Agreement for 1999 Stock Option Plan.
99.6 Form of Stock Option Assumption Agreement for WebManage
Technologies, Inc. 1999 Stock Option Plan.
99.7 WebManage Technologies, Inc. 2000 Stock Incentive Plan.
99.8 Form of WebManage Technologies, Inc. Stock Option
Agreement for 2000 Stock Incentive Plan.
99.9 Form of Stock Option Assumption Agreement for WebManage
Technologies, Inc. 2000 Stock Incentive Plan.
</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 clauses 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 WebManage
Technologies, Inc. 1997 Stock Option Plan (as assumed by Registrant), WebManage
Technologies, Inc. 1999 Stock Option Plan (as assumed by Registrant) and the
WebManage Technologies, Inc. 2000 Stock Incentive Plan (as assumed by
Registrant).
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
Commission, such indemnification is
II-2
<PAGE> 4
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 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.
II-3
<PAGE> 5
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
15th day of January, 2001.
NETWORK APPLIANCE, INC.
By: /s/ DANIEL J. WARMENHOVEN
-----------------------------------
Daniel J. Warmenhoven
Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Daniel J. Warmenhoven and
Jeffry R. Allen, and each of them, as such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said 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, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his or her substitutes, may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this 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 January 15, 2001
----------------------------------- and Director
Daniel J. Warmenhoven (Principal Executive Officer)
/s/ JEFFRY A. ALLEN Executive Vice President, Finance January 15, 2001
----------------------------------- 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 January 15, 2001
-----------------------------------
Donald T. Valentine
/s/ SANJIV AHUJA Director January 15, 2001
-----------------------------------
Sanjiv Ahuja
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ CAROL A. BARTZ Director January 15, 2001
-----------------------------------
Carol A. Bartz
/s/ LARRY R. CARTER Director January 15, 2001
-----------------------------------
Larry R. Carter
/s/ MICHAEL R. HALLMAN Director January 15, 2001
-----------------------------------
Michael R. Hallman
/s/ ROBERT T. WALL Director January 15, 2001
-----------------------------------
Robert T. Wall
/s/ DR. SACHIO SEMMOTO Director January 15, 2001
-----------------------------------
Dr. Sachio Semmoto
</TABLE>
II-5
<PAGE> 7
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
NETWORK APPLIANCE, INC.
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statements No.
000-27130 on Form 8-A, together with the amendments and
exhibits thereto, which are incorporated herein by
reference pursuant to Items 3(c).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Independent Auditors' Consent.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 WebManage Technologies, Inc. 1997 Stock Option Plan.
99.2 Form of WebManage Technologies, Inc. Stock Option
Agreement for 1997 Stock Option Plan.
99.3 Form of Stock Option Assumption Agreement for WebManage
Technologies, Inc. 1997 Stock Option Plan.
99.4 WebManage Technologies, Inc. 1999 Stock Option Plan.
99.5 Form of WebManage Technologies, Inc. Stock Option
Agreement for 1999 Stock Option Plan.
99.6 Form of Stock Option Assumption Agreement for WebManage
Technologies, Inc. 1999 Stock Option Plan.
99.7 WebManage Technologies, Inc. 2000 Stock Incentive Plan.
99.8 Form of WebManage Technologies, Inc. Stock Option
Agreement for 2000 Stock Incentive Plan.
99.9 Form of Stock Option Assumption Agreement for WebManage
Technologies, Inc. 2000 Stock Incentive Plan.
</TABLE>
