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As filed with the Securities and Exchange Commission on February 18, 2000
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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PIXAR
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<TABLE>
<CAPTION>
CALIFORNIA 68-0086179
<S> <C>
(State of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
1001 WEST CUTTING BOULEVARD, RICHMOND, CALIFORNIA 94804
(Address, including zip code, of Registrants Principal Executive Offices)
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1995 STOCK PLAN
(Full title of the plan)
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ANN MATHER
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PIXAR
1001 WEST CUTTING BOULEVARD
RICHMOND, CALIFORNIA 94804
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(510)236-4000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
JOSE F. MACIAS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value, reserved and
outstanding under 1995 Stock Plan 4,268,845(1) $34.98/$35.85(2) $151,425,789(2) $ 39,976.41
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(1) Includes the following increases to the number of shares of the
Registrant's Common Stock reserved for issuance under the 1995 Stock Plan:
(i) an automatic annual increase of 1,360,073 shares on January 1, 1999,
which annual increase is provided for in the 1995 Stock Plan, (ii) an
automatic annual increase of 1,408,772 shares on January 1, 2000, which
annual increase is provided for in the 1995 Stock Plan and (iii) an
increase of 1,500,000 shares, which increase was previously approved by the
Company's Board and will be submitted to the shareholders for approval.
(2) Computed in accordance with Rules 457(h) and 457(c) under the Securities
Act of 1933. Such computation is based on the weighted average exercise
price of $34.98 per share covering 1,853,223 outstanding options and the
estimated exercise price of $35.85 per share covering 2,415,622 authorized
but unissued shares. The estimated exercise price of $35.85 was computed in
accordance with Rule 457 by averaging the high and low prices of a share of
Pixar Common Stock as reported on the Nasdaq National Market on February
14, 2000.
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PIXAR
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Registrant:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 2, 1999, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 3, 1999, filed pursuant to Section 13(a) of the Exchange
Act.
3. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 3, 1999, filed pursuant to Section 13(a) of the Exchange
Act.
4. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended October 2, 1999, filed pursuant to Section 13(a) of the Exchange
Act.
5. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated October 10,
1995, filed pursuant to Section 12(g) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein and to be 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.
Larry W. Sonsini, a member of the law firm Wilson Sonsini Goodrich & Rosati
("WSGR") and a director of the Registrant, beneficially owned as of February 18,
2000, an aggregate of 4,528 shares of the Registrant's Common Stock. Mr. Sonsini
also holds options to purchase 20,000 shares of the Registrant's Common Stock.
WSGR is giving an opinion upon the validity of the shares being registered.
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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 such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Article IV of the Registrant's Amended and Restated Articles of
Incorporation, and Article VI of the Registrant's Amended and Restated Bylaws,
as amended, provide for indemnification of its directors, officers, employees
and other agents to the maximum extent permitted by the California Corporations
Code. In addition, the Registrant has entered into Indemnification Agreements
with its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. INDEX TO EXHIBITS.
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<CAPTION>
Exhibit
Number Description of Document
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<S> <C>
4.1 Amended and Restated Articles of Incorporation (1)
4.2 Amended and Restated Bylaws, as amended (2)
4.3 1995 Stock Plan, as amended (3)
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Accountants' Consent
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 4)
</TABLE>
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(1) Incorporated by reference to the Registrants' Registration Statement on
Form S-1, as amended (File No. 33-97918).
(2) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended October 2, 1999.
(3) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 27, 1998.
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:
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(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(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 section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 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 of 1933 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 Richmond, State of California, on this 18th day of
February, 2000.
PIXAR
By: /s/ ANN MATHER
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Ann Mather
Executive Vice President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints, jointly and severally, Steven P. Jobs, Edwin E.
Catmull and Ann Mather, or any of them (with full power to each of them to act
alone), as his or her true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him or her and on his or her
behalf to sign, execute and file this Registration Statement and any or all
amendments (including, without limitation, post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and any
all documents required to be filed with respect therewith, with the Securities
and Exchange Commission or any regulatory authority, granting unto such
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 and about the premises in order to effectuate the same as
fully to all intents and purposes as he or she might or could do if personally
present, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, or his or her or their substitute or substitutes, may
lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signatures Title Date
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<S> <C> <C>
/s/ Steven P. Jobs Chairman of the Board and February 18, 2000
- --------------------------------- Chief Executive Officer
Steven P. Jobs (Principal Executive Officer)
/s/ Ann Mather Executive Vice President and February 18, 2000
- --------------------------------- Chief Financial Officer
Ann Mather (Principal Financial Officer and
Principal Accounting Officer)
/s/ Jill E. Barad Director February 18, 2000
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Jill E. Barad
/s/ Skip M. Brittenham Director February 18, 2000
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Skip M. Brittenham
/s/ Edwin E. Catmull Director February 18, 2000
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Edwin E. Catmull
/s/ Joseph A. Graziano Director February 18, 2000
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Joseph A. Graziano
/s/ Lawrence B. Levy Director February 18, 2000
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Lawrence B. Levy
/s/ Larry W. Sonsini Director February 18, 2000
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Larry W. Sonsini
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of Counsel as to legality of securities being registerd
23.1 Accountants' Consent
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EXHIBIT 5.1
February 18, 2000
Pixar
1001 West Cutting Boulevard
Richmond, California 94804
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Pixar, a California corporation (the "Registrant" or
"you"), with the Securities and Exchange Commission on or about February 18,
2000, in connection with the registration under the Securities Act of 1933, as
amended, of an aggregate of 4,268,845 shares of your Common Stock, no par value
(the "Shares"), reserved for issuance pursuant to the 1995 Stock Plan, as
amended ( the "Plan"). As your legal counsel, we have reviewed the actions
proposed to be taken by you in connection with the proposed sale and issuance of
the Shares by you under the Plan.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance of
the Shares pursuant to the Registration Statement and the Plan, and upon
completion of the actions being taken in order to permit such transactions to be
carried out in accordance with the securities laws of the various states where
required, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Pixar:
We consent to the incorporation herein by reference in the registration
statement on Form S-8 of Pixar of our reports dated January 29, 1999, relating
to the balance sheets of Pixar as of December 31, 1997 and January 2, 1999, and
the related statements of operations, shareholders' equity, and cash flows for
each of the years in the three-year period ended January 2, 1999, and the
related schedule, which reports appear or are incorporated by reference in the
1998 annual report on Form 10-K of Pixar.
/s/ KPMG LLP
San Francisco, California
February 18, 2000
