<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 2000
REGISTRATION NO. 333-
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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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POLYCOM, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 94-3128324
(State or other jurisdiction (I.R.S. Employer
of Identification Number)
incorporation or organization)
</TABLE>
1565 BARBER LANE
MILPITAS, CA 95035
(Address, including zip code of Principal Executive Offices)
1996 STOCK INCENTIVE PLAN
(Full Title of the Plan)
MICHAEL R. KOUREY
CHIEF FINANCIAL OFFICER
POLYCOM, INC.
1565 BARBER LANE
MILPITAS, CA 95035
(408) 526-9000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
------------------------
COPY TO:
MARK A. BERTELSEN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock $.0005 par value:
Newly reserved under the 1996 Stock
Incentive Plan (the "Option Plan")... 490,004 shares $63.25 (3) $30,992,753.00 $8,182.09
Newly reserved shares subject to
options granted under the Option
Plan................................. 3,009,996 shares $41.3088 (4) $124,339,322.77 $32,825.58
Total: 3,500,000 shares (2) $155,332,075.77 $41,007.67
</TABLE>
(1) This Registration Statement shall also cover any additional shares of the
Registrant's Common Stock that become issuable under the Option Plan by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration that increases the
number of the Registrant's outstanding shares of Common Stock.
(2) The total number of shares covered by this Registration Statement reflects a
two-for-one split of the Registrant's Common Stock that became effective on
August 31, 2000.
(3) Estimated solely for the purpose of computing the registration fee required
by Section 6(b) of the Securities Act pursuant to Rules 457(h) and 457(c)
under the Securities Act, based upon the average between the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
September 25, 2000.
(4) Estimated solely for the purpose of computing the registration fee required
by Section 6(b) of the Securities Act pursuant to Rule 457(h) under the
Securities Act. The price of $41.3088 represents the weighted average
exercise price for outstanding options to purchase a total of 3,009,996
shares of Common Stock.
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POLYCOM, INC.
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will be
sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Securities
and Exchange Commission (the "COMMISSION") and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will be
sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Commission
and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the Securities
and Exchange Commission (the "COMMISSION") by Polycom, Inc. (the "REGISTRANT")
are hereby incorporated herein by reference:
- The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed with the Commission on March 29, 2000 pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT");
- The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000 filed with the Commission on May 17, 2000 pursuant to
Section 13(a) of the Exchange Act;
- The Registrant's Quarterly Report on Form 10-Q for the quarter ended
July 2, 2000 filed with the Commission on August 4, 2000 pursuant to
Section 13(a) of the Exchange Act;
- The Registrant's Current Report on Form 8-K filed with the Commission on
July 24, 2000 pursuant to Section 13 of the Exchange Act;
- The Registrant's Current Report on Form 8-K filed with the Commission on
August 2, 2000 pursuant to Section 13 of the Exchange Act;
- The Registrant's Definitive Proxy Statement on Schedule 14A filed with the
Commission on March 31, 2000 pursuant to Section 14(a) of the Exchange
Act;
- The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission
on October 10, 1995, pursuant to Section 12(g) of the Exchange Act,
declared effective by the Commission on November 15, 1995, including any
amendment or report filed for the purpose of updating such description;
and
2
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- The information contained in the Registrant's Registration Statements on
Form S-8 (File Nos. 333-43059, 333-45351, 333-86681 and 333-93419) filed
on or about December 23, 1997, January 30, 1998, September 7, 1999 and
December 22, 1999 respectively.
In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
on or after the date of this Registration Statement 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 in
this Registration Statement and to be part hereof from the date of filing of
such documents. Any statement contained herein or 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 which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEMS 4-7.
Items 4-7, inclusive, are omitted in reliance upon General Instruction E to
Form S-8, and the above incorporation by reference of a previously filed and
currently effective S-8 (File No. 333-43059).
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
<C> <S>
4.1 1996 Stock Incentive Plan, as amended.
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
24.1 Powers of Attorney (see page 4).
</TABLE>
ITEM 9. UNDERTAKINGS.
Item 9 is omitted in reliance upon General Instruction E to Form S-8, and
the above incorporation by reference of a previously filed and currently
effective S-8 (File No. 333-43059).
3
<PAGE>
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 Milpitas, State of California, on this 28th day of
September 2000.
POLYCOM, INC.
By: /s/ MICHAEL R. KOUREY
-----------------------------------------
Michael R. Kourey
SENIOR VICE PRESIDENT, FINANCE AND
ADMINISTRATION, CHIEF FINANCIAL OFFICER,
SECRETARY AND DIRECTOR
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Robert C. Hagerty and Michael R. Kourey,
and each of them, his or her true and lawful agent, proxy and attorney-in-fact,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments
(including post-effective amendments) to this Registration Statement on
Form S-8 together with all schedules and exhibits thereto, (ii) act on, sign and
file such certificates, instruments, agreements and other documents as may be
necessary or appropriate in connection therewith, and (iii) take any and all
actions that may be necessary or appropriate to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby approving,
ratifying and confirming all that such agent, proxy and attorney-in-fact or any
of his substitutes may lawfully do or cause to be done by virtue thereof.
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON THIS 28TH DAY OF SEPTEMBER 2000 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
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<CAPTION>
SIGNATURES TITLE
---------- -----
<S> <C>
Chairman of the Board of
/s/ ROBERT C. HAGERTY Directors, President and
------------------------------ Chief Executive Officer
Robert C. Hagerty (PRINCIPAL EXECUTIVE
OFFICER)
Senior Vice President,
Finance and
/s/ MICHAEL R. KOUREY Administration, Chief
------------------------------ Financial Officer,
Michael R. Kourey Secretary and Director
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ BETSY S. ATKINS
------------------------------ Director
Betsy S. Atkins
------------------------------ Director
John Seely Brown
/s/ JOHN A. KELLEY
------------------------------ Director
John A. Kelley
/s/ STANLEY J. MERESMAN
------------------------------ Director
Stanley J. Meresman
------------------------------ Director
William A. Owens
</TABLE>
4
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
<C> <S>
4.1 1996 Stock Incentive Plan, as amended.
5.1 Opinion of counsel as to legality of securities being
registered.
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
</TABLE>
