<PAGE>
As filed with the Securities and Exchange Commission on August 19, 1998
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
---------------
NETOPIA, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3661 94-3033136
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
2470 MARINER SQUARE LOOP
ALAMEDA, CALIFORNIA 94501
(Address of principal executive offices) (Zip Code)
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NETOPIA, INC.
1996 STOCK OPTION PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
---------------
ALAN B. LEFKOF
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NETOPIA, INC.
2470 MARINER SQUARE LOOP
ALAMEDA, CALIFORNIA 94501
(Name and address of agent for service)
(510) 814-5100
(Telephone number, including area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) per Share (2) Price (2) Fee
<S> <C> <C> <C> <C>
1996 Stock Option Plan
- ----------------------
Options 1,076,146 N/A N/A N/A
Common Stock (par value $.001) 1,076,146 $9.00 $9,685,314 $2,857.17
Employee Stock Purchase Plan
- ----------------------------
Common Stock (par value $.001) 100,000 $9.00 $ 900,000 $ 265.50
===================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1996 Stock Option Plan and the
Employee Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
outstanding shares of Common Stock of Netopia, Inc.
(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 average of the high
and low prices per share of Common Stock of Netopia, Inc. as reported on
the Nasdaq National Market on August 13, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
Netopia, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed
with the Securities and Exchange Commission (the "SEC"):
a. The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1997;
b. (1) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1997;
(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998;
(3) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998; and
c. The Registrant's Registration Statement No. 0-28450 on Form 8-A
filed with the SEC on May 3, 1996 pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"),
together with amendments thereto, in which there is described the
terms, rights and provisions applicable to the Registrant's
outstanding 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 deregisters 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.
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 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 Indemnification Agreements provide the Registrant's
officers and directors with further indemnification to the maximum
extent permitted by the Delaware General Corporation Law.
<PAGE>
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
- -------------- -------
4 Instrument Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 0-28450 on Form 8-A,
together with amendments thereto, which is incorporated herein
by reference pursuant to Item 3(c) of this Registration
Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
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 paragraphs 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 Registrant's 1996 Stock Option Plan and Employee
Stock Purchase Plan.
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 SEC, such indemnification is 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-2
<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 Alameda, State of
California on this 17th day of August, 1998.
NETOPIA, INC.
By: /s/ Alan B. Lefkof
____________________
Alan B. Lefkof
President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Farallon
Communications, Inc., a Delaware corporation, do hereby constitute and
appoint Alan B. Lefkof and James A. Clark, and either of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and
all acts and things and to execute any and all instruments which said
attorneys and agents, and either one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with
this Registration Statement. Without limiting the generality of the
foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in
the capacities indicated below to this Registration Statement, to any and
all amendments, both pre-effective and post-effective, and supplements to
this Registration Statement, and to any and all instruments or documents
filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and either of the undersigned hereby
ratifies and confirms all that said attorneys and agents, or either one of
them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Alan B. Lefkof President and Chief Executive Officer August 17, 1998
__________________ and Director
Alan B. Lefkof (Principal Executive Officer)
/s/ James A. Clark Vice President and August 17, 1998
__________________ Chief Financial Officer
James A. Clark (Principal Financial and Accounting Officer)
__________________ Chairman of the Board of Directors _________, 1998
Reese M. Jones
II-3
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Signature Title Date
- --------- ----- ----
_____________________ Director _________, 1998
Bandel L. Carano
/s/ David F. Marquardt Director August 17, 1998
______________________
David F. Marquardt
/s/ James R. Swartz Director August 17, 1998
______________________
James R. Swartz
II-4
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EXHIBIT INDEX
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Exhibit Number Exhibit
- -------------- -------
4 Instrument Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 0-28450 on Form 8-A,
together with amendments thereto, which is incorporated herein
by reference pursuant to Item 3(c) of this Registration
Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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EXHIBIT 5
[LETTERHEAD OF GUNDERSON DETTMER STOUGH VILLENEUVE FRANKLIN & HACHIGIAN, LLP]
August 19, 1998
Netopia, Inc.
2470 Mariner Square Loop
Alameda, CA 94501
Re: Netopia, Inc. Registration Statement for Offering of an
Aggregate of 1,176,146 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of (i) 1,076,146
shares of Common Stock under the 1996 Stock Option Plan and (ii) 100,000 shares
of Common Stock under the Employee Stock Purchase Plan, such shares will be
validly issued, fully paid and nonassessable shares of the Company's Common
Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
_____________________________________
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
<PAGE>
EXHIBIT 23.1
Consent of KPMG Peat Marwick LLP, Independent Auditors
The Board of Directors
Netopia, Inc.:
We consent to incorporation by reference in the registration statement dated
August 19, 1998, on Form S-8 of Netopia, Inc. of our report dated November 4,
1997, relating to the consolidated balance sheets of Netopia, Inc. and
subsidiary as of September 30, 1997 and 1996, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended September 30, 1997, and the related
schedule, which reports appear in the September 30, 1997, annual report on Form
10-K of Netopia, Inc.
/s/ KPMG PEAT MARWICK LLP
Mountain View, California
August 18, 1998
