<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 1998.
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROCKSHOX, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0396555
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
401 CHARCOT AVENUE
SAN JOSE, CALIFORNIA 95131
(Address, Including Zip Code, of Principal Executive Offices)
ROCKSHOX, INC. 1998 STOCK OPTION PLAN
(Full Title of the Plan)
CHARLES E. NOREEN, JR.
CHIEF FINANCIAL OFFICER AND SECRETARY
ROCKSHOX, INC.
401 CHARCOT AVENUE
SAN JOSE, CALIFORNIA 95131
(Name and Address of Agent for Service)
(408) 435-7469
(Telephone Number, Including Area Code, of Agent for Service)
--------------------
COPY TO:
MICHAEL A. WORONOFF, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE
SUITE 3400
LOS ANGELES, CALIFORNIA 90071
----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGRE- AMOUNT OF REGISTRATION
REGISTERED REGISTERED PRICE PER SHARE(1) GATE OFFERING PRICE(1) FEE(1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 300,000(2) $7.25 $2,175,000 $642
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rules 457(c) and (h) under the Securities Act of 1933, as amended (the
"Securities Act"), on the basis of the average of the high and low sale
prices for a share of common stock of RockShox, Inc. ("Common Stock") on
The Nasdaq Stock Market on February 27, 1998.
(2) Plus such additional number of shares of Common Stock as may be issuable
pursuant to the antidilution provisions of the RockShox, Inc. 1998 Stock
Option Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
have been or will be sent or given to employees as specified by Rule 428(b)(1)
under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, RockShox, Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended March 31,
1997;
(b) All other reports of the Company filed pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Company's Annual Report referred
to in (a) above; and
(c) The description of the Common Stock which is contained in
the Company's Registration Statement on Form 8-A filed with
the Commission pursuant to Section 12(b) of the Exchange Act
on September 18, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a 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 that is
or is deemed to be incorporated by reference herein modifies or supersedes such
previous statement. Any such statement so modified or superseded shall not be
deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware (the "DGCL"), a Delaware
corporation generally has the power to indemnify its present and former
directors, officers, employees and agents against expenses and liabilities
incurred by them in connection
2
<PAGE>
with any action, suit or proceeding to which they are, or are threatened to
be made, a party by reason of their serving in those positions so long as
they acted in good faith and in a manner they reasonably believed to be in,
or not opposed to, the best interests of the company, and with respect to any
criminal action or proceeding, so long as they had no reasonable cause to
believe their conduct was unlawful. The statute expressly provides that the
power to indemnify authorized thereby is not exclusive of any rights granted
under any bylaw, agreement, vote of stockholders or disinterested directors,
or otherwise. The Certificate of Incorporation of the Company and Bylaws of
the Company provide for indemnification of present and former directors and
officers of the Company and persons serving as directors, officers, employees
or agents of other corporations or entities at the request of the Company,
each to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock) of
the DGCL, or (iv) for any transactions from which the director derived an
improper personal benefit. The Certificate of Incorporation of the Company
contains such a provision.
The Company maintains insurance for the protection of its directors and
officers against claims asserted against them in their official capacities.
The preceding discussion of the Certificate of Incorporation of the
Company, the Bylaws of the Company and the DGCL is not intended to be exhaustive
and is qualified in its entirety by reference to the complete texts of the
Certificate of Incorporation of the Company and the Bylaws of the Company and to
the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of the Company
(filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-1, dated September 26, 1996 (File
no. 333-8069), and incorporated herein by reference).
4.2 Bylaws of the Company (filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-1, dated
September 26, 1996 (File no. 333-8069) and incorporated
herein by reference).
4.3 Specimen Stock Certificate (filed as Exhibit 4 to the
Company's Registration Statement on Form S-1, dated
September 26, 1996, (File no. 333-8069), and
incorporated herein by reference).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding the legality of the securities being
registered.
23.1 Consent of Coopers & Lybrand LLP, independent
accountants.
3
<PAGE>
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in its opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of
this registration statement).
</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 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
4
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 and will be governed by the final adjudication of such issue.
5
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Charles E. Noreen, Jr. his or her true and lawful attorney-in-fact and agent
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 sign any or all
amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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 San Jose, State of California, on this 3rd day of
March 3, 1998.
ROCKSHOX, INC.
By: /s/ CHARLES E. NOREEN, JR.
-------------------------------------------
Charles E. Noreen, Jr.
Chief Financial Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated, on March 3, 1998.
/s/ GEORGE NAPIER March 3, 1998
- ------------------------- Chief Executive Officer and -------------
George Napier President (Principal Executive Date
Officer)
/s/ CHARLES E. NOREEN, JR. March 3, 1998
- ------------------------- Chief Financial Officer and -------------
Charles E. Noreen, Jr. Secretary (Principal Financial Date
and Accounting Officer)
/s/ JOHN W. JORDAN March 3, 1998
- ------------------------- Director -------------
John W. Jordan Date
/s/ ADAM E. MAX March 3, 1998
- ------------------------- Director -------------
Adam E. Max Date
/s/ STEPHEN W. SIMONS March 3, 1998
- ------------------------- Director -------------
Stephen W. Simons Date
6
<PAGE>
- ------------------------- Director -------------
Paul H. Turner Date
/s/ MICHAEL R. GAULKE March 3, 1998
- ------------------------- Director -------------
Michael R. Gaulke Date
/s/ EDWARD POST March 3, 1998
- ------------------------- Director -------------
Edward Post Date
7
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of the Company (filed as
Exhibit 3.1 to the Company's Registration Statement on Form S-1,
dated September 26, 1996 (File no. 333-8069) and incorporated
herein by reference).
4.2 Bylaws of the Company, (filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-1, dated September 26, 1996
(File no. 333-8069) and incorporated herein by reference).
4.3 Specimen Stock Certificate (filed as Exhibit 4 to the Company's
Registration Statement on Form S-1, dated September 26, 1996
(File no. 333-8069), and incorporated herein by reference).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
legality of the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
its opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
registration statement).
</TABLE>
8
<PAGE>
Exhibit 5.1
[SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD]
March 3, 1998
RockShox, Inc.
401 Charcot Avenue
San Jose, California 95131
Ladies and Gentlemen:
We have acted as special counsel to RockShox, Inc., a Delaware
corporation (the "Company"), in connection with the filing with the Securities
and Exchange Commission (the "Commission"), of its Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), covering up to 300,000 shares (the "Option
Shares") of Common Stock, par value $.01 per share, of the Company ("Common
Stock"), to be issued by the Company upon exercise of options granted under the
RockShox, Inc. 1998 Stock Option Plan (the "Plan").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Plan, (ii) the Restated Certificate
of Incorporation of the Company and the Bylaws of the Company, (iii) the
Registration Statement, (iv) copies of certain resolutions of the Board of
Directors of the Company relating to, among other things, the Plan, the Option
Shares and the Registration Statement, (v) the form of certificates representing
the Option Shares and (vi) such records of the Company and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as we have considered necessary or appropriate as a
basis for the opinions set forth herein.
<PAGE>
RockShox, Inc.
March 3, 1998
Page 2
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as conformed, certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Company, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and that such documents constitute or will constitute
valid and binding obligations of such parties. As to any facts material to the
opinions expressed herein that we have not independently established or
verified, we have relied upon oral or written statements and representations of
officers and other representatives of the Company and others.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.
We express no opinion as to the laws of any jurisdiction other than
the Delaware General Corporation Law.
Based upon and subject to the foregoing, and to the limitations,
qualifications, exceptions and assumptions set forth herein, and assuming (i)
the valid issuance of options pursuant to the Plan, (ii) the conformity of the
certificates representing the Option Shares to the forms thereof examined by us
and (iii) the due execution and countersignature of such certificates, we are of
the opinion that upon the issuance and sale of Option Shares upon the exercise
of the options and receipt by the Company of the exercise price of such options,
in the manner contemplated by the Plan and the Registration Statement, and
subject to the Company completing all actions and proceedings required on its
part to be taken prior to the issuance of the Option Shares pursuant to the
terms of the Plan, the Option Shares will be validly issued, fully paid and
nonassessable.
<PAGE>
RockShox, Inc.
March 3, 1998
Page 3
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and, except as set forth in the
next sentence, is not to be used, circulated, quoted or otherwise referred to
for any other purpose or relied upon by any other person for any purpose without
our prior express written consent. We hereby consent to the filing of this
opinion with the Commission as Exhibit 5.1 to the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
RockShox, Inc. on Form S-8 of our reports dated April 25, 1997, on our audit of
the consolidated financial statements and financial statement schedule of
RockShox, Inc. as of March 31, 1997 and 1996, and for the years ended March 31,
1997 and 1996, the three-month period ended March 31, 1995, and the year ended
December 31, 1994, included in the Annual Report on Form 10-K of RockShox, Inc.
for the year ended March 31, 1997, filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1934.
/s/ COOPERS & LYBRAND L.L.P.
San Jose, California
March 2, 1998
