As filed with the Securities and Exchange Commission on January 27, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYBERMEDIA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4347239
(State of incorporation) (I.R.S. Employer Identification No.)
3000 Ocean Park Boulevard, Suite 2001
Santa Monica, CA 90405
(Address, including zip code, of principal executive offices)
AMENDED 1993 STOCK PLAN
(Full Titles of the Plans)
Unni S. Warrier
President, Chief Executive Officer,
and Chairman of the Board
CYBERMEDIA, INC.
3000 Ocean Park Boulevard, Suite 2001
Santa Monica, CA 90405
(Name and address of agent for service)
(310) 581-4700
(Telephone number, including area code, of agent for service)
Copy to:
ARTHUR F. SCHNEIDERMAN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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<TABLE>
<S> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount oof
Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration
Registration
be Registered Registered(1) Price Per Share Offering Price(2) Fee
Newly reserved under the Amended 500,000 $11.06 $ 5,530,000 $ 1,631.35
1993 Stock Plan: Common Stock,
$0.01 par value, to be issued upon
exercise of options granted thereunder
</TABLE>
(1) The Amended 1993 Stock Plan (the "Plan") provides for an
annual increase in the number of shares of the Registrant's
Common Stock reserved and available for issuance under the
Plan equal to the lesser of 6% of the Registrant's Common
Stock outstanding as of the anniversary date of the adoption
of the Plan or 500,000 shares. Pursuant to Rule 416(a) under
the Securities Act of 1993, as amended (the "Securities
Act"), this Registration Statement shall also cover any
additional shares of the Registrant's Common Stock that
becomes issuable under the 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) Estimated solely for the purpose of computing the
registration fee required by Section 6(b) of the Securities
Act and computed pursuant to Rule 457(c) under the Securities
Act based upon the average of the high and low prices of the
Common Stock on January 23, 1998, as reported on the Nasdaq
National Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Contents of the Registrant's Form S-8 Registration
Statement No. 333-70113, dated January 20, 1997, relating to the
Amended 1993 Stock Plan is incorporated herein by reference.
Item 8. Exhibits.
Exhibit Number
4.1* Amended 1993 Stock Plan and Forms of
Agreements thereunder
5.1 Opinion of Wilson, Sonsini, Goodrich
& Rosati, P.C., as to legality of
securities being registered
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in
Exhibit 5.1)
24.1 Power of Attorney (see Page II-3)
* Incorporated by reference to the Registration Statement on Form S-8
(Comission File No. 333-20113), dated January 20, 1997, relating to
the Amended 1993 Stock Plan of the Registrant.
II-1
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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 Santa
Monica, State of California, on January 21, 1998.
CYBERMEDIA, INC.
By: /s/Unni S. Warrier
Unni S. Warrier, President
II-2
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Unni S. Warrier and
Jeffrey W. Beaumont, and each of them, their true and lawful attorneys
and agents, with full power of substitution, each with power to act
alone, to sign and execute on behalf of the undersigned any amendment
or amendments to this Registration Statement on Form S-8 and to
perform any acts necessary in order to file such amendments, and each
of the undersigned does hereby ratify and confirm all that said
attorneys and agents, or their or his or her substitutes, shall do or
cause to be done by virtue hereof. 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.
<TABLE>
<S> <C> <C> <C>
----------------------------------------------------- ------------------------------------- -------------------------
Signature Title Date
----------------------------------------------------- ------------------------------------- -------------------------
----------------------------------------------------- ------------------------------------- -------------------------
/s/Unni S. Warrier President, Chief Executive Officer January 21, 1998
Unni S. Warrier (Principal Executive Officer)
----------------------------------------------------- ------------------------------------- -------------------------
----------------------------------------------------- ------------------------------------- -------------------------
/s/Jeffrey W. Beaumont Chief Financial Officer January 21, 1998
Jeffrey W. Beaumont Officer)
----------------------------------------------------- ------------------------------------- -------------------------
----------------------------------------------------- ------------------------------------- -------------------------
/s/Suhas Patil Director January 21, 1998
Suhas Patil
----------------------------------------------------- ------------------------------------- -------------------------
----------------------------------------------------- ------------------------------------- -------------------------
/s/Ronald S. Posner Director January 21, 1998
Ronald S. Posner
----------------------------------------------------- ------------------------------------- -------------------------
----------------------------------------------------- ------------------------------------- -------------------------
/s/Kanwal Rekhi Director January 21, 1998
Kanwal Rekhi
----------------------------------------------------- ------------------------------------- -------------------------
----------------------------------------------------- ------------------------------------- -------------------------
/s/Peter Morris Director January 21, 1998
Peter Morris
----------------------------------------------------- ------------------------------------- -------------------------
----------------------------------------------------- ------------------------------------- -------------------------
/s/James R. Tolonen Director January 21, 1998
James R. Tolonen
----------------------------------------------------- ------------------------------------- -------------------------
</TABLE>
II-3
<PAGE>
CYBERMEDIA, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit
Number Description
4.1* Amended 1993 Stock Plan and Forms of
Agreements thereunder
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
P.C., as to legality of securities being
registered
23.1 Consent of Independent Auditors
23.2 Consent of Counsel(contained in Exhibit 5.1)
24.1 Power of Attorney (see Page II-3)
* Incorporated by reference to the Registration Statement on Form S-8 (Comission
File No. 333-20113), dated January 20, 1997, relating to the Registrant's
Amended 1993 Stock Plan.
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EXHIBIT 5.1
January 23, 1998
CyberMedia, Inc.
3000 Ocean Park Blvd., Suite 2001
Santa Monica, CA 90405
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or about
January 26, 1998 (the "Registration Statement"), in connection with
the registration under the Securities Act of 1933, as amended, of
500,000 shares of your Common Stock (the "Shares") reserved for
issuance under the Amended 1993 Stock Plan (the "Plan"). As your legal
counsel, we have examined the proceedings taken and proposed to be
taken in connection with the issuance, sale and payment of
consideration for the Shares to be issued under the Plan.
It is our opinion that, when issued and sold in compliance
with applicable prospectus delivery requirements and in the manner
referred to in the Plan and pursuant to the agreements which accompany
the Plan, the Shares will be legally and validly issued, fully paid
and non-assessable.
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 amendments
thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
CyberMedia, Inc.
We consent to the incorporation by reference in the registration
statement on Form S-8 of CyberMedia, Inc. of our report dated February 27, 1997
relating to the balance sheets of CyberMedia, Inc. as of December 31, 1996 and
1995 and the related statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1996,
which report appears in Form 10-K of CyberMedia, Inc. for the year ended
December 31, 1996.
Sincerely,
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Long Beach, California
January 23, 1998
EXHIBIT 23.2
CONSENT OF COUNSEL
[Contained in Exhibit 5.1]
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
[See Page II-3]
