<PAGE>
Registration No. 333- , Filed , 1997
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
Puma Technology, Inc.
-----------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 77-0349154
--------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
2940 North First Street
San Jose, CA 95134
--------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Puma Technology, Inc. 1993 Amended and Restated Stock Option Plan
Puma Technology, Inc. 1996 Employee Stock Purchase Plan
Individual Options Granted under the IntelliLink, Inc.
Incentive Stock Option Plan and Assumed by Puma Technology, Inc.
----------------------------------------------------------------
(Full title of the plan)
M. Bruce Nakao
Senior Vice President, Finance
and Administration and Chief Financial Officer
Puma Technology, Inc.
2940 North First Street
San Jose, CA 95134
------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 321-7650.
This registration statement, including all exhibits and attachments, contains
16 pages. The exhibit index may be found on page 8 of the consecutively
numbered pages of the registration statement.
This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended.
1
<PAGE>
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
Securities to be Amount to be offering price per aggregate offering Amount of
registered(1) registered share(2) price(2) registration fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1993 AMENDED AND RESTATED STOCK OPTION PLAN
Common Stock, 1,756,182 $ 6.6381 $11,657,711.73
Par Value $0.001 796,702 $11.1875 $ 8,913,103.63
1996 EMPLOYEE STOCK PURCHASE PLAN
Common Stock, 250,000 $ 9.5094 $ 2,377,350.00
Par Value $0.001
INTELLILINK ASSUMED OPTIONS
Common Stock, 84,471 $ 2.0762 $ 175,378.69
Par Value $0.001
TOTALS 2,887,355 $23,123,544.05 $7,007.13
</TABLE>
- --------------------
(1) The Common Stock to be registered include options and rights to acquire
such Common Stock.
(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. With respect to the 1993 Amended and Restated Stock Option
Plan, the price of the 1,756,182 shares subject to outstanding but
unexercised options is based on the weighted average exercise price, and the
price of the remaining 796,702 shares is based upon the average of the high
and low prices of the Common Stock on May 28, 1997 as reported on the
National Association of Securities Dealers Automated Quotation System
("Nasdaq"). The 1996 Employee Stock Purchase Plan establishes a purchase
price equal to 85% of the fair market value of the Company's Common Stock
and, therefore, the price for the 250,000 shares issuable under purchase
rights granted under this plan is based upon 85% of the average of the high
and low prices of the Common Stock on May 28, 1997 as reported on Nasdaq.
With respect to the IntelliLink Assumed Options, the price of the 84,471
shares is based on the weighted average exercise price.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Puma Technology, Inc. (the "Company") hereby incorporates by reference
in this registration statement the following documents:
(a) The Company's latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the "Securities Act") containing
audited financial statements for the Company's latest fiscal year ended July
31, 1996. The prospectus is included in the Company's Registration Statement
on Form S-1 (No. 333-11445, effective December 4, 1996).
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
end of the fiscal year covered by the registrant document referred to in (a)
above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on November 8, 1996 under
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
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 to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware law authorizes corporations to eliminate the personal liability
of directors to corporations and their stockholders for monetary damages for
breach or alleged breach of the directors' "duty of care." While the
relevant statute does not change the directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on directors' duty of
loyalty, acts or omissions not in good faith or
3
<PAGE>
involving intentional misconduct or knowing violations of law, illegal
payment of dividends and approval of any transaction from which a director
derives an improper personal benefit.
The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and
its stockholders for monetary damages for breach or alleged breach of their
duty of care. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted by the
General Corporation Law of the State of Delaware, the Company's state of
incorporation, including those circumstances in which indemnification would
otherwise be discretionary under Delaware Law. Section 145 of the General
Corporation Law of the State of Delaware provides for indemnification in
terms sufficiently broad to indemnify such individuals, under certain
circumstances, for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering
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;
(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)(l)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-
4
<PAGE>
effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
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 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.
(h) Request for acceleration of effective date or filing of
registration statement on Form S-8
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 Act and will be governed by the final adjudication of such
issue.
5
<PAGE>
SIGNATURE
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 San Jose, State of California, on
____________________, 1997.
Puma Technology, Inc.
By: /s/ M. Bruce Nakao
--------------------------------------
M. Bruce Nakao
Senior Vice President, Finance and
Administration and Chief Financial
Officer
6
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
The officers and directors of Puma Technology, Inc. whose signatures
appear below, hereby constitute and appoint Bradley A. Rowe and M. Bruce
Nakao, 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 each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his
substitutes, shall do or cause to be done by virtue hereof. Pursuant to the
requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities
indicated on ____________________, 1997.
Signature Title
/s/ Bradley A. Rowe
- ----------------------------------- President, Chief Executive Officer and
Bradley A. Rowe Director
/s/ M. Bruce Nakao
- ----------------------------------- Senior Vice President, Finance and
M. Bruce Nakao Administration and Chief Financial Officer
/s/ Stephen A. Nicol
- ----------------------------------- Senior Vice President, Sales and Director
Stephen A. Nicol
/s/ Michael M. Clair
- ----------------------------------- Chairman of the Board and Director
Michael M. Clair
/s/ Tyrone F. Pike
- ----------------------------------- Director
Tyrone F. Pike
/s/ Robert D. Rutner
- ----------------------------------- Director
Robert D. Rutner, D.D.S.
7
<PAGE>
EXHIBIT INDEX
Sequentially
Numbered Page
-------------
4.1 Restated Certificate of Incorporation of the Company 9
filed with the Delaware Secretary of State on January
16, 1997
4.2 Bylaws of the Company are incorporated by reference to --
Exhibit 3.3 to the Company's Registration Statement on
Form S-1 filed with the Securities and Exchange
Commission on September 11, 1996 (File No.
333-11445)
4.3 Agreement and Plan of Merger dated April 30, 1996
among the Company, IntelliLink Corp. and certain
security-holders of IntelliLink Corp. is incorporated by
reference to Exhibit 10.10 to the Company's
Amendment No. 1 to the Registration Statement on
Form S-1 filed with the Securities and Exchange
Commission on October 16, 1996 (File No. 333-11445)
4.4 Agreement and Plan of Merger between Puma --
Technology, Inc., a California corporation, and the
Company is incorporated by reference to Exhibit 2.1 to
the Company's Amendment No. 2 to the Registration
Statement on Form S-1 filed with the Securities and
Exchange Commission on November 8, 1996 (File
No. 333-11445)
5 Opinion re legality 13
23.1 Consent of Counsel (included in Exhibit 5) --
23.2 Consent of Price Waterhouse LLP 14
24 Power of Attorney (included in signature pages to this --
registration statement)
8
<PAGE>
EXHIBIT 4.1
RESTATED CERTIFICATE OF INCORPORATION
OF
PUMA TECHNOLOGY, INC.
(Pursuant to Section 245 of General Corporation Law of the State of Delaware)
Puma Technology, Inc. a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation")
certifies as follows:
1. The Corporation's Certificate of Incorporation was filed on August 8,
1996 under the name Puma Technology Delaware Corporation.
2. The Corporation's Restated Certificate of Incorporation was duly
adopted by the Board of Directors at a regular meeting in accordance with
Section 245 of the Corporation Law.
3. The Corporation's Restated Certificate of Incorporation only restates
and integrates and does not further amend the provisions of the Corporation's
Certificate of Incorporation as theretofore amended or supplemented, and
there is no discrepancy between those provisions and the provisions of the
Restated Certificate.
4. The Corporation's Certificate of Incorporation is restated to read in
full as follows:
FIRST: The name of the Corporation is Puma Technology, Inc.
SECOND: The address of the registered office of the Corporation in
the State of Delaware is Incorporating Services, Ltd., 15
East North Street, in the City of Dover, County of Kent. The
name of the registered agent at that address is Incorporating
Services, Ltd.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under
the General Corporation Law of Delaware.
FOURTH:
A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Forty-Two Million
(42,000,000) consisting of Forty Million (40,000,000) shares of
Common Stock, par value one-tenth of one cent ($.001) per share
(the "Common Stock") and Two Million (2,000,000) shares of
Preferred Stock, par value one-tenth of one cent ($.001) per
share (the "Preferred Stock").
B. The Preferred Stock authorized by this Certificate of
Incorporation may be issued from time to time in series. The
Board of Directors is
9
<PAGE>
authorized to determine, alter or eliminate any or all of the
rights, preferences, privileges and restrictions granted to or
imposed upon any wholly unissued series of Preferred shares, and
to fix, increase or decrease the number of shares comprising any
such series and the designation thereof, or any of them, and to
provide for the rights and terms of redemption or conversion of
the shares of any such series.
FIFTH: The following provisions are inserted for the management of
the business and the conduct of the affairs of the
Corporation, and for further definition, limitation and
regulation of the powers of the Corporation and of its
directors and stockholders:
A. The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors. In
addition to the powers and authority expressly conferred upon
them by statute or by this Certificate of Incorporation or
the Bylaws of the Corporation, the directors are hereby
empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation.
B. The directors of the Corporation need not be elected by
written ballot unless the Bylaws so provide.
C. On and after the closing date of the first sale of the
Corporation's Common Stock pursuant to a firmly underwritten
registered public offering (the "IPO"), any action required
or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may
not be effected by any consent in writing by such
stockholders. Prior to such sale, unless otherwise provided
by law, any action which may otherwise be taken at any
meeting of the stockholders may be taken without a meeting
and without prior notice, if a written consent describing
such actions is signed by the holders of outstanding shares
having not less than the minimum number of votes which would
be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and
voted.
D. Special meetings of stockholders of the Corporation may be
called only (1) by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of
authorized directors (whether or not there exist any
vacancies in previously authorized directorships at the time
any such resolution is presented to the Board for adoption)
or (2) by the holders of not less than ten percent (10%) of
all of the shares entitled to cast votes at the meeting.
SIXTH:
A. The number of directors shall initially be set at four (4)
and, thereafter, shall be fixed from time to time exclusively
by the Board of Directors pursuant to a resolution adopted by
a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously
authorized directorships at
10
<PAGE>
the time any such resolution is presented to the Board for
adoption). Subject to the rights of the holders of any series
of Preferred Stock then outstanding, a vacancy resulting from
the removal of a director by the stockholders as provided in
Article SIXTH, Section C below may be filled at a special
meeting of the stockholders held for that purpose.
B. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships
resulting from any increase in the authorized number of
directors or any vacancies in the Board of Directors
resulting from death, resignation or other cause (other than
removal from office by a vote of the stockholders) may be
filled only by a majority vote of the directors then in
office, though less than a quorum, and directors so chosen
shall hold office for a term expiring at the next annual
meeting of stockholders at which the term of office of the
class to which they have been elected expires, and until
their respective successors are elected, except in the case
of the death, resignation, or removal of any director. No
decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
C. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any directors, or the
entire Board of Directors, may be removed from office at any
time, with or without cause, but only by the affirmative vote
of the holders of at least a majority of the voting power of
all of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of
directors, voting together as a single class. Vacancies in
the Board of Directors resulting from such removal may be
filled by a majority of the directors then in office, though
less than a quorum, or by the stockholders as provided in
Article SIXTH, Section A above. Directors so chosen shall
hold office for a term expiring at the next annual meeting of
stockholders at which the term of office of the class to
which they have been elected expires, and until their
respective successors are elected, except in the case of the
death, resignation, or removal of any director.
SEVENTH: The Board of Directors is expressly empowered to adopt,
amend or repeal Bylaws of the Corporation. Any adoption,
amendment or repeal of Bylaws of the Corporation by the
Board of Directors shall require the approval of a majority
of the total number of authorized directors (whether or not
there exist any vacancies in previously authorized
directorships at the time any resolution providing for
adoption, amendment or repeal is presented to the Board).
The stockholders shall also have power to adopt, amend or
repeal the Bylaws of the Corporation. Any adoption,
amendment or repeal of Bylaws of the Corporation by the
stockholders shall require, in addition to any vote of the
holders of any class or series of stock of the Corporation
required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least sixty-six and
two-thirds percent (66-2/3%) of the voting power of all of
the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of
directors, voting together as a single class.
11
<PAGE>
EIGHTH: A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for
liability (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 involved
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived
an improper personal benefit.
If the Delaware General Corporation Law is hereafter amended to
authorize the further elimination or limitation of the
liability of a director, then the liability of a director of
the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as
so amended.
Any repeal or modification of the foregoing provisions of
this Article EIGHTH by the stockholders of the Corporation
shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such
repeal or modification.
NINTH: The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in
the manner prescribed by the laws of the State of Delaware
and all rights conferred upon stockholders are granted
subject to this reservation; PROVIDED, HOWEVER, that,
notwithstanding any other provision of this Certificate of
Incorporation or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any vote
of the holders of any class or series of the stock of this
Corporation required by law or by this Certificate of
Incorporation, the affirmative vote of the holders of at
least 66-2/3% of the voting power of all of the then
outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors,
voting together as a single class, shall be required to
amend or repeal this Article NINTH, Article FIFTH, Article
SIXTH, Article SEVENTH or Article EIGHTH.
IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate to be signed by a duly authorized officer on this ___day of
January, 1997.
PUMA TECHNOLOGY, INC.
By:
---------------------------
Bradley A. Rowe, President
By:
---------------------------
Steven Nicol, Secretary
12
<PAGE>
EXHIBIT 5
[GRAY CARY WARE FREIDENRICH LETTERHEAD]
June 2, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Puma Technology, Inc., a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 2,887,355 shares of
the Common Stock, $0.001 par value, of the Company which may be issued
pursuant (i) to the exercise of options and purchase rights granted under the
Puma Technology, Inc. 1993 Amended and Restated Stock Option Plan and 1996
Employee Stock Purchase Plan (collectively, the "Plans"), and (ii) the
exercise of individual options granted under the IntelliLink Option Plan and
assumed by the Company (the "Agreements").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed.
In such examination, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals and the
conformity to the originals of all documents submitted to us as copies. We
are admitted to practice only in the State of California and we express no
opinion concerning any law other than the law of the State of California, the
corporation laws of the State of Delaware and the federal law of the United
States. As to matters of Delaware corporation law, we have based our opinion
solely upon our examination of such laws and the rules and regulations of the
authorities administering such laws, all as reported in standard, unofficial
compilations. We have not obtained opinions of counsel licensed to practice
in jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the 2,887,355
shares of Common Stock which may be issued upon exercise of options and
purchase rights under the Plans and the Agreements are duly authorized shares
of the Company's Common Stock, and, when issued against receipt of the
consideration therefor in accordance with the provisions of the Plans and
Agreements, will be validly issued, fully paid and nonassessable. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and the use of our name wherever it appears in
said Registration Statement.
Very truly yours,
/s/ GRAY CARY WARE & FREIDENRICH
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
13
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 20, 1996, except for Note 10
which is as of November 27, 1996, which appears on page F-2 of Puma
Technology, Inc.'s Registration Statement on Form S-1 (No. 333-11445). We
also consent to the application of such report to the Financial Statement
Schedule for the period from August 27, 1993 (inception) to July 31, 1994 and
the two years in the period ended July 31, 1996 listed under Item 16(b) of
such Form S-1, when such Schedule is read in conjunction with the financial
statements referred to in our report. The audits referred to in such report
also included this schedule.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
San Jose, California
May 29, 1997
14
