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Registration No. ____________, Filed February 20, 1998
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PUMA TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 77-0349154
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
2550 North First Street, Suite 500
SAN JOSE, CA 95131
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(Address of principal executive offices) (Zip code)
Puma Technology, Inc.
1993 AMENDED AND RESTATED STOCK OPTION PLAN
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(Full title of the plan)
M. Bruce Nakao
Senior Vice President, Finance
and Administration and Chief Financial Officer
Puma Technology, Inc.
2550 North First Street, Suite 500
SAN JOSE, CA 95131
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 321-7650.
This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended.
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Securities Amount to be offering price per aggregate offering Amount of
be registered(1) to registered share(2) price(2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, 1,003,949 $7.125
Par Value $0.001
TOTALS 1,003,949 7,153,136.60 $2,110.18
</TABLE>
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(1) The securities to be registered are Common Stock which include
options to acquire such Common Stock.
(2) Estimated pursuant to Rule 457 solely for purposes of calculating
the registration fee. As to the price $7.125 is based upon the average of the
high and low prices of the Common Stock on February 17, 1998 as reported on the
National Association of Securities Dealers Automated Quotation
System.
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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 annual report on Form 10-K, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") under the Securities Act of 1933, as amended (the
"Securities Act") containing audited financial statements for the Company's
latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of 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 pursuant to the Company's 1993 Amended and Restated Stock
Option Plan.
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
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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-
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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.
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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 February 20, 1998.
Puma Technology, Inc.
By: /s/ M. Bruce Nakao
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M. Bruce Nakao
Senior Vice President, Finance and
Administration, and Chief Financial
Officer
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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 February 20, 1998.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ Bradley A. Rowe President, Chief Executive Officer
- ----------------------------------- and Director (Principal Executive
Bradley A. Rowe Officer)
/s/ M. Bruce Nakao Senior Vice President, Finance and
- ----------------------------------- Administration and Chief Financial Officer
M. Bruce Nakao (Principal Financial and Accounting
Officer)
/s/ Stephen A. Nicol Senior Vice President, Sales and
- ----------------------------------- Director
Stephen A. Nicol
/s/ Michael M. Clair Chairman of the Board and Director
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Michael M. Clair
/s/ Tyrone F. Pike Director
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Tyrone F. Pike
/s/ Robert D. Rutner Director
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Robert D. Rutner, D.D.S.
</TABLE>
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EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of the Company is incorporated by
reference to Exhibit 4.1 to the Company's Form S-8 filed on June 2, 1997
(File No. 333-28277)
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)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Price Waterhouse LLP
24 Power of Attorney (included in signature pages to this registration
statement)
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EXHIBIT 5
Gray Cary Ware & Freidenrich LLP
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400 Hamilton Avenue, Palo Alto, CA 94301-1825
Phone 650-328-6561 Fax 650-327-3699 www.gcwf.com
February 20, 1998
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 1,003,949 shares of
the Common Stock, $0.001 par value, of the Company which may be issued
pursuant to the exercise of options granted under the Puma Technology, Inc.
1993 Amended and Restated Stock Option Plan (the "Option Plan").
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 1,003,949 shares of
Common Stock which may be issued upon exercise of options granted under the
Option Plan 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 Option Plan, 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.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDERICH LLP
GRAY CARY WARE & FREIDENRICH LLP
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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 25, 1997, which appears on
page 35 of the 1997 Annual Report to Shareholders of Puma Technology, Inc.,
which is incorporated by reference in Puma Technology, Inc.'s Annual Report on
Form 10-K for the year ended July 31, 1997. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears in such Annual Report on Form 10-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
San Jose, California
February 17, 1998
