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Registration No.________________, Filed May 5, 1999
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
- -------------------------------- ------------------------------------
(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.
1998 Employee Stock Purchase Plan
---------------------------------
(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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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
Securities to be Amount to be offering price aggregate Amount of
registered(1) registered per share(2) offering price(2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, 500,000 $4.436 $2,218,000.00 $616.60
Par Value $0.001
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(1) The securities to be registered are Common Stock which include rights to
acquire such Common Stock.
(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The 1998 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 shares under this plan is based upon
85% of the average of the high and low prices of the Common Stock on April
30, 1999 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 Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended July 31, 1998, as filed with the Securities and
Exchange Commission on November 13, 1998.
(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.
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 involving intentional misconduct or knowing
violations of law, illegal payment of
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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 of 1933, as amended (the "Securities Act").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
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;
(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 (1)(i) and (1)(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-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
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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, 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.
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 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.
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.
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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
May 3, 1999.
PUMA TECHNOLOGY, INC.
By: /s/ M. Bruce Nakao
-----------------------------------
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 and on the dates indicated.
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<CAPTION>
Signature Title Date
- -------------------------- ------------------------------------ ---------------
<S> <C> <C>
/s/ Bradley A. Rowe President, Chief Executive Officer
- -------------------------- and Director (Principal Executive April 29, 1999
Bradley A. Rowe Officer)
Senior Vice President, Finance and
Administration and Chief Financial
/s/ M. Bruce Nakao Officer
- -------------------------- (Principal Financial and Accounting May 3, 1999
M. Bruce Nakao Officer)
/s/ Stephen A. Nicol Senior Vice President of Sales and April 29, 1999
- -------------------------- Marketing and Director
Stephen A. Nicol
/s/ Michael M. Clair Chairman of the Board and Director April 29, 1999
- --------------------------
Michael M. Clair
/s/ Tyrone F. Pike Director April 28, 1999
- --------------------------
Tyrone F. Pike
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EXHIBIT INDEX
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4.1 Restated Certificate of Incorporation of the Company filed with the
Delaware Secretary of State on January 16, 1997 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 PricewaterhouseCoopers LLP
24 Power of Attorney (included in signature pages to this registration
statement)
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EXHIBIT 5
[LETTERHEAD]
May 3, 1999
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 500,000 shares of the
Common Stock, $0.001 par value, of the Company which may be issued pursuant
to the Puma Technology, Inc. 1998 Employee Stock Purchase Plan (the "Purchase
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 500,000 shares of
Common Stock which may be issued pursuant to the Purchase 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 Purchase 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 & Freidenrich LLP
GRAY CARY WARE & FREIDENRICH LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 24, 1998, which appears on
page 31 of the 1998 Annual Report to Stockholders 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, 1998. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 26 of such Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
San Jose, California
May 3, 1999
