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As filed with the Securities and Exchange Commission on October 27, 2000.
REGISTRATION NO. 333-
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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 OF INCORPORATION) (I.R.S. Employer Identification Number)
2550 NORTH FIRST STREET, #500
SAN JOSE, CALIFORNIA 95131
(408) 321-7650
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
PUMA TECHNOLOGY, INC.
2000 SUPPLEMENTAL STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
KELLY HICKS
VICE PRESIDENT, OPERATIONS AND CHIEF FINANCIAL OFFICER
2550 NORTH FIRST STREET, #500
SAN JOSE, CALIFORNIA 95131
(408) 321-7650
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
SUSAN J. SKAER, ESQ.
GENERAL COUNSEL ASSOCIATES LLP
1891 LANDINGS DRIVE
MOUNTAIN VIEW, CA 94043
(650) 428-3900
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
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Common Stock,
$.001 par value............. 125,208 shares (1) $21.9844(2) $ 2,752,622.76(3) $ 726.69
Common Stock,
$.001 par value............. 1,374,792 shares (4) $12.8125(5) $17,614,522.50(5) $4,650.23
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TOTAL................... 1,500,000 shares --- $20,367,145.26 $5,376.92
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</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken down
into two sub-totals. This sub-total represents the number of shares issuable
upon exercise of presently outstanding options (options that have been granted
as of the date of this Registration Statement) issued under the 2000
Supplemental Stock Option Plan.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the total registration fee. Computation
based on the weighted average exercise price (rounded to the nearest cent)
for all presently outstanding options described in note 1 above.
(3) Calculated in accordance with Rule 457(h) under the Securities Act of
1933 based on the aggregate exercise price for all presently outstanding
options described in note 1 above.
(4) This subtotal represents the sum of shares issuable upon exercise of options
that have not yet been granted under the 2000 Supplemental Stock Option Plan as
of the date of this Registration Statement.
(5) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the total registration fee. Computation
based upon the average of the high and low prices of the Common Stock as
reported on the Nasdaq National Market on October 26, 2000 because the price at
which the options to be granted in the future may be exercised is not currently
determinable.
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PART II:
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE
The following documents and information heretofore filed by Puma
Technology, Inc. (the "Registrant") with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
(a) our 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 our latest fiscal year ended July 31, 2000;
(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; and
(c) the description of our Common Stock contained in our 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 us 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
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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 dividends and approval of any transaction from which a
director derives an improper personal benefit.
We have adopted provisions in our Certificate of Incorporation which
eliminate the personal liability of our directors and our stockholders for
monetary damages for breach or alleged breach of their duty of care. Our Bylaws
provide for indemnification of our directors, officers, employees and agents to
the full extent permitted by the General Corporation Law of the State of
Delaware, our 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
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Not Applicable.
ITEM 8 EXHIBITS
Exhibit
Number Document
4.1 Puma Technology, Inc. 2000 Supplemental Stock Option Plan and related
form of stock option agreement.
5.1 Opinion of Counsel as to Legality of Securities Being Registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants for
Puma Technology, Inc.
23.2 Consent of General Counsel Associates LLP (contained in Exhibit 5.1
hereto).
24.1 Power of Attorney (included on the signature page to the Registration
Statement; see page 5).
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (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 our 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.
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
PUMA TECHNOLOGY, INC., a corporation organized and existing under the laws of
the State of Delaware, 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 October 27,
2000.
PUMA TECHNOLOGY, INC.
By: /s/ Kelly J. Hicks ____
Kelly J. Hicks, Vice President of Operations
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kelly J. Hicks, Karen A. Ammer and Susan
J. Skaer, jointly and severally, as his or her attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his or her substitute or substitutes, may 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 on October 27,
2000 in the capacities indicated.
SIGNATURES TITLE
/s/ Michael M. Clair Chairman of the Board of Directors
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MICHAEL M. CLAIR
/s/ Bradley A. Rowe Chief Executive Officer and Director
-------------------------- (Principal Executive Officer)
BRADLEY A. ROWE
/s/ Kelly J. Hicks Vice President of Operations and
-------------------------- Chief Financial Officer
KELLY J. HICKS (Principal Financial and Accounting Officer)
/s/ M. Bruce Nakao Director
--------------------------
M. BRUCE NAKAO
/s/ Stephen A. Nichol Director
--------------------------
STEPHEN A. NICOL
/s/ Tyrone F. Pike Director
--------------------------
TYRONE F. PIKE
/s/ Gary Rieschel Director
--------------------------
GARY RIESCHEL
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
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Registration Statement on Form S-8
PUMA TECHNOLOGY, INC.
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EXHIBIT INDEX
Exhibit
Number Document
4.1 Puma Technology, Inc. 2000 Supplemental Stock Option Plan and related
form of non-statutory stock option agreement.
5.1 Opinion of Counsel as to Legality of Securities Being Registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants of Puma
Technology, Inc.
23.2 Consent of General Counsel Associates LLP (contained in Exhibit 5.1
hereto).
24.1 Power of Attorney (included on the signature page to the Registration
Statement; see page 5).
