<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2000
REGISTRATION NO. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TUMBLEWEED COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-3336053
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
700 SAGINAW DRIVE
REDWOOD CITY, CALIFORNIA 94063
(650) 216-2000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Principal Executive Offices)
2000 NSO INCENTIVE STOCK PLAN
(Full Title of the Plan)
BERNARD J. CASSIDY
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TUMBLEWEED COMMUNICATIONS CORP.
700 SAGINAW DRIVE
REDWOOD CITY, CALIFORNIA 94063
(Name and Address of Agent for Service)
(650) 216-2000
(Telephone Number, including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED (1) PER SHARE PRICE REGISTRATION FEE
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2000 NSO Incentive Stock Plan 300,000 $19.16 (2) $5,748,000 $1,517.47
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</TABLE>
(1) This Registration Statement shall also cover any additional shares of Common
Stock which may become issuable under any of the Plans being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act on the basis of
the average of the high and low sale prices for a share of common stock of
Tumbleweed Communications Corp. as reported on the Nasdaq National Market on
November 1, 2000.
--------------------
This Registration Statement shall become effective upon filing in accordance
with Rule 462(a) under the Securities Act.
Pursuant to Instruction E to Form S-8, the Registrant hereby incorporates by
reference the contents of Registrant's Registration Statement on Form S-8
(File No. 333-43194), filed August 7, 2000.
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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 FORM
S-8 REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF REDWOOD CITY, STATE OF CALIFORNIA,
ON THIS 7TH DAY OF NOVEMBER, 2000.
TUMBLEWEED COMMUNICATIONS CORP.
By: /s/ Bernard J. Cassidy
------------------------------------
Bernard J. Cassidy
Vice President, General Counsel and
Secretary
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>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
*
------------------------------- Chairman of the Board, President and Chief November 7, 2000
Jeffrey C. Smith Executive Officer (Principal Executive Officer)
/s/ Joseph C. Consul Vice President - Finance and Chief Financial November 7, 2000
------------------------------- Officer (Principal Financial Officer and
Joseph C. Consul Principal Accounting Officer)
*
------------------------------- Director November 7, 2000
Pehong Chen
*
------------------------------- Director November 7, 2000
Timothy C. Draper
*
------------------------------- Director November 7, 2000
Eric J. Hautemont
*
------------------------------- Director November 7, 2000
Kenneth R. Klein
*
------------------------------- Director November 7, 2000
David F. Marquardt
------------------------------- Director November __, 2000
Standish H. O'Grady
*By: /s/ Joseph C. Consul
--------------------------
Joseph C. Consul
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding
the legality of the securities being registered.
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1)
24.1 (1) Power of Attorney
(1) Previously filed in Registrant's Registration Statement on Form S-8
(File No. 333-43194), filed August 7, 2000, and incorporated herein
by reference.
