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As filed with the Securities and Exchange Commission on August 17, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORSAIR COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 77-0390406
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
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3408 HILLVIEW AVENUE
PALO ALTO, CALIFORNIA 94304
(Address of principal executive offices) (Zip Code)
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1997 STOCK INCENTIVE PLAN
(Full title of the plan)
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THOMAS C. MEYER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CORSAIR COMMUNICATIONS, INC.
3408 HILLVIEW AVENUE, PALO ALTO, CALIFORNIA 94304
(Name and address of agent for service)
(650) 842-3300
(Telephone number, including area code, of agent for service)
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This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will thereafter be effected upon option exercises or share issuances effected
under the Corsair Communications 1997 Stock Incentive Plan.
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, 344,126 shares(1) $16.88(2) $5,808,847 $1,533.54
par value $.001 (under
1997 Stock Incentive Plan)
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Corsair Communications, Inc.
1997 Stock Incentive Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
Company's (as defined below) outstanding shares of Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of the Registrant's Common Stock on August
16, 2000 as reported on the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Corsair Communications, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1999;
(b) The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 2000 and June 30, 2000.
(c) The Company's Registration Statement on Form 8-A filed on July 22,
1997 with the Commission in which there is described the terms, rights and
provisions applicable to the Company's outstanding Common Stock.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into 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
(a) Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors of the Company under certain
conditions and subject to certain limitations. Section 145 of the Delaware
General Corporation Law also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers and directors against
any liability asserted against such person and incurred by him or her in such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of Section 145 of the Delaware General Corporation Law.
(b) Article V, Section(B) of the Company's Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation") permits the
Company, to the extent permitted by applicable law, to provide indemnification
of its agents (including directors and officers) in excess of the
indemnification and advancement otherwise permitted by Section 145 of the
Delaware General Corporation Law, subject only to the limits imposed by
applicable Delaware law with respect to actions for breach of duty to the
Company, its stockholders, and others.
(c) Article VII, Section 1 of the Company's Amended and Restated Bylaws
(the "Bylaws") provides that the Company shall indemnify its directors and
executive officers to the fullest extent not prohibited by the General
Corporation Law of Delaware. Article VII, Section 2 of the Bylaws grants the
Company the power to indemnify its other officers, employees and other Agents as
set forth in the Delaware General Corporation Law. Article VII, Section 4 of the
Bylaws provides that all expenses incurred by a director or executive officer in
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defending any threatened proceeding for which indemnification is authorized
under the Bylaws will be paid by the Company in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it is ultimately
determined that he or she is not entitled to be indemnified by the Company under
the Bylaws or otherwise. Article VII, Section 7 of the Bylaws provides that the
rights to indemnity under the Bylaws continue as to a person who has ceased to
be a director, officer, employee or agent and inure to the benefit of the heirs,
executors, and administrators of the person.
(d) As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, Article V, Section (A) of the Certificate of Incorporation provides that a
director of the Company is not personally liable for monetary damages or breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or involving 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 any improper
personal benefit.
(e) Pursuant to authorization provided under the Certificate of
Incorporation, the Company has entered into indemnification agreements with each
of its present and certain of its former directors. The Company has also entered
into similar agreements with certain of the Company's executive officers who are
not directors. Forms of such indemnification agreements entered into with the
Company's directors and officers are attached as Exhibits 10.49 and 10.50
respectively to the Company's Registration Statement on Form S-1 (No. 333-28519)
filed with the Commission on June 4, 1997, as amended through its effective
date. Generally, the indemnification agreements attempt to provide the maximum
protection permitted by Delaware law as it may be amended from time to time.
Moreover, the indemnification agreements provide for certain additional
indemnification. Under such additional indemnification provisions, however, an
individual will not receive indemnification for judgments, settlements or
expenses if he or she is found liable to the Company (except to the extent the
court determines he or she is fairly and reasonably entitled to indemnity for
expenses), for settlements not approved by the Company or for settlements and
expenses not approved by the court. The indemnification agreements provide for
the Company to advance to the individual any and all reasonable expenses
(including legal fees and expenses) incurred in investigating or defending any
such action, suit or proceeding. In order to receive an advance of expenses, the
individual must submit to the Company copies of invoices presented to him or her
for such expenses. Also, the individual must repay such advances upon a final
judicial decision that he or she is not entitled to indemnification.
(f) Article VII, Section 8 of the Bylaws authorizes the Company, upon
approval of its board of directors, to purchase insurance on behalf of any
person permitted to be indemnified by the Bylaws to the fullest extent permitted
by the Delaware General Corporation Law. The Company's board of directors has
approved the purchase of, and the Company has purchased, directors and officers
liability insurance by the Company on behalf of its directors and officers as
authorized by the Bylaws.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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4.1* Amended and Restated Certificate of Incorporation (Exhibit 3.2)
4.2* Restated Bylaws (Exhibit 3.4)
4.3* Specimen Stock Certificate (Exhibit 4.1)
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP
23.1 Consent of Brobeck, Phleger & Harrison (contained in Exhibit 5.1)
23.2 Consent of KPMG LLP, independent auditors
24.1 Power of Attorney. Reference is made to the signature page of
this registration statement
99.1 1997 Stock Incentive Plan, as amended to date
99.2* 1997 Stock Incentive Plan Form of Notice of Grant (Exhibit 10.43)
99.3* 1997 Stock Incentive Plan Form of Stock Option Agreement
(Exhibit 10.44)
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* Filed as an exhibit to the Company's Registration Statement on Form S-1
(No. 333-28519) filed on June 4, 1997 or amendments thereto and
incorporated herein by reference.
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Item 9. Undertakings
1. The undersigned registrant hereby undertakes:
(a) 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 (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) shall not apply if the
information required to be in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into this
registration statement.
(b) That, for the purpose of determining any liability under the 1933
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; and
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold upon the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
this registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
4. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 1933 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
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 Palo Alto, State of California, on this 16 day of
August, 2000.
CORSAIR COMMUNICATIONS INC.
By /s/ Thomas C. Meyer
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Thomas C. Meyer
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Corsair Communications,
Inc., a Delaware corporation, do hereby constitute and appoint Thomas C. Meyer
and Kevin R. Compton and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this registration statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this registration statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
registration statement, and to any and all instruments or documents filed as
part of or in conjunction with this registration statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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/s/ Thomas C. Meyer President, Chief Executive Officer and August 16, 2000
-------------------------------------- Chairman of the Board
Thomas C. Meyer (Principal Executive Officer)
/s/ Martin J. Silver Chief Financial Officer and Secretary August 16, 2000
-------------------------------------- (Principal Financial and Accounting Officer)
Martin J. Silver
/s/ Mary Ann Byrnes Director August 16, 2000
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Mary Ann Byrnes
/s/ Kevin R. Compton Director August 16, 2000
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Kevin R. Compton
/s/ Stephen M. Dow Director August 16, 2000
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Stephen M. Dow
/s/ David H. Ring Director August 16, 2000
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David H. Ring
/s/ Rachelle Chong Director August 16, 2000
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Rachelle Chong
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
CORSAIR COMMUNICATIONS, INC.
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EXHIBIT INDEX
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Exhibit Number Exhibit
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4.1* Amended and Restated Certificate of Incorporation (Exhibit 3.2)
4.2* Restated Bylaws (Exhibit 3.4)
4.3* Specimen Stock Certificate (Exhibit 4.1)
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP
23.1 Consent of Brobeck, Phleger & Harrison (contained in Exhibit 5.1)
23.2 Consent of KPMG LLP, independent auditors
24.1 Power of Attorney. Reference is made to the signature page of
this registration statement
99.1 1997 Stock Incentive Plan, as amended to date
99.2* 1997 Stock Incentive Plan Form of Notice of Grant (Exhibit 10.43)
99.3* 1997 Stock Incentive Plan Form of Stock Option Agreement
(Exhibit 10.44)
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* Filed as an exhibit to the Company's Registration Statement on Form S-1
(No. 333-28519) filed on June 4, 1997 or amendments thereto and
incorporated herein by reference.
