<PAGE>
As filed with the Securities and Exchange Commission on December 18, 1998
Registration No. 333-____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
BEA SYSTEMS, INC.
(Exact name of Registrant as Specified in Its Charter)
___________________________________
DELAWARE 77-0394711
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2315 NORTH FIRST STREET
SAN JOSE, CA 95131
(Address of Principal Executive Offices)
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
___________________________________
WILLIAM T. COLEMAN III
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
BEA SYSTEMS, INC.
2315 NORTH FIRST STREET
SAN JOSE, CA 95131
(Name and Address of Agent for Service)
(408) 743-4000
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
MICHAEL C. PHILLIPS, ESQ.
CORI M. ALLEN, ESQ.
MORRISON & FOERSTER LLP
755 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 813-5600
___________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be to be Offering Price Aggregate Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001
par value per share 2,500,000 $10.6875 $26,718,750 $7,428
=====================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, the
proposed maximum offering price per share and the proposed aggregate maximum
offering price have been determined on the basis of the high and low prices
quoted on Nasdaq NMS on December 16, 1998.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration Statement
the following documents and information previously filed with the Securities and
Exhange Commission (the "Commission"):
1. The contents of the Registrant's Registration Statements on Form S-8,
Commission File No. 333-24941, including exhibits thereto, are hereby
incorporated by reference into this Registration Statement, except as the same
may be modified by the information set forth herein.
2. The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended January 31, 1998, filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act").
3. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended April 30, 1998, as amended September 10, 1998, July 31, 1998 and October
31, 1998.
4. The Registrant's Current Reports on Form 8-K dated as of June 30,
1998, September 10, 1998 and October 15, 1998, as amended October 29, 1998.
5. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (File No. 000-22369).
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement, and
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 in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
<PAGE>
Item 8. Exhibits.
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see signature page)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, BEA
Systems, Inc. certifies that it has reasonable grounds to believe that it meets
all 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 December 18,
1998.
BEA SYSTEMS, INC.
By: /s/ William T. Coleman III
---------------------------
William T. Coleman III
Chairman, President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, severally and not jointly, William T. Coleman
III, Edward W. Scott, Jr., Alfred S. Chuang, and Steve L. Brown, with full power
to act alone, his true and lawful attorneys-in-fact, with the power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact may lawfully 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 in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
President, Chief Executive Officer and December 18, 1998
/s/ William T. Coleman III Director (Principal Executive
_______________________________ Officer)
William T. Coleman III
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Chief Financial Officer and Executive Vice December 18, 1998
President (Principal Financial and
/s/ Steve L. Brown Accounting Officer)
- -------------------------------
Steve L. Brown
/s/ Edward W. Scott, Jr. Director December 18, 1998
- -------------------------------
Edward W. Scott, Jr.
/s/ William H. Janeway Director December 18, 1998
- -------------------------------
William H. Janeway
/s/ Stewart K.P. Gross Director December 18, 1998
- -------------------------------
Stewart K.P. Gross
/s/ Cary J. Davis Director December 18, 1998
- -------------------------------
Cary J. Davis
Director December __, 1998
- -------------------------------
Carol Bartz
Director December __, 1998
- -------------------------------
Dean Morton
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Document
- ------ --------
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent
Auditors
24.1 Power of Attorney (see signature page)
<PAGE>
EXHIBIT 5.1
December 18, 1998
BEA Systems, Inc.
2315 North First Street
San Jose, CA 95113
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
BEA Systems, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission on December 18, 1998 (the "Registration Statement"),
relating to the registration under the Securities Act of 1933, as amended, of
2,500,000 shares of the Company's Common Stock (the "Shares"). The Shares are
reserved for issuance pursuant to the Company's 1997 Employee Stock Purchase
Plan. As counsel to the Company, we have examined the proceedings taken by the
Company in connection with the registration of the Shares.
It is our opinion that the Shares, when issued and sold in the manner
described in the Registration Statement and the related Prospectus, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ Morrison & Foerster LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1997 Employee Stock Purchase Plan of
BEA Systems, Inc. of our report dated February 24, 1998, with respect to the
Consolidated Financial Statements of BEA Systems, Inc. included in its Annual
Report (Form 10-KSB) for the year ended January 31, 1998; our report dated
February 24, 1998, except for Note 18, as to which the date is September 10,
1998, with respect to the Supplemental Consolidated Financial Statements of
BEA Systems, Inc. included in its current report on Form 8-K dated September
10, 1998; and our report dated February 24, 1998, except for Note 18, as to
which the date is September 30, 1998, with respect to the Supplemental
Consolidated Financial Statements of BEA Systems, Inc. included in its current
report on Form 8-K/A dated October 29, 1998 and filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
December 16, 1998
