<PAGE>
As filed with the Securities and Exchange Commission on September 17, 1999
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 Stock Incentive 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) 570-8000
(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 4,269,658 $24.469 $104,474,261.60 $29,044.00
===================================================================================================
</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 the Nasdaq National Market on September 9, 1999.
================================================================================
<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
Exchange Commission (the "Commission"):
1. The contents of the Registrant's Registration Statements on Form S-8,
Commission File Nos. 333-37385 and 333-77725, 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-K for the fiscal year ended
January 31, 1999, 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, 1999 and July 31, 1999.
4. 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 Page II-4)
<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 September 15,
1999.
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 September 15, 1999
/s/ William T. Coleman III Director (Principal Executive Officer)
- ------------------------------------------
William T. Coleman III
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chief Financial Officer and Executive September 15, 1999
Vice President (Principal Financial and
/s/ Steve L. Brown Accounting Officer)
- ------------------------------------------
Steve L. Brown
/s/ Edward W. Scott, Jr. Director September 15, 1999
- ------------------------------------------
Edward W. Scott, Jr.
/s/ William H. Janeway Director September 15, 1999
- ------------------------------------------
William H. Janeway
/s/ Stewart K.P. Gross Director September 15, 1999
- ------------------------------------------
Stewart K.P. Gross
/s/ Cary J. Davis Director September 15, 1999
- ------------------------------------------
Cary J. Davis
/s/ Carol Bartz Director September 15, 1999
- ------------------------------------------
Carol Bartz
Director
- ------------------------------------------
Dean Morton
</TABLE>
<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 Page II-4)
<PAGE>
EXHIBIT 5.1
September 16, 1999
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 September 17, 1999 (the "Registration Statement"),
relating to the registration under the Securities Act of 1933, as amended, of
4,269,658 shares of the Company's Common Stock (the "Shares"). The Shares are
reserved for issuance pursuant to the Company's 1997 Stock Incentive 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 Stock Incentive Plan of BEA Systems, Inc. of
our report dated February 23, 1999, with respect to the consolidated financial
statements and schedule of BEA Systems, Inc. included in its Annual Report (Form
10-K) for the year ended January 31, 1999, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
September 13, 1999
