<PAGE>
As filed with the Securities and Exchange Commission on June 7, 2000
Registration No. 333-_______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
Copper Mountain Networks, Inc.
(Exact name of registrant as specified in its charter)
Delaware 33-0702004
(State of Incorporation) (I.R.S. Employer Identification No.)
2470 Embarcadero Way
Palo Alto, California 94303
(650) 687-3300
(Address of principal executive offices)
--------------
2000 Nonstatutory Stock Option Plan
1996 Equity Incentive Plan, as amended
(Full title of the plans)
--------------
Richard S. Gilbert
President and Chief Executive Officer
Copper Mountain Networks, Inc.
2470 Embarcadero Way
Palo Alto, California 94303
(650) 687-3300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------
Copies to:
Lance W. Bridges, Esq.
COOLEY GODWARD LLP
4365 Executive Drive, Suite 1100
San Diego, CA 92121
(858) 550-6000
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
to be Registered Amount to be Registered (1) Price per Share (2) Offering Price (2) Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share 5,577,243 shares $76.00-$91.8125 $458,724,776.04 $121,103.34
================================================================================================================================
</TABLE>
(1) This registration statement shall also cover any additional shares of
Common Stock which shall become issuable under the 2000 Nonstatutory Stock
Option Plan (the "2000 Plan") or the 1996 Equity Incentive Plan, as
amended (the "1996 Plan"), 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 purpose of calculating the amount of the
registration fee pursuant to Rule 457 of the Securities Act of 1933, as
amended (the "Act"). The price per share and aggregate offering price are
based upon (a) the actual exercise price for shares subject to outstanding
stock options previously granted under the Registrant's 2000 Plan, and (b)
the average of the high and low sales prices of the Registrant's Common
Stock on May 31, 2000, as reported on the Nasdaq National Market, for
shares which have been reserved for issuance pursuant to stock options or
other equity incentives to be granted in the future under the Company's
2000 Plan and 1996 Plan (collectively, the "Plans"). The following chart
shows the calculation of the registration fee.
<PAGE>
<TABLE>
<CAPTION>
============================================================================================================================
Type of Shares Number of Shares Offering Price Per Share Aggregate Offering Price
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock issuable pursuant to 129,500 $84.125 $10,894,187.50
outstanding options under the 2000
Nonqualified Stock Option Plan
----------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to 7,500 $76.00 $570,000.00
outstanding options under the 2000
Nonqualified Stock Option Plan
----------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to 10,000 $87.625 $876,250.00
outstanding options under the 2000
Nonqualified Stock Option Plan
----------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to 4,000 $81.0625 $324,250.00
outstanding options under the 2000
Nonqualified Stock Option Plan
----------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to 7,000 $85.875 $601,125.00
outstanding options under the 2000
Nonqualified Stock Option Plan
----------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to 65,000 $76.9375 $5,000,937.50
outstanding options under the 2000
Nonqualified Stock Option Plan
----------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to 51,500 $84.0625 $4,329,218.75
outstanding options under the 2000
Nonqualified Stock Option Plan
----------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to 15,000 $91.8125 $1,377,187.50
outstanding options under the 2000
Nonqualified Stock Option Plan
----------------------------------------------------------------------------------------------------------------------------
Common Stock issuable under the 2000 310,500 $82.21875
Nonstatutory Stock Option Plan $25,528,921.88
----------------------------------------------------------------------------------------------------------------------------
Common Stock issuable under the 1996 4,977,243(3) $82.21875
Equity Incentive Plan $409,222,697.91
============================================================================================================================
</TABLE>
(3) Of the 4,977,243 shares of Common Stock being registered hereunder that are
subject to the 1996 Plan, (i) 2,500,000 shares became subject to the 1996
Plan pursuant to an amendment to the 1996 Plan that was approved by the
Registrant's stockholders at the Annual Meeting of Stockholders held on May
10, 2000; and (ii) 2,477,243 shares became subject to the 1996 Plan pursuant
to an automatic adjustment provision contained within the 1996 Plan which
increases the number of shares subject to the 1996 Plan on an annual basis.
The Company, by means of the Plans, seeks to retain the services of the
group of persons eligible to receive these options, to secure and retain the
services of new members of this group and to provide incentives for such
persons to exert maximum efforts for the success of the Company and its
affiliates.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference into this Registration
Statement:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.
(c) The description of the Company's Common Stock which is contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers
Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its Directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act").
The Registrant's Certificate of Incorporation and Bylaws include provisions
to (i) eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by
Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its Directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are,
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to, the best interests of the corporation and
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Registrant believes that these provisions are
necessary to attract and retain qualified persons as Directors and officers.
These provisions do not eliminate the Directors' duty of care, and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware Law. In addition,
each Director will continue to be subject to liability for breach of the
Director's duty of loyalty to the Registrant, for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
acts or omissions that the Director believes to be contrary to the best
interests of the Registrant or its stockholders, for any transaction from which
the Director derived an improper personal benefit, for acts or omissions
involving a reckless disregard for the Director's duty to the Registrant or its
stockholders when the Director was aware or should have been aware of a risk of
serious injury to the Registrant or its stockholders, for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the Director's duty to the Registrant or its stockholders, for improper
transactions between the Director and the Registrant and for improper
distributions to stockholders and loans to Directors and officers. The provision
also does not affect a Director's responsibilities under any other law, such as
the federal securities law or state or federal environmental laws.
The Registrant has entered into indemnity agreements with each of its
Directors and certain executive officers that require the Registrant to
indemnify such persons against expenses, judgments, fines, settlements and other
amounts incurred (including expenses of a derivative action) in connection with
any proceeding, whether actual or threatened, to which any such person may be
made a party by reason of the fact that such person is or was a Director or an
executive officer of the Registrant or any of its affiliated enterprises,
provided that such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful. The indemnification agreements also set
forth certain procedures that will apply in the event of a claim for
indemnification thereunder.
At present, there is no pending litigation or proceeding involving a
Director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or Director.
The Registrant has an insurance policy covering the officers and Directors
of the Registrant with respect to certain liabilities, including liabilities
arising under the Securities Act or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits
EXHIBIT
NUMBER
-------
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1.
24.1 Power of Attorney is contained on the signature pages.
99.1 2000 Nonstatutory Stock Option Plan
99.2 Form of Stock Option Agreement and Form of Stock Option Grant
Notice used in connection with the 2000 Nonstatutory Stock Option
Plan
99.3 1996 Equity Incentive Plan, as amended (1)
99.4 Form of Stock Option Agreement used in connection with the 1996
Equity Incentive Plan, as amended (2)
--------
(1) Filed as an exhibit to the Definitive Proxy Statement originally filed on
April 10, 2000, as amended through the date hereof, and incorporated herein
by reference.
(2) Filed as an exhibit to the Registration Statement on Form S-1 originally
filed on March 1, 1999, as amended through the date hereof, and incorporated
herein by reference.
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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) (ss. 230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) 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;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
<PAGE>
(b) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment 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.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's 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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Diego, County of San Diego, State of
California on June 6, 2000.
COPPER MOUNTAIN NETWORKS, INC.
By: /s/ John A. Creelman
----------------------------------------
Title: Vice President of Finance, Chief
Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard S. Gilbert and John A. Creelman
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, 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 and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, 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
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
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>
/s/ RICHARD S. GILBERT President, Chief Executive Officer June 6, 2000
------------------------------- and Director (Principal Executive
RICHARD S. GILBERT Officer)
/s/ JOHN A. CREELMAN Vice President of Finance, Chief June 6, 2000
------------------------------- Financial Officer, and Secretary
JOHN A. CREELMAN (Principal Financial and Accounting
Officer)
/s/ JOSEPH D. MARKEE Chief Technical Officer and June 6, 2000
------------------------------- Chairman of the Board
JOSEPH D. MARKEE
/s/ ROBERT L. BAILEY Director June 6, 2000
-------------------------------
ROBERT L. BAILEY
/s/ TENCH COXE Director June 6, 2000
-------------------------------
TENCH COXE
/s/ ROGER EVANS Director June 6, 2000
-------------------------------
ROGER EVANS
/s/ RICHARD H. KIMBALL Director June 6, 2000
-------------------------------
RICHARD H. KIMBALL
/s/ RAYMOND V. THOMAS Director June 6, 2000
-------------------------------
RAYMOND V. THOMAS
/s/ ANDREW W. VERHALEN Director June 6, 2000
-------------------------------
ANDREW W. VERHALEN
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBERS
------- ----------- ---------------
<S> <C> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1.
24.1 Power of Attorney is contained on the signature pages.
99.1 2000 Nonstatutory Stock Option Plan
99.2 Form of Stock Option Agreement and Form of Stock Option Grant
Notice used in connection with 2000 Nonstatutory Stock Option
Plan
99.3 1996 Equity Incentive Plan, as amended (1)
99.4 Form of Stock Option Agreement used in connection with the 1996
Equity Incentive Plan, as amended (2)
</TABLE>
---------
(1) Filed as an exhibit to the Definitive Proxy Statement originally filed on
April 10, 2000, as amended through the date hereof, and incorporated herein
by reference.
(2) Filed as an exhibit to the Registration Statement on Form S-1 originally
filed on March 1, 1999, as amended through the date hereof, and
incorporated herein by reference.
