<PAGE>
As filed with the Securities and Exchange Commission on November 1, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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DIGITAL INSIGHT CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware ----------------------- 77-0493142
(State of incorporation) 26025 Mureau Road (I.R.S. Employer Identification Number)
Calabasas, CA 91302
(Address of principal executive offices)
</TABLE>
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1997 STOCK PLAN
1999 STOCK PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
-----------------------
John Dorman
Chairman of the Board, Chief
Executive Officer and President
Digital Insight Corporation
26025 Mureau Road
Calabasas, CA 91302
(818) 871-0000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------
Copy to:
STEVEN E. BOCHNER, ESQ.
JEFFREY A. HERBST, ESQ.
SUSAN P. KRAUSE, ESQ.
JOSEPH A. PIERCE, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share Price Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.001
Subject to outstanding options under the 1997 Stock Plan.. 1,982,169 shares $ 3.54 (2) $ 7,016,879 $ 1,951
Reserved under the 1999 Stock Plan........................ 1,500,000 shares $29.38 (3) $44,070,000 $12,252
Reserved under the 1999 Employee Stock Purchase Plan...... 300,000 shares $24.97 (4) $ 7,491,000 $ 2,083
TOTAL................................................... 3,782,169 shares $58,577,879 $16,286
==============================================================================================================================
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into three subtotals.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $3.54 per share for outstanding options to purchase a
total of 1,982,169 shares of Common Stock.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $29.38 per share, the
average of the high and low prices of the Registrant's Common Stock as
reported on the Nasdaq National Market on October 27, 1999.
(4) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $24.97 per share (85% of
the average of the high and the low prices of the Registrant's Common Stock
as reported on the Nasdaq National Market on October 27, 1999). Pursuant to
the 1999 Employee Stock Purchase Plan, shares are sold at 85% of the lesser
of the fair market value of such shares on the first day of an offering
period or the last day of the applicable purchase period.
<PAGE>
DIGITAL INSIGHT CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed by Digital Insight
Corporation (the "Registrant") with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Prospectus dated September 30, 1999 as filed by the
Registrant pursuant to Rule 424(b) promulgated under the Securities Act of 1933,
as amended (the "Securities Act").
(b) The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on September 27, 1999
pursuant to Section 12(g) of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant 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 in this Registration Statement and to be 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.
As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of their
fiduciary duty as a director. In addition, as permitted by Section 145 of the
Delaware General Corporation Law, the Bylaws of the Registrant provide that:
(1) the Registrant is required to indemnify its directors and executive officers
and persons serving in these capacities in other business enterprises
(including, for example, subsidiaries of the Registrant) at the Registrant's
request, to the fullest extent permitted by Delaware law, including in those
circumstances in which indemnification would otherwise be discretionary; (2) the
Registrant may, in its discretion, indemnify employees and agents in those
circumstances where indemnification is not required by law; (3) the rights
conferred in the Bylaws are not exclusive, and the Registrant is authorized to
enter into indemnification agreements with its directors, executive officers and
employees; and (4) the Registrant may not retroactively amend the Bylaw
provisions in a way that is adverse to the directors, executive officers and
employees who benefit from these protections.
II-1
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The Registrant's policy is to enter into indemnification agreements with
each of its directors and executive officers that provide the maximum indemnity
allowed to directors and executive officers by Section 145 of the Delaware
General Corporation Law and the Bylaws, as well as certain additional procedural
protections. In addition, these indemnity agreements provide that parties to the
indemnification agreements will be indemnified to the fullest possible extent
not prohibited by law against any and all expenses (including any federal,
state, local or foreign taxes imposed on the indemnitee as a result of the
actual or deemed receipt of any payments under the indemnification agreement),
judgments, fines, penalties and amounts paid in settlement (if such settlement
is approved in advance by the Registrant, which approval shall not be
unreasonably withheld), actually and reasonably incurred in relation to the
indemnitee's position as a director, officer, employee, agent or fiduciary of
the Registrant, or any subsidiary of the Registrant, or in relation to the
indemnitee's service at the request of the Registrant as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture,
trust or other enterprise or in relation to indemnitee's action or inaction
while serving in such a capacity. The Registrant will not be obligated pursuant
to the indemnity agreements or advance expenses to an indemnified party with
respect to proceedings or claims initiated by the indemnified party and not by
way of defense, counterclaim or crossclaim, except with respect to proceedings
specifically authorized by its Board of Directors or brought to enforce a right
to indemnification under the indemnity agreement, its Bylaws or any statute or
law. Under the agreements, the Registrant is not obligated to indemnify the
indemnified party (1) for any expenses incurred by the indemnified party with
respect to any proceeding instituted by the indemnified party to enforce or
interpret the agreement, if a court of competent jurisdiction determines that
each of the material assertions made by the indemnified party in such proceeding
was not made in good faith or was frivolous; (2) for any amounts paid in
settlement of a proceeding unless the Registrant consents to such settlement;
(3) with respect to any proceeding brought by the Registrant against the
indemnified party for willful misconduct, unless a court determines that each of
such claims was not made in good faith or was frivolous; (4) on account of any
suit in which judgment is rendered against the indemnified party for an
accounting of profits made from the purchase or sale by the indemnified party of
securities of the Registrant pursuant to the provisions of Section 16(b) of the
Securities Exchange Act of 1934 and related laws; (5) on account of the
indemnified party's conduct which is finally adjudged to have been knowingly
fraudulent or deliberately dishonest, or to constitute willful misconduct or a
knowing violation of the law; (6) an account of any conduct from which the
indemnified party derived an improper personal benefit; (7) on account of
conduct the indemnified party believed to be contrary to the best interests of
the Registrant or its stockholders; (8) on account of conduct that constituted a
breach of the indemnified party's duty of loyalty to the Registrant or its
stockholders; or (9) if a final decision by a court having jurisdiction in the
matter shall determine that such indemnification is not lawful.
The indemnification provision in the Certificate of Incorporations, Bylaws
and the indemnification agreements entered into between the Registrant and its
directors and executive officers, may be sufficiently broad to permit
indemnification of the Registrant's officers and directors for liabilities
arising under the 1933 Act.
The Registrant has obtained directors and officers insurance providing
indemnification for certain of its directors, officers, affiliates, partners or
employees for certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
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<CAPTION>
Exhibit
Number Description
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<C> <S>
3.2* Third Amended and Restated Certificate of Incorporation.
3.4* Restated Bylaws.
10.5* 1997 Stock Plan and related agreements.
10.6* 1999 Stock Plan and related agreements.
10.7* 1999 Employee Stock Purchase Plan.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
24.1 Power of Attorney (see page II-4).
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement
on Form S-1, as amended (No. 333-81547), which was declared effective
on September 30, 1999.
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(i) To file, during any period which offers or sales are being made,
a post-effective amendment to this registration statement 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.
(ii) That, for the purpose of determining any liability under the
Securities Act, each 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.
(iii) 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.
(b) The 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 therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to law, the Registrant's Amended and Restated
Certificate of Incorporation, Bylaws or indemnification agreements, 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 a successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, 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 of 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.
II-3
<PAGE>
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 Calabasas, State of California, on this 1/st/ day of
November, 1999.
DIGITAL INSIGHT CORPORATION
By: /s/ Kevin McDonnell
---------------------------------------
Kevin McDonnell
Vice President, 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 John Dorman and Kevin McDonnell, and each
of them, as his attorney-in-fact, with full power of substitution in each, for
him in any and all capacities to sign any amendments to this registration
statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact, or his
substitutes, may 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.
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<CAPTION>
Signature Title Date
- ----------------------------------------- ------------------------------------------ ----------------
<S> <C> <C>
/s/ John Dorman Chairman of the Board, Chief Executive November 1, 1999
- ----------------------------------------- Officer and President (Principal Executive
John Dorman Officer)
/s/ Kevin McDonnell Vice President, Finance, Chief Financial November 1, 1999
- ----------------------------------------- Officer and Secretary (Principal Financial
Kevin McDonnell Officer and Accounting Officer)
/s/ Paul Fiore Director November 1, 1999
- -----------------------------------------
Paul Fiore
/s/ John Jarve Director November 1, 1999
- -----------------------------------------
John Jarve
/s/ Nader Kazeminy Director November 1, 1999
- -----------------------------------------
Nader Kazeminy
/s/ James McGuire Director November 1, 1999
- -----------------------------------------
James McGuire
/s/ Ofer Nemirousky Director November 1, 1999
- -----------------------------------------
Ofer Nemirovsky
/s/ Robert North Director November 1, 1999
- -----------------------------------------
Robert North
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
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Exhibit
Number Description
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<C> <S>
3.2* Third Amended and Restated Certificate of Incorporation.
3.4* Restated Bylaws.
10.5* 1997 Stock Plan and related agreements.
10.6* 1999 Stock Plan and related agreements.
10.7* 1999 Employee Stock Purchase Plan.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
24.1 Power of Attorney (see page II-4).
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (No. 333-81547), which was declared effective on
September 30, 1999.
<PAGE>
EXHIBIT 5.1
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[Wilson Sonsini Goodrich & Rosati Letterhead]
November 1, 1999
Digital Insight Corporation
26025 Mureau Road
Calabasas, CA 91302
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about November 1, 1999 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 3,782,169 shares of
Common Stock, par value $0.001 per share (the "Shares"), reserved for issuance
pursuant to the 1997 Stock Plan, 1999 Stock Plan and the 1999 Employee Stock
Purchase Plan (together, the "Plans"). As your legal counsel, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the sale and issuance of the Shares under the Plans.
It is our opinion that the Shares will be, when issued and sold in the
manner referred to in the Plans, 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 the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.2
------------
Consent Of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 1999, except as to note
12, which is as of May 28, 1999, relating to the financial statements and
financial statement schedule, which appears in Digital Insight Corporation's
Registration Statement on Form S-1 for each of the three years in the period
ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Costa Mesa, California
October 28, 1999
