As filed with the Securities and Exchange Commission on July 7, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
Digital Insight Corporation
(Exact name of registrant as specified in its charter)
___________________
Delaware 77-0493142
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26025 Mureau Road
Calabasas, California 91302
(818) 871-0000
(Address and telephone number of principal executive offices)
___________________
1View Network Corporation 1999 Stock Plan, as Amended
(Full title of the plan)
___________________
Kevin McDonnell
Senior Vice President, Finance & Administration,
Chief Financial Officer and Secretary
Digital Insight Corporation
26025 Mureau Road
Calabasas, California 91302
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service:
(818) 871-0000
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered(1) per unit price fee
-------------------------------------------------------------------------
Common Stock
$0.01 par value
-------------------------------------------------------------------------
Subject to
outstanding 292,559(2) $0.44(3) $128,726(3) $ 34(3)
options under
the Plan
-------------------------------------------------------------------------
Reserved under 142,642(2) $32.3125(4) $4,609,120(4) $1,217(4)
the Plan
-------------------------------------------------------------------------
TOTAL 435,201 $4,737,846 $1,251
-------------------------------------------------------------------------
(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 two subtotals.
(2) This Registration Statement covers, in addition to the number
of shares of Common Stock stated above, options and other
rights to purchase or acquire the shares of Common Stock covered
by the Prospectus and, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (the "Securities Act"), an
additional indeterminate number of shares, options and rights
which by reason of certain events specified in the Plan may
become subject to the Plan.
(3) Pursuant to Rule 457(h), the maximum offering price, per share
and in the aggregate, and the registration fee were calculated
based upon the price at which the options under the Plan may be
exercised.
(4) Pursuant to Rule 457(h), the maximum offering price, per share
and in the aggregate, and the registration fee were calculated
based upon the average of the high and low prices of the
Common Stock on July 5, 2000, as reported on the Nasdaq National
Market and published in The Western Edition of The Wall Street
Journal. The Exhibit Index for this Registration Statement is
at page 9.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part
I of Form S-8 (plan information and registrant information) will
be sent or given to employees as specified by Securities Act
Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Securities Act Rule 424.
These documents, which include the statement of availability
required by Item 2 of Form S-8, 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.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Digital Insight Corporation (the
"Registrant") filed with the Commission are incorporated herein
by reference:
(a) Annual Report on Form 10-K for the Registrant's fiscal
year ended December 31, 1999;
(b) Quarterly Report on Form 10-Q for the Registrant's
fiscal quarter ended March 31, 2000;
(c) Current Reports on Forms 8-K filed with the Commission
on April 14, 2000 and July 6, 2000;
(d) The description of the Registrant's Common Stock
contained in its Registration Statement on Form 8-A(12)
filed on September 27, 1999, and 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 or 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange 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. Any statement contained herein or in a document, all
or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a
part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Registrant's Common Stock, par value $0.001, is
registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by
Delaware law. Section 145 of the Delaware General Corporation
law authorizes a court to award, or a corporation's Board of
Directors to grant, indemnification to directors and officers in
terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement
for expenses incurred) arising under the Securities Act of 1933.
The Company's Bylaws provide for the mandatory indemnification
of its directors, officers, employees and other agents to the
maximum extent permitted by Delaware General Corporation law,
and the Company has entered into agreements with its officers,
directors and certain key employees implementing such
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index at page 9.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) 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; and
(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)(1)(i) and
(a)(1)(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 Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement;
(2) 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 therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) 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 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 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,
executive officers and controlling persons of the Registrant
pursuant to the provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion
of the 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, 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 the 7th day of
July, 2000.
DIGITAL INSIGHT CORPORATION,
a Delaware corporation
By: /s/ Kevin McDonnell
-----------------------------
Kevin McDonnell, Senior Vice
President, Finance & Administration,
Chief Financial
Officer and Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints John Dorman and Kevin McDonnell, or either of them
individually, his true and lawful attorney-in-fact and agent,
with full powers 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 Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, 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 either of them
individually, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ John Dorman
------------------- President, Chief July 7, 2000
John Dorman Executive Officer and
Chairman of the Board
(Principal Executive
Officer)
/s/ Brady L.
"Tripp" Rackley III Vice Chairman of July 7, 2000
----------------------- the Board
Brady L. "Tripp"
Rackley III
/s/ Kevin McDonnell
----------------------- Senior Vice July 7, 2000
Kevin McDonnell President, Finance &
Administration, Chief
Financial Officer,
Secretary and
Director (Principal
Financial and
Accounting Officer)
/s/ Paul Fiore
----------------------- Director July 7, 2000
Paul Fiore
/s/ John Jarve
----------------------- Director July 7, 2000
John Jarve
/s/ James McGuire
----------------------- Director July 7, 2000
James McGuire
/s/ Robert North
----------------------- Director July 7, 2000
Robert North
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
-------- ---------------------------------------------------
4.1 1View Network Corporation 1999 Stock Plan.
4.2 Amendment to the 1View Network Corporation 1999 Stock
Plan.
5. Opinion of Counsel (opinion re legality).
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5).
24. Power of Attorney (included in this Registration
Statement under "Signatures").
<PAGE>
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