<PAGE>
As filed with the Securities and Exchange Commission on August 25, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
PHARSIGHT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 77-0401273
(State of Incorporation) (I.R.S. Employer Identification No.)
--------------
800 West El Camino Real, Suite 200
Mountain View, California 94040
(650) 314-3800
(Address of principal executive offices)
--------------
2000 Employee Stock Purchase Plan
(Full title of the plans)
Arthur H. Reidel
President and Chief Executive Officer
Pharsight Corporation
800 West El Camino Real, Suite 200
Mountain View, California 94040
(650) 314-3800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------
Copies to:
Brett D. White, Esq.
Thomas L. MacMitchell, Esq.
COOLEY GODWARD LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California
(650) 843-5000
--------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
to be Registered Amount to be Registered Price per Share (1) Offering Price (1) Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 2,400,000 shares $8.65625 $20,775,000 $5,484.60
$0.001 per share
=================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon the average of the high and low
prices of Registrant's Common Stock on August 23, 2000 as reported on
the Nasdaq National Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Pharsight Corporation (the
"Registrant") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) The Registrant's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Securities Act"), on
August 9, 2000.
(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 Registrant's Common Stock which is contained
in a registration statement filed on August 4, 2000 under the Securities
Exchange Act of 1934, as amended (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 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 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
As of August 22, 2000, GC&H Investments, an investment partnership
composed of current and former partners and associates of Cooley Godward LLP,
owns 21,274 shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, permits
indemnification of officers, directors, and other corporate agents under certain
circumstances and subject to certain limitations. The Registrant's Amended and
Restated Certificate of Incorporation and Bylaws provide that the Registrant
shall indemnify its directors, officers, employees and agents to the full extent
permitted by the Delaware General Corporation Law, including circumstances in
which indemnification is otherwise discretionary under Delaware law. In
addition, the Registrant has entered into separate indemnification agreements
with its directors and executive officers which require the Registrant, among
other things, to indemnify them against certain liabilities which may arise by
reason of their status or service (other than liabilities arising from acts or
omissions not in good faith or willful misconduct).
These indemnification provisions and the indemnification agreements
entered into between the Registrant and its executive officers and directors may
be sufficiently broad to permit indemnification of the Registrant's executive
officers and directors for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
1.
<PAGE>
ITEM 8. EXHIBITS
EXHIBIT
NUMBER
5 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 to
this Registration Statement
24 Power of Attorney is contained on the signature pages.
99.1 2000 Employee Stock Purchase Plan (1)
(1) Filed as exhibit with Amendment No. 1 to the Registrant's Registration
Statement on Form S-1 (No. 333-34896), filed on June 12, 2000.
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. 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) (Section 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.
(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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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
2.
<PAGE>
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.
(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 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.
3.
<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 Mountain View, State of California, on August
21, 2000.
PHARSIGHT CORPORATION
/s/ Robin H. Kehoe
--------------------------------------
By: Robin H. Kehoe
Title: Senior Vice President, Finance
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Arthur H. Reidel and Robin A. Kehoe, and
each or any one of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her 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 or she 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 or her substitutes
or substitute, 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>
/s/ Arthur H. Reidel President, Chief Executive August 21, 2000
-------------------------------------------- Officer and Chairman of the
(ARTHUR H. REIDEL) Board
Senior Vice President, Finance
-------------------------------------------- and Chief Financial Officer
(ROBIN A. KEHOE) (Principal Financial and
Accounting Officer)
/s/ Steven D. Brooks Director August 21, 2000
--------------------------------------------
(STEVEN D. BROOKS)
/s/ Philippe O. Chambone, M.D., Ph.D. Director August 21, 2000
--------------------------------------------
(PHILIPPE O. CHAMBONE, M.D., PH.D.)
/s/ Robert B. Chess Director August 21, 2000
--------------------------------------------
(ROBERT B. CHESS)
/s/ Douglas E. Kelly, M.D. Director August 21, 2000
--------------------------------------------
(DOUGLAS E. KELLY, M.D.)
Director
--------------------------------------------
(DEAN O. MORTON)
Director
--------------------------------------------
(GARY L. NEIL, PH.D.)
/s/ W. Ferrell Sanders Director August 21, 2000
--------------------------------------------
(W. FERRELL SANDERS)
</TABLE>
4.
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER
5 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 to
this Registration Statement
24 Power of Attorney is contained on the signature pages.
99.1 2000 Employee Stock Purchase Plan (1)
(1) Filed as exhibit with Amendment No. 1 to the Registrant's Registration
Statement on Form S-1 (No. 333-34896), filed on June 12, 2000.
5.
