<PAGE>
As filed with the Securities and Exchange Commission on February 24, 1999
Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
___________________
VIGNETTE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 7372 74-2769415
(State or other (Primary Standard (IRS Employer
jurisdiction of incorporation Industrial Classification Identification No.)
or organization) Code Number)
901 South MoPac Expressway
Austin, Texas 78746
(512) 306-4300
(Address of principal executive offices) (Zip Code)
___________________
VIGNETTE CORPORATION 1999 EQUITY INCENTIVE PLAN
VIGNETTE CORPORATION EMPLOYEE STOCK PURCHASE PLAN
VIGNETTE CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
VIGNETTE CORPORATION 1999 NON-EMPLOYEE DIRECTOR OPTION PLAN
(FULL TITLE OF THE PLANS)
___________________
Gregory A. Peters
President, Chief Executive Officer
VIGNETTE CORPORATION
901 South MoPac Expressway
Austin, Texas 78746
(Name and address of agent for service)
(512) 306-4300
(Telephone number, including area code, of agent for service)
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED (1) PER SHARE PRICE (2) FEE
- ---------------------------------- ---------------- ------------ ----------------- ------------
<S> <C> <C> <C> <C>
1999 Equity Incentive Plan
- --------------------------
Options 6,642,015 N/A N/A N/A
Common Stock (par value $.01) 6,642,015 shares $19.00 (2) $126,198,285(2) $35,083.12
Employee Stock Purchase Plan(3)
- ------------------------------
Rights to Purchase 750,000 N/A N/A N/A
Common Stock (par value $.01) 750,000 shares $19.00 (2) $ 14,250,000(2) $ 3,961.50
International Employee
- ----------------------
Stock Purchase Plan(3)
- ---------------------
Rights to Purchase 750,000 N/A N/A N/A
Common Stock (par value $.01) 750,000 shares N/A N/A N/A
1999 Non-Employee Director Option Plan
- --------------------------------------
Options 250,000 N/A N/A N/A
Common Stock (par value $.01) 250,000 shares $19.00 (2) $ 4,750,000 (2) $ 1,320.50
======================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1999 Equity Incentive Plan,
the Employee Stock Purchase Plan, the International Employee Stock Purchase
Plan and the 1999 Non-Employee Director Option Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of Common Stock of Vignette
Corporation.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the fair market value
per share of Common Stock of Vignette Corporation on February 18, 1999.
(3) Combined share pool.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
Vignette Corporation (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's prospectus filed with the SEC pursuant to Rule 424(b)
of the Securities Act of 1933, as amended (the "1933 Act"), in
connection with the Registration Statement No. 333-68345 on Form S-1
filed with the SEC on December 3, 1998, together with any and all
amendments thereto, in which there is set forth audited financial
statements for the Registrant's fiscal years ended December 31, 1996,
1997 and 1998; and
(b) The Registrant's Registration Statement No. 000-25375 on Form 8-A
filed with the SEC on February 11, 1999, together with all amendments
thereto, pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "34 Act") in which there is described the terms,
rights and provisions applicable to the Registrant's outstanding
Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 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 into this Registration Statement and to be a 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
-----------------------------------------
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 1933 Act. Article VII,
Section 6, of the Registrant's Bylaws provides for mandatory indemnification of
its directors and officers and permissible indemnification of employees and
other agents to the maximum extent permitted by the Delaware General Corporation
Law. The Registrant's Certificate of Incorporation provides that, pursuant to
Delaware law, its directors shall not be liable for monetary damages for breach
of their fiduciary duty as directors to the Registrant and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
fiduciary duty of the directors, 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 actions leading to improper
personal benefit to the director and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
The Registrant has entered into Indemnification Agreements with its officers and
directors. The Indemnification Agreements provide the Registrant's officers and
directors with further indemnification to the maximum extent permitted by the
Delaware General Corporation Law.
II-1
<PAGE>
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
Exhibit
Number Exhibit
- ------- -------
4 Instrument Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 000-25375 on Form 8-A,
together with all amendments thereto, which is incorporated herein
by reference pursuant to Item 3(d) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP.
23.1 Consent of Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
--------
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
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 Registrant's 1999 Equity Incentive Plan, Employee Stock
Purchase Plan, International Employee Stock Purchase Plan and the 1999 Non-
Employee Director Option Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
II-2
<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 Austin, State of Texas on this 18th day of
February, 1999.
VIGNETTE CORPORATION
By: /s/ Gregory A. Peters
------------------------------------------
Gregory A. Peters
President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Vignette Corporation, a
Delaware corporation, do hereby constitute and appoint Gregory A. Peters and
Jack F. Lynch, and either of them, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Gregory A. Peters President, Chief Executive Officer and Director February 18, 1999
- --------------------------------------- (Principal Executive Officer)
Gregory A. Peters
/s/ Jack F. Lynch Vice President, Finance and Operations (Principal February 18, 1999
- --------------------------------------- Financial and Accounting Officer) and Secretary
Jack F. Lynch
/s/ Ross G. Garber Chairman of the Board and Director February 18, 1999
- ---------------------------------------
Ross B. Garber
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Neil Webber Chief Technology Officer and Director February 18, 1999
- ---------------------------------
Neil Webber
/s/ Robert E. Davoli Director February 18, 1999
- ---------------------------------
Robert E. Davoli
/s/ Steven G. Papermaster Director February 18, 1999
- ---------------------------------
Steven G. Papermaster
/s/ John D. Thornton Director February 18, 1999
- ---------------------------------
John D. Thornton
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
4 Instrument Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 000-25375 on Form 8-A,
together with all amendments thereto, which is incorporated herein
by reference pursuant to Item 3(d) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP.
23.1 Consent of Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
<PAGE>
Exhibit 5
---------
February 24, 1999
Vignette Corporation
901 South MoPac Expressway
Austin, Texas 78746
Re: Vignette Corporation (the "Company")
Registration Statement for
an aggregate of 7,642,015 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended, of (i) 6,642,015 shares of Common Stock
available for issuance under the Company's 1999 Equity Incentive Plan, (ii)
750,000 shares of Common Stock available for issuance under the Company's
Employee Stock Purchase Plan and International Employee Stock Purchase Plan and
(iii) 250,000 shares of Common Stock available for issuance under the Company's
1999 Non-Employee Director Option Plan. We advise you that, in our opinion,
when such shares have been issued and sold pursuant to the applicable provisions
of the 1999 Equity Incentive Plan, the Employee Stock Purchase Plan and
International Employee Stock Purchase Plan and the 1999 Non-employee Director
Option Plan and in accordance with the Registration Statement, such shares will
be validly issued, fully paid and nonassessable shares of Vignette Corporation's
Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. ) pertaining to the 1999 Equity Incentive Plan, the Employee Stock
--
Purchase Plan and International Employee Stock Purchase Plan and the 1999 Non-
Employee Director Option Plan of Vignette Corporation of our report dated
January 14, 1999, except for Note 10 as to which the date is February 16, 1999,
with respect to the consolidated financial statements of Vignette Corporation
included in its Registration Statement on Form S-1 (No. 333-68345), as amended
as of February 16, 1999, filed with the Securities and Exchange Commission.
Austin, Texas
February 22, 1999 /s/ Ernst & Young LLP
