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As filed with the Securities and Exchange Commission on August 17, 1999
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JUNIPER NETWORKS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0422528
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
385 RAVENDALE DRIVE
MOUNTAIN VIEW, CA 94043
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JUNIPER NETWORKS, INC. AMENDED AND RESTATED 1996 STOCK PLAN
JUNIPER NETWORKS, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
LISA C. BERRY
GENERAL COUNSEL AND SECRETARY
385 RAVENDALE DRIVE
MOUNTAIN VIEW, CA 94043
(650) 526-8000
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
BRUCE M. MCNAMARA
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
=============================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $0.00001 per
share par value: To be
issued under Juniper
Networks, Inc. Amended and
Restated 1996 Stock Plan.... 3,204,104 shares $166.0625 (1) $532,081,520(1) $147,919
=============================================================================================================
Common Stock, $0.00001 per
share par value: Issued
under Juniper Networks,
Inc. Amended and Restated
1996 Stock Plan............. 9,574,944 shares $9.94 (2) $95,734,120 (2) $26,614
=============================================================================================================
Common Stock, $0.00001 per
share par value: To be
issued under Juniper
Networks, Inc. 1999
Employee Stock Purchase Plan 500,000 shares $166.0625 (1) $83,031,250 (1) $23,083
=============================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and
low prices of the Common Stock as reported on the Nasdaq National Market
on August 10, 1999.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based upon the price at which the
options may be exercised.
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PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Juniper Networks, Inc. hereby incorporates by reference in this
registration statement the following documents:
1. Prospectus filed with the Securities and Exchange Commission on
June 24, 1999 pursuant to Rule 424(b).
2. Form 10-Q for the Registrant's second quarter ended June 30,
1999 filed with the Securities and Exchange Commission on July
30, 1999.
3. The description of Juniper Networks, Inc. common stock contained
in its Registration Statement on Form 8-A as filed with the SEC
on June 11, 1999 pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment to this registration statement
which indicates that all Securities offered hereby have been sold or which
deregisters all Securities remaining unsold, shall be deemed to be incorporated
by reference in 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
The validity of the shares of Common Stock offered hereby has been
passed upon for Juniper Networks by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California. As of the date of this
prospectus, WS Investment Company 96A and WS Investment Company 96B, both
investment partnerships composed by certain current and former members of and
persons associated with Wilson Sonsini Goodrich & Rosati, Professional
Corporation, and certain attorneys who are members of or are employed by Wilson
Sonsini Goodrich & Rosati beneficially own an aggregate of 159,374 shares of
Juniper Networks Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Article EIGHTH of our amended and restated certificate of incorporation
provides for the indemnification of directors and officers to the fullest extent
permissible under Delaware law.
Article VI of our bylaws provides for the indemnification of officers,
directors and third parties acting on behalf of Juniper Networks if such person
acted in good faith and in a manner reasonably believed to be in and not opposed
to our best interest, and, with respect to any criminal action or proceeding,
the indemnified party had no reason to believe his or her conduct was unlawful.
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We have entered into indemnification agreements with our directors and
executive officers, in addition to indemnification provided for in our bylaws,
and intend to enter into indemnification agreements with any new directors and
executive officers in the future. The indemnification agreements may require us,
among other things, to indemnify our directors and officers against certain
liabilities that may arise by reason of their status or service as directors and
officers against certain liabilities that may arise by reason of their status or
service as directors and officers (other than liabilities arising from willful
misconduct of culpable nature), to advance their expenses incurred as a result
of any proceeding against them as to which they could be indemnified, and to
obtain directors and officers' insurance, if available on reasonable terms.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DOCUMENTS
<S> <C>
4.1* Amended and Restated 1996 Stock Plan
4.2** 1999 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati Professional
Corporation.
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page II-5)
</TABLE>
* Incorporated by reference to Exhibit 10.2 filed with Juniper
Networks, Inc. Registration Statement on Form S-1 (Registration No.
333-76681).
** Incorporated by reference to Exhibit 10.3 filed with Juniper
Networks, Inc. Registration Statement on Form S-1 (Registration No.
333-76681).
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 bon
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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
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Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
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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 Mountain View, State of California, on this 17th day
of August, 1999.
JUNIPER NETWORKS, INC.
By: /s/ Marcel Gani
-----------------------
Marcel Gani
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Marcel Gani and Lisa C. Berry, and each
of them, as his or her attorney-in-fact, with full power of substitution in
each, for him or her 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 each of said
attorneys-in-fact, or his substitute or 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Scott Kriens President, Chief Executive Officer August 17, 1999
- ----------------------------- and Chairman of the Board
Scott Kriens (Principal Executive Officer)
/s/ Marcel Gani Chief Financial Officer (Principal August 17, 1999
- ----------------------------- Financial and Accounting Officer)
Marcel Gani
/s/ Pradeep Sindhu Chief Technical Officer and Vice August 17, 1999
- ----------------------------- Chairman of Board
Pradeep Sindhu
/s/ William R. Hearst III Director August 17, 1999
- -----------------------------
William R. Hearst III
/s/ Vinod Khosla Director August 17, 1999
- -----------------------------
Vinod Khosla
/s/ C. Richard Kramlich Director August 17, 1999
- -----------------------------
C. Richard Kramlich
/s/ William Stensrud Director August 17, 1999
- -----------------------------
William Stensrud
</TABLE>
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JUNIPER NETWORKS, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENTS
<S> <C>
4.1* Amended and Restated 1996 Stock Plan
4.2** 1999 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati Professional
Corporation.
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page II-5)
</TABLE>
* Incorporated by reference to Exhibit 10.2 filed with Juniper Networks,
Inc. Registration Statement on Form S-1 (Registration No. 333-76681).
** Incorporated by reference to Exhibit 10.3 filed with Juniper Networks,
Inc. Registration Statement on Form S-1 (Registration No. 333-76681).
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Exhibit 5.1
August 17, 1999
Juniper Networks, Inc.
385 Ravendale Drive
Mountain View, CA 94043
Re: Registration Statement on Form S-8
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 August 17, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 13,279,048 shares of your
Common Stock (the "Shares") under the Juniper Networks, Inc. Amended and
Restated 1996 Stock Plan and the Juniper Networks, Inc. 1999 Employee Stock
Purchase Plan (collectively, the "Option Programs"). As your counsel in
connection with this transaction, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
issuance and sale of the Shares pursuant to the Option Programs.
It is our opinion that, when issued and sold in the manner described in
the Option Programs and pursuant to the agreements which accompany each grant
under the Option Programs, the Shares will be legally and validly issued,
fully-paid and non-assessable.
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 amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Juniper Networks, Inc. Amended and Restated 1996
Stock Plan and the Juniper Networks, Inc. 1999 Employee Stock Purchase Plan of
our report dated February 26, 1999, with respect to the consolidated financial
statements of Juniper Networks, Inc. included in its Registration Statement
(Form S-1) filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
August 16, 1999
