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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2000
REGISTRATION NO. 333-
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.
(Exact name of issuer as specified in its charter)
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DELAWARE 76-0553110
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
4900 HOPYARD ROAD, SUITE 200, PLEASANTON, CA 94588
(Address of principal executive offices) (Zip Code)
BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.
2000 LONG-TERM INCENTIVE PLAN
(Full title of the plans)
MICHAEL A. OBER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.
4900 HOPYARD ROAD, SUITE 200
PLEASANTON, CA 94588
(Name and address of agent for service)
(925) 251-0000
(Telephone number, including area code, of agent for service)
Copy to:
RICHARD S. GREY, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
400 SANSOME STREET
SAN FRANCISCO, CALIFORNIA 94111
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED SHARE* PRICE* FEE*
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Common Stock** 1,000,000 shares $3.75 $3,750,000 $990.00
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* Estimated solely for the purpose of calculating the registration fee on
the basis of $3.75 per share, the average of the high and low prices
for the Common Stock on July 21, 2000 as reported by the NASDAQ Stock
Exchange.
** This Registration Statement shall also cover any additional shares of
Registrant's Common Stock that become issuable under the Registrant's
2000 Long-Term Incentive Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without
the Registrant's receipt of consideration that results in an increase
in the number of the Registrant's outstanding Shares of Common Stock.
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PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement:
(i) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, filed with the Commission on March 30, 2000, as amended
by Amendment No. 1 to Form 10-K on Form 10-K/A filed with the Commission on June
20, 2000;
(ii) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000 filed with the Commission on May 15, 2000;
(iii) The Registrant's Current Report on Form 8-K, filed with the
Commission on January 14, 2000;
(iv) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report referred to in (i) above; and
(v) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, filed with the Commission on March 10, 1998,
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant or the Plan after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment (that indicates
all securities offered have been sold or deregisters all securities then
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.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") authorizes a Delaware corporation to indemnify officers,
directors, employees and agents of the corporation, in connection with actual or
threatened actions, suits or proceedings provided that such officer, director,
employee or agent acted in good faith and in a
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manner such officer reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no reasonable
cause to believe his or her conduct was unlawful. This authority is sufficiently
broad to permit indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act.
The Registrant's Certificate of Incorporation provides for
indemnification of officers and directors to the fullest extent permitted by
Delaware Law. In addition, the Registrant has, and intends in the future to
enter into, agreements to provide indemnification for directors and officers in
addition to that contained in the Restated Certificate of Incorporation and
By-laws. The Registrant also carries liability insurance covering officers and
directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Grant Thornton LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
23.3 Consent of Orrick, Herrington & Sutcliffe LLP is included in Exhibit
5.1 to this Registration Statement.
24.1 Power of Attorney (included on signature page).
99.1 Brightstar Information Technology Group, Inc. 2000 Long-Term Incentive
Plan.
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 of 1933;
(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;
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(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)(l)(i) and (a)(l)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and 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 Securities
Exchange Act of 1934 that are incorporated by reference 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 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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities 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
THE REGISTRANT
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 San Francisco, State of California, on the 26th day
of July, 2000.
BRIGHTSTAR INFORMATION TECHNOLOGY
GROUP, INC.
(Registrant)
By: /s/ MICHAEL A. OBER
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Michael A. Ober
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael A. Ober and George M. Siegel, and
each 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
attorney-in-fact and agent 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 attorney-in-fact and agent, 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.
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SIGNATURE TITLE DATE
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Principal Executive Officer:
/s/ MICHAEL A. OBER
------------------------------- President and Chief July 26, 2000
Michael A. Ober Executive Officer
Principal Financial Officer:
/s/ DONALD W. ROWLEY
------------------------------- Chief Financial Officer and July 26, 2000
Donald W. Rowley Secretary
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Principal Accounting Officer:
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/s/ DAVID L. CHRISTESON
------------------------------- Controller and Assistant July 26, 2000
David L. Christeson Secretary
Directors:
/s/ JENNIFER T. BARRETT
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Jennifer T. Barrett Director July 26, 2000
/s/ JOSEPH A. WAGDA
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Joseph A. Wagda Director July 26, 2000
/s/ MICHAEL A. OBER
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Michael A. Ober Director July 26, 2000
/s/ DONALD W. ROWLEY
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Donald W. Rowley Director July 26, 2000
/s/ GEORGE M. SIEGEL
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George M. Siegel Director July 26, 2000
/s/ BARRY ZWANLEN
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BARRY ZWANLEN Director July 26, 2000
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A majority of the members of the Board of Directors.
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Grant Thornton LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
23.3 Consent of Orrick, Herrington & Sutcliffe LLP is included in Exhibit 5.1
to this Registration Statement.
24.1 Power of Attorney (included on signature page).
99.1 Brightstar Information Technology Group, Inc. 2000 Long-Term Incentive
Plan.
99.2 Form of Stock Option Agreement under 2000 Long-Term Incentive Plan
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