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As filed with the Securities and Exchange Commission on July 17, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRITON NETWORK SYSTEMS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 3663 59-3434350
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(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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8529 SOUTH PARK CIRCLE
ORLANDO, FLORIDA 32819
(407) 903-0900
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1997 STOCK PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
(FULL TITLE OF THE PLANS)
KENNETH R. VINES
CHIEF FINANCIAL OFFICER
TRITON NETWORK SYSTEMS, INC.
8529 SOUTH PARK CIRCLE
ORLANDO, FLORIDA 32819
(407) 903-0900
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(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------------
Copies to:
MICHAEL J. DANAHER, ESQ.
MARTIN J. WATERS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94301
(650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
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1997 Stock Plan
Common Stock, $0.001 par value
(currently outstanding options) (1)........... 2,832,935 shares $10.86 $30,765,674 $8,122
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1997 Stock Plan Common Stock, $0.001 par value
(options available for future grant) (2)..... 748,311 shares $31.38 $23,481,999 $6,199
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TOTAL 1997 STOCK PLAN SHARES REGISTERED....... 3,581,246 shares $54,247,673 $14,321
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2000 Employee Stock Purchase Plan
Common Stock, $0.001 par value (3)........... 250,000 shares $26.67 $6,667,500 $1,760
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TOTAL REGISTRATION FEES $16,081
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(1) The computation is based upon the weighted average exercise price per share
of $10.86 as to 2,832,935 outstanding but unexercised options to purchase Common
Stock under the 1997 Stock Plan.
(2) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 as to the remaining
748,311 shares of Common Stock authorized for issuance pursuant to the 1997
Incentive Stock Plan, solely for the purpose of calculating the registration
fee. No options have been granted with respect to such shares. The computation
is based upon the average of the high and low price of the Common Stock as
reported on the Nasdaq National Market on July 14, 2000 because the price at
which the options to be granted in the future may be exercised is not currently
determinable.
(3) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 solely for the
purpose of calculating the registration fee. The computation is based upon 85%
(see explanation in following sentence) of the average of the high and low price
of the Common Stock as reported on the Nasdaq National Market on July 14, 2000
because the price at which the options to be granted in the future may be
exercised is not currently determinable. Pursuant to the 2000 Employee Stock
Purchase Plan, which plan is incorporated by reference herein, the Purchase
Price of a share of Common Stock shall mean an amount equal to 85% of the Fair
Market Value of the Common Stock on the Enrollment Date or the Exercise Date,
whichever is lower.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:
(a) The Registrant's Prospectus dated July 12, 2000, filed pursuant
to Rule 424(b) under the Securities Act of 1933 on July 13, 2000.
(b) The description of the Common Stock of the Registrant that is
contained in the Registration Statement on Form 8-A filed
pursuant to Section 12 of the Exchange Act on April 7, 2000.
(c) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filing
of this Registration Statement and 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
in the Registration Statement and to be 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 common stock offered hereby will be passed upon for
us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California. As of the date hereof, investment partnerships composed of members
of and persons associated with Wilson Sonsini Goodrich & Rosati, Professional
Corporation, in addition to certain current and former individual members of and
persons associated with Wilson Sonsini Goodrich & Rosati, Professional
Corporation, beneficially own an aggregate of 68,213 shares of Triton Network
Systems, Inc. common stock.
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 and indemnifies
directors and officers for all actions or proceedings arising out of his or her
actions arising in such capacity. Delaware law provides that directors of a
corporation shall not be personally liable for monetary damages for breach of
their fiduciary duties as directors, except liability (i) for any breach of
their duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends or unlawful stock
repurchases or redemptions, or (iv) for any transactions from which the director
derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant indemnify its
directors and officers, and any person acting as director or officer of any
corporation, partnership, joint venture trust or other enterprise at the request
of the corporation against any expenses, judgements, fines, and amounts paid in
settlement from such action incurred related to his or her status or service as
an agent of the corporation if he acted in good faith and in a manner reasonably
believed not to be opposed to the best interests of the corporation. The
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Registrant's Bylaws also permit the Registrant to secure insurance on behalf of
any person who is or was an Agent of the corporation for actions arising as a
result of his or her status as such, whether or not the corporation would have
the power to indemnify the Agent against such liability under the Bylaws. The
corporation indemnifies against expenses actually and reasonably incurred in
connection with the defense or settlement of action or suit if he or she acted
in good faith.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Exhibit Index below).
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, 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 that 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 an 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 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
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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 Orlando, State of Florida on July 17, 2000.
TRITON NETWORK SYSTEMS, INC.
By: /s/ KENNETH R. VINES
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Kenneth R. Vines
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 Howard "Skip" Speaks and Kenneth R.
Vines, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him 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 date indicated.
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SIGNATURE TITLE DATE
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/s/ HOWARD "SKIP" SPEAKS President, Chief Executive Officer and July 17, 2000
------------------------ Director (Principal Executive Officer)
Howard "Skip" Speaks
/s/ KENNETH R. VINES Senior Vice President, Finance and July 17, 2000
--------------------- Chief Financial Officer (Principal
Kenneth R. Vines Financial and Accounting Officer)
/s/ STANLEY R. ARTHUR Director July 17, 2000
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Stanley R. Arthur
/s/ BANDEL L. CARANO Director July 17, 2000
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Bandel L. Carano
/s/ JAMES F. GIBBONS Director July 17, 2000
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James F. Gibbons
/s/ ROBERT P. GOODMAN Director July 17, 2000
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Robert P. Goodman
/s/ ARJUN GUPTA Director July 17, 2000
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Arjun Gupta
/s/ JAMES WEI Director July 17, 2000
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James Wei
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INDEX TO EXHIBITS
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SEQUENTIALLY
NUMBERED
EXHIBIT NUMBER EXHIBIT DOCUMENT PAGE
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4.1* Amended and Restated Certificate of Incorporation
of Registrant, Inc.
4.2* Bylaws of Registrant
4.3* 1997 Stock Plan
4.4* 2000 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation,
(Counsel to the Registrant)
23.1 Consent of Ernst & Young LLP, Independent
Certified Public Accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati,
Professional Corporation (contained in
Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-3)
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* Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 333-31434), effective July 12, 2000.
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