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As filed with the Securities and Exchange Commission on May 24, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
VITRIA TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
__________________
Delaware 77-0386311
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
(Classification Code Number) Identification No.
__________________
945 Stewart Drive
Sunnyvale, CA 94086
(408) 212-2700
(Address of principal executive offices)
__________________
1999 Equity Incentive Plan
1998 Executive Incentive Plan
(Full title of the plans)
JoMei Chang
President an Chief Executive Officer
Vitria Technology, Inc.
945 Stewart Drive
Sunnyvale, California 94086
(408) 212-2700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
__________________
Copies to:
Eric C. Jensen, Esq.
Cooley Godward llp
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
__________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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>
Stock Options and Common
Stock (par value $.001) 8,027,628 shares $35.8125 $287,489,428 $75,897
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</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 the
Company's Common Stock on May 8, 2000 as reported on the Nasdaq National
Market (pursuant to Rule 457(c) under the Act).
(2) This Registration Statement shall cover any additional shares of Common
Stock which become issuable under the plans set forth herein by reason of
any stock dividend, stock split, recapitalization or any other similar
transaction without receipt of consideration which results in an increase
in the number of shares of the Registrant's outstanding Common Stock.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-91325
The contents of Registration Statement on Form S-8 No. 333-91325 filed with
the Securities and Exchange Commission on November 19, 1999 are incorporated by
reference herein.
EXHIBITS
Exhibit
Number Description
4.1(1) Amended and Restated Certificate of Incorporation of Registrant.
4.2(1) Amended and Restated Bylaws of Registrant.
4.3(1) Specimen Stock Certificate.
4.4(1) Second Amended and Restated Investor Rights Agreement, date
August 27,1996, between the Registrant and certain investors, as
amended October 22, 1996.
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Signature Page.
99.1(2) 1999 Equity Incentive Plan
99.2(2) 1998 Executive Incentive Plan
99.3(2) 1999 Employee Stock Purchase Plan
(1) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-26843),
as amended through the date hereof and incorporated herein by reference.
(2) Filed as an exhibit to the Form S-8 Registration Statement (No. 333-91325),
and incorporated herein by reference.
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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 Sunnyvale, State of California, on May 24,
2000.
Vitria Technology, Inc.
By: /s/ JoMei Chang, Ph.D.
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JoMei Chang, Ph.D.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints JoMei Chang, Ph.D. and Paul R. Auvil,
III, and each or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
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 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 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/ JoMei Chang, Ph.D. President, Chief Executive Officer and May 24, 2000
- ---------------------------------
JoMei Chang, Ph.D. Director (Principal Executive Officer)
/s/ Paul R. Auvil, III Vice President, Finance, Chief Financial May 24, 2000
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Paul R. Auvil, III Officer and Secretary (Principal Financial and
Accounting Officer)
/s/ M. Dale Skeen, Ph.D. Chief Technology Officer May 24, 2000
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M. Dale Skeen, Ph.D. Director
/s/ Robert M. Halperin Director May 24, 2000
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Robert M. Halperin
/s/ William H. Younger, Jr. Director May 24, 2000
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William H. Younger, Jr.
/s/ John L. Walecka Director May 24, 2000
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John L. Walecka
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
4.1(1) Amended and Restated Certificate of Incorporation of Registrant.
4.2(1) Amended and Restated Bylaws of Registrant.
4.3(1) Specimen Stock Certificate.
4.4(1) Second Amended and Restated Investor Rights Agreement, date August
27,1996, between the Registrant and certain investors, as amended
October 22, 1996.
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Signature Page.
99.1(2) 1999 Equity Incentive Plan
99.2(2) 1998 Executive Incentive Plan
99.3(2) 1999 Employee Stock Purchase Plan
(1) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-26843),
as amended through the date hereof and incorporated herein by reference.
(2) Filed as an exhibit to the Form S-8 Registration Statement (No. 333-91325),
and incorporated herein by reference.
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Exhibit 5.1
May 24, 2000
Vitria Technology, Inc.
945 Stewart Drive
Sunnyvale, California 94086
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Vitria Technology, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 8,027,628 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1999
Equity Incentive Plan and 1998 Executive Incentive Plan (the "Plans").
In connection with this opinion, we have examined the Registration Statement,
the Plans, your Amended and Restated Certificate of Incorporation and Bylaws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans and the
Registration Statement, will be validly issued, fully paid, and nonassessable
(except as to shares issued pursuant to certain deferred payment arrangements,
which will be fully paid and nonassessable when such deferred payments are made
in full).
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the S-8 Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Yours very truly,
Cooley Godward LLP
/s/ Eric C. Jensen
Eric C. Jensen
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (No. 333-91325) of our report dated January 21, 2000
relating to the consolidated financial statements of Vitria Technology, Inc.,
which appears in Vitria Technology, Inc.'s Registration Statement on Form S-1
for the year ended December 31, 1999.
/s/ PricewaterhouseCoopers
San Jose, California
May 22, 2000
