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As filed with the Securities and Exchange Commission on June 21, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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COBALT NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 555 Ellis Street 77-0440751
(State or other jurisdiction of Mountain View, CA 94043 (I.R.S. Employer
incorporation or organization) Identification Number)
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(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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CHILI!SOFT, INC. NONPLAN STOCK OPTION AGREEMENTS
(Full Title of Plans)
Stephen W. DeWitt
President and Chief Executive Officer
COBALT NETWORKS, INC.
555 Ellis Street
Mountain View, CA 94043
(650) 623-2500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
Robert P. Latta, Esq.
Julia Reigel, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
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Common Stock of the Registrant to be issued
upon exercise of options granted under
nonplan Chili!Soft, Inc. Stock Option
Agreements.................................. 110,000 shares $3.24 $356,400.00 $94.10
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable upon exercise of options granted to four
employees of Chili!Soft, Inc. 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 Cobalt Networks, Inc.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for the purpose of calculating
the registration fee. With respect to 110,00 shares subject to outstanding
options to purchase Common Stock under the Plan, the proposed maximum
offering price per share is equal to the weighted average exercise price of
$3.24 per share pursuant to Rule 457(h) under the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
Cobalt Networks, Inc. (the "Registrant") hereby incorporates by reference
in this Registration Statement the following documents:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.
3. The Registrant's Current Report on Form 8-K dated June 7, 2000.
4. The Registrant's Definitive Proxy Statement on Schedule 14A filed on
April 18, 2000.
5. The Registrant's Registration Statement on Form 8-A relating to the
Registrant's Common Stock filed on October 14, 1999, and any amendment or report
filed for the purpose of updating such description.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date 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 into this 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.
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, indemnity 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 Securities Act of 1933, as amended (the "Securities
Act"). The Registrant's Restated Certificate of Incorporation and Bylaws
provide that the Registrant shall indemnify its directors, officers, employees
and other agents to the fullest extent permitted by Delaware law, including
circumstances in which indemnification is otherwise discretionary under Delaware
law.
The Registrant has entered into indemnification agreements with certain
directors and executive officers. These agreements, among other things,
indemnify the directors and executive officers for certain expenses (including
attorney's fees), judgments, fines and settlement payments incurred by such
persons in any action, including any action by or in the right of the
Registrant, in connection with the good faith performance of their duties as a
director or officer. The indemnification agreements also provide for the
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advance payment by the Registrant of defense expenses incurred by the director
or officer; however, the affected director or officer must undertake to repay
such amounts advanced if it is ultimately determined that such director or
officer is not entitled to be indemnified.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Number Document
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4.1 Chili!Soft, Inc. Stock Option Agreement with Bryan Grummon
4.2 Chili!Soft, Inc. Stock Option Agreement with Russ Ryan
4.3 Chili!Soft, Inc. Stock Option Agreement with Chris Hogan
4.4 Chili!Soft, Inc. Stock Option Agreement with Rich Kennewick
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities
being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24.1 Power of Attorney (See page 5)
Item 9. Undertakings.
(a) The 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 this Registration Statement or any material change to such
information in this 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 which remain unsold at the termination of
the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
into this Registration Statement shall be
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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 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 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 question whether such indemnification by it is against public
policy as expressed in the Securities 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 Palo Alto, State of California, on June 21, 2000.
COBALT NETWORKS, INC.
By: /s/ Stephen W. DeWitt
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Stephen W. DeWitt
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen W. DeWitt and Kenton D. Chow,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
(including post-effective 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 or her 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.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Stephen W. DeWitt Chief Executive Officer, President June 21, 2000
_________________________________ and Director (Principal Executive
Stephen W. DeWitt Officer)
/s/ Kenton D. Chow Chief Financial Officer, Vice June 21, 2000
________________________________ President, Finance and Secretary
Kenton D. Chow (Principal Financial and Accounting
Officer)
________________________________ Chairman of the Board of Directors June __, 2000
Gordon A. Campbell
________________________________ Director June __, 2000
Gary F. Bengier
________________________________ Director June __, 2000
Jordan A. Levy
/s/ Stephen J. Luczo
________________________________ Director June 21, 2000
Stephen J. Luczo
/s/ Carl F. Pascarrella
________________________________ Director June 21, 2000
Carl F. Pascarrella
/s/ Mark F. Spagnolo
________________________________ Director June 21, 2000
Mark F. Spagnolo
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INDEX TO EXHIBITS
Exhibit Description
Number
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4.1 Chili!Soft, Inc. Stock Option Agreement with Bryan Grummon
4.2 Chili!Soft, Inc. Stock Option Agreement with Russ Ryan
4.3 Chili!Soft, Inc. Stock Option Agreement with Chris Hogan
4.4 Chili!Soft, Inc. Stock Option Agreement with Rich Kennewick
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities
being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24.1 Power of Attorney (see page 5)
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