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UNITED STATES
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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BRIO TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0210797
(State of incorporation) (I.R.S. Employer Identification No.)
4980 Great America Parkway
Santa Clara, CA 95054
(Address of principal executive offices)
_______________________
1998 STOCK OPTION PLAN
CHIEF EXECUTIVE OFFICER STOCK GRANT
(Full title of the Plans)
_______________________
Tamara L. MacDuff
CHIEF FINANCIAL OFFICER
BRIO TECHNOLOGY, INC.
4980 GREAT AMERICA PARKWAY
SANTA CLARA, CA 95054
(408) 496 - 7400
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:
Jon E. Gavenman
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
Page 1 of 7 Pages
Exhibit Index on Page 6
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
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1998 STOCK OPTION PLAN
Common Stock,
$0.001 par value.................... 7,612,087 Shares $3.91405 (2) $29,794,089.12 $7,448.53
Chief Executive Officer Stock Grant
Common Stock,
$0.001 par value.................... 18,182 Shares $3.91405 (2) $ 71,165.26 $ 17.80
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant
to this Registration Statement by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected without
the receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
(2) Estimated in accordance with Rules 457(c) and 457(h) under the Securities
Act of 1933 (the "Securities Act") solely for the purpose of calculating
the registration fee. The computation is based upon the average of the high
and low sale prices of the Common Stock as reported on The Nasdaq National
Market on December 27, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
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(1) The Registrant's Annual Report on Form 10-K, as amended, for the year
ended March 31, 2000, filed with the Commission on July 28, 2000.
(2) The Registrant's Quarterly Report on Form 10-Q for the quarters ended
June 30, 2000 and September 30, 2000, filed with the Commission on August 14,
2000 and November 14, 2000, respectively.
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") on April
6, 1998, including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing such documents.
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Item 4. DESCRIPTION OF SECURITIES. Not applicable.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under Delaware law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors. The Registrant also
carries director and officer liability insurance in the amount of $15 million.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
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Item 8. EXHIBITS.
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Exhibit
Number
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4.1 Form of Amended and Restated Certificate of Incorporation. *
4.2 Registrant's Amended and Restated Bylaws.
5.1 Opinion of Venture Law Group, a Professional Corporation.
10.1 Registrant's 1998 Stock Option Plan, as amended to date.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
24.1 Power of Attorney (see page 3).
*incorporated by reference to exhibit 3.2 filed with Brio's Registration
Statement on Form S-1 (No. 333-47263) and amendments thereto which became
effective April 30, 1998.
Item 9. UNDERTAKINGS.
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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 purposes 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.
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(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.
The undersigned 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 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.
Insofar as the 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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Brio Technology, Inc., a corporation organized and existing under the laws of
the State of Delaware, 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 Santa Clara, State of California, on this day,
January 3, 2001.
Brio Technology, Inc.
By: /s/ Tamara L. MacDuff
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Tamara L. MacDuff, Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Yorgen H. Edholm and Tamara L. MacDuff,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each 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 and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.
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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.
Signature Title Date
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/s/ Yorgen H. Edholm Director January 3, 2001
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Yorgen H. Edholm
/s/ Tamara L. MacDuff Chief Financial Officer (Principal January 3, 2001
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Tamara L. MacDuff Financial and Accounting Officer)
/s/ Katherine Glassey Chief Strategy Officer and January 3, 2001
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Katherine Glassey Director
Chairman of the Board of Directors
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Ofir Kedar
/s/ E. Floyd Kvamme Director January 3, 2001
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E. Floyd Kvamme
/s/ Bernard J. Lacroute Director January 3, 2001
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Bernard J. Lacroute
/s/ Ernest Von Simson Director January 3, 2001
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Ernest Von Simson
Director
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Michael Cline
/s/ Craig D. Brennan President, Chief Executive Officer January 3, 2001
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Craig D. Brennan and Director (Principal Executive
Officer)
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INDEX TO EXHIBITS
Exhibit
Number
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4.1 Form of Amended and Restated Certificate of Incorporation. *
4.2 Registrant's Amended and Restated Bylaws.
5.1 Opinion of Venture Law Group, a Professional Corporation.
10.1 Registrant's 1998 Stock Option Plan, as amended to date.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
24.1 Power of Attorney (see page 3).
* incorporated by reference to exhibit 3.2 filed with Brio's Registration
Statement on Form S-1 (No. 333-47263) and amendments thereto which became
effective April 30, 1998.
