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As filed with the Securities and Exchange Commission on October 6, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SAGENT TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
800 W. El Camino Real, Suite 300
Delaware Mountain View, CA 94040 94-3225290
(State of incorporation) (Address of principal executive offices) (I.R.S. Employer Identification Number)
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AMENDED AND RESTATED 1995 STOCK OPTION PLAN
1998 STOCK OPTION PLAN
1999 DIRECTOR OPTION PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Kenneth C. Gardner
President and Chief Executive officer
Sagent Technology, Inc.
800 W. El Camino Real, Suite 300
Mountain View, CA 94040
(650) 815-3100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Arthur F. Schneiderman, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 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 Price Fee
- ------------------------------------------------------------------------------------------------------------------------------------
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Common Stock, par value $0.001
To be issued for options under the Amended and Restated
1995 Stock Option Plan 1,340,102 shares $3.18 (2) $ 4,261,525
To be issued for options under the 1998 Stock Option Plan 2,470,000 shares $7.52/$9.03 (3) $19,680,000
To be issued for options under the 1999 Director Option 150,000 shares $11.06/$9.03(4) $ 1,506,750
To be issued under the 1999 Employee Stock Purchase Plan 450,000 shares $9.03 $ 4,063,500
TOTAL 4,410,102 shares $29,511,775 $8,205
============================================================== =================== ================= ================= =============
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into four subtotals.
(2) Computed pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"). Such computation is based on the weighted
average exercise price of $3.18 per share covering outstanding options
under the Amended and Restated 1995 Stock Option Plan to purchase 1,340,102
shares.
(3) Computed in part pursuant to Rule 457(h) under the Securities Act of 1933
and in part pursuant to Rule 457(c) under the Securities Act. Such
computation is based on (i) the weighted average exercise price of $7.52
per share covering outstanding options under the 1998 Stock Option Plan to
purchase 1,737,815 shares and (ii) $ 9.03 per share (the average of the
high and low price of the Common Stock as of the close of trading on
September 28, 1999) for 732,185 shares.
(4) Computed in part pursuant to Rule 457(h) of the Securities Act and in part
pursuant to Rule 457(c) under the Securities Act. Such computation is based
on (i) the weighted average exercise price of $11.06 per share covering
75,000 outstanding options under the 1999 Director Option Plan and (ii) $
9.03 per share (the average of the high and low price of the Common Stock
as of the close of trading on September 28, 1999 for 75,000 shares.
(5) Computed pursuant to Rule 457(c) under the Securities Act. Such computation
is based on $ 9.03 per share (the average of the high and low price of the
Common Stock as of the close of trading on September 28, 1999 for 450,000
shares.
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SAGENT TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed by Sagent Technology,
Inc. (the "Registrant") with the Securities and Exchange Commission (the
"Commission"):
(1) The Registrant's Prospectus dated April 14, 1999 as filed by the
Registrant pursuant to Rule 424(b) promulgated under the Securities Act of 1933.
(2) The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on January 29, 1999
pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange
Act"), including any amendment or report filed for the purpose of updating such
description.
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, filed with the Commission on May 26, 1999, pursuant to the
Exchange Act.
(4) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999 filed with the Commission on August 16, 1999, pursuant to the
Exchange Act.
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 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 of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Arthur F. Schneiderman, a member of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, is Secretary of the Registrant. Wilson Sonsini
Goodrich & Rosati is corporate counsel to the Registrant and has rendered an
opinion as to the Common Stock offered hereby. Arthur F. Schneiderman, a member
of Wilson Sonsini Goodrich & Rosati, is Secretary of Sagent. Mr. Schneiderman
and certain investment partnerships of Wilson Sonsini Goodrich & Rosati
beneficially owned 180,445 shares of the Registrant's Common Stock as of October
5, 1999.
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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. 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 for:
o Any breach of the director's duty of loyalty to the Registrant or its
stockholders
o Acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law
o Unlawful payments or dividends or unlawful stock repurchases or
redemptions or other distributions
o Any transaction from which the director derived an improper personal
benefit.
The Registrant's bylaws provide that the Registrant shall indemnify its
officers and directors and may indemnify its employees and other agents to the
fullest extent provided by Delaware law. The Registrant believes that
indemnification under its bylaws covers at least negligence and gross negligence
on the part of indemnified parties. The bylaws authorize the use of
indemnification agreements and the Registrant has entered into such agreements
with each of its directors and officers. These agreements, among other things,
indemnify the Registrant's directors and officers for certain expenses,
including attorneys' fees, judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of the Registrant, arising out of such person's services as a director or
officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant.
The Registrant's bylaws permit the Registrant to secure insurance on behalf
of any officer, director, employee or other agent for any liability arising out
of his or her actions in such capacity, regardless of whether the bylaws would
permit indemnification. The Registrant has obtained officer and director
liability insurance with respect to certain matters, including matters arising
under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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Exhibit Number Description
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4.1* 1995 Stock Plan, as amended.
4.2* 1998 Stock Option Plan.
4.3* 1999 Director Option Plan.
4.4* 1999 Employee Stock Purchase Plan.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (No. 333-23189), which was declared effective on April 14,
1999.
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Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period 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 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 of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
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 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to law, the Registrant's Amended and Restated
Certificate of Incorporation, Bylaws or indemnification agreements, 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 of 1933 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 matter has 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 of 1933 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 Mountain View, State of California, on this 30th day
of September, 1999.
SAGENT TECHNOLOGY, INC.
By: /s/ Kenneth Gardner
-------------------------------------
Kenneth C. Gardner,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth C. Gardner and W. Virginia
Walker, and each of them, as his attorney-in-fact, with full power of
substitution in each, 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 said
attorney-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed on September 30, 1999 by the following persons in the
capacities indicated.
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Signature Title
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<S> <C>
/s/ Kenneth C. Gardner President, Chief Executive Officer and Director (Principal Executive
- -------------------------------- Officer)
Kenneth C. Gardner
/s/ W. Virginia Walker Executive Vice President, Finance and Administration, and Chief Financial
- -------------------------------- Financial Officer (Principal Financial Officer and Principal
W. Virginia Walker Accounting Officer)
/s/ John E. Zicker Executive Vice President, Technology, Chief Technology Officer and
- -------------------------------- Director
John E. Zicker
/s/ Shanda Bahles Director
- --------------------------------
Shanda Bahles
/s/ Richard Shapero Director
- --------------------------------
Richard Shapero
/s/ Jeffrey T. Webber Director
- --------------------------------
Jeffrey T. Webber
/s/ Klaus S. Luft Director
- ------------------------------------
Klaus S. Luft
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INDEX TO EXHIBITS
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Exhibit Number Description
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4.1* 1995 Stock Plan, as amended.
4.2* 1998 Stock Option Plan.
4.3* 1999 Director Option Plan.
4.4* 1999 Employee Stock Purchase Plan.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (No. 333-23189), which was declared effective on April 14,
1999.
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EXHIBIT 5.1
October 6, 1999
Sagent Technology, Inc.
800 W. El Camino Real
Suite 300
Mountain View, CA 94040
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about October 6, 1999 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of a total of 450,000 shares of your Common
Stock reserved for issuance under the 1999 Employee Stock Purchase Plan, 150,000
shares of your Common Stock reserved for issuance under the 1999 Director Option
Plan, 2,470,000 shares of your Common Stock reserved for issuance under the 1998
Stock Option Plan and an additional 1,340,102 shares of your Common Stock
reserved for issuance under the Amended and Restated 1995 Stock Option Plan
(collectively, the "Shares") (collectively, the "Plans"). As your legal counsel,
we have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and issuance of the
Shares under the Plans.
It is our opinion that the Shares will be, when issued and sold in the
manner referred to in the Plans, legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Sagent Technology, Inc. relating to the Amended and Restated 1995 Stock
Option Plan, the 1998 Stock Option Plan, the 1999 Director Option Plan and the
1999 Employee Stock Purchase Plan of Sagent Technology, Inc., of our report
dated January 27, 1999, on our audits of the financial statements of Sagent
Technology, Inc. as of December 31, 1997 and 1998 and for each of the three
years in the period ended December 31, 1998, as included in Sagent Technology,
Inc.'s Registration Statement on Form S-1 (333-71369) dated April 14, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
San Jose, California
October 6, 1999
