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As filed with the Securities and Exchange Commission on December 4, 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
______________________
WATCHGUARD TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 91-1712427
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
505 Fifth Avenue South, Suite 200
Seattle, Washington 98104
(Address of Principal Executive Offices, Including Zip Code)
WATCHGUARD TECHNOLOGIES, INC.
2000 QIAVE STOCK OPTION PLAN
(Full Title of the Plan)
CHRISTOPHER G. SLATT
President, Chief Executive Officer and Chairman of the Board
WatchGuard Technologies, Inc.
505 Fifth Avenue South, Suite 200
Seattle, Washington 98104
(206) 521-8340
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
______________________
Copy to:
STEPHEN M. GRAHAM
ALAN C. SMITH
Orrick, Herrington & Sutcliffe LLP
701 Fifth Avenue, Suite 6500
Seattle, Washington 98104
______________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Number to Be Offering Price Per Aggregate Offering Amount of
to Be Registered Registered(1) Share(2) Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share 100,856 $0.46 $46,394 $12.25
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(1) This registration statement shall also cover any additional shares that may
become issuable under the plan being registered hereby as a result of any
future stock split, stock dividend, recapitalization or similar adjustment
effected without the receipt of consideration that results in an increase
in the number of outstanding shares of the registrant's common stock.
(2) Pursuant to Rule 457(h), the calculation of the registration fee is based
on the exercise price of $0.46 per share for outstanding but unexercised
options to purchase an aggregate of 100,857 shares of the registrant's
common stock issuable under the plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The registrant hereby incorporates by reference into this registration
statement the following documents filed with the Securities and Exchange
Commission (the "SEC"):
(a) The registrant's annual report on Form 10-K/A for the year ended
December 31, 1999, which contains audited financial statements for the
registrant's latest fiscal year for which audited financial statements have been
filed;
(b) The registrant's quarterly reports on Form 10-Q for the quarters ended
September 30, 2000, June 30, 2000 and March 31, 2000;
(c) The registrant's current report on Form 8-K filed on October 19, 2000,
as amended by Form 8-K/A filed on December 1, 2000;
(d) The registrant's current report on Form 8-K filed on November 2, 1999,
as amended by Form 8-K/A filed on January 3, 2000; and
(e) The description of the registrant's common stock contained in the
registrant's registration statement on Form 8-A, filed on July 26, 1999,
including any amendment or report filed for the purpose of updating that
description.
The registrant also incorporates by reference into this registration
statement all documents filed by the registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
registration statement and before the filing of a post-effective amendment that
indicates that the securities offered by this registration statement have been
sold or that deregisters the securities covered by this registration statement
then remaining unsold. The most recent information filed with the SEC
automatically updates and supersedes older information. The information
contained in any such filing will be deemed to be a part of this registration
statement as of the date on which the document is filed, and any older
information that has been modified or superseded will not be deemed to be part
of this registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify its directors and officers, as well as other
employees and individuals, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation, a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification
extends only to expenses (including attorneys' fees) incurred in connection with
the defense or settlement of such actions, and the statute requires court
approval before there can
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be any indemnification in which the person seeking indemnification has been
found liable to the corporation. The statute provides that it is not exclusive
of other indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.
Section 10 of the registrant's bylaws requires indemnification to the full
extent permitted under Delaware law as it now exists or may hereafter be
amended. Subject to any restrictions imposed by Delaware law, the bylaws
provide an unconditional right to indemnification for all expense, liability and
loss actually and reasonably incurred or suffered by any person in connection
with any actual or threatened action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, to the extent permitted by
law, any derivative action) by reason of the fact that such person is or was
serving as a director or officer of the registrant or that, being or having been
a director or officer of the registrant, such person is or was serving at the
request of the registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to an employee benefit plan.
The registrant's bylaws also provide that the registrant may, by action of
its board of directors, provide indemnification to its employees and agents with
the same scope and effect as the foregoing indemnification of directors and
officers.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (a) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(b) acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (c) payments of unlawful dividends or unlawful
stock repurchases or redemptions or (d) any transaction from which the director
derived an improper personal benefit.
Article 10 of the registrant's certificate of incorporation provides that,
to the full extent that the DGCL permits the limitation or elimination of the
liability of directors, a director of the registrant shall not be liable to the
registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director. Any amendment to or repeal of Article 10 shall not adversely
affect any right or protection of a director of the registrant for or with
respect to any acts or omissions of such director occurring before the amendment
or repeal.
The registrant maintains directors' and officers' liability insurance,
under which the registrant's directors and officers may be indemnified against
liability they may incur for serving in their capacities as directors and
officers of the registrant.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
Exhibit
Number Description
------- ------------------------------------------------------------------
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP regarding the
legality of the common stock being registered
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Deloitte & Touche LLP, independent auditors
23.4 Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit
5.1)
24.1 Power of Attorney (included on signature page)
99.1 WatchGuard Technologies, Inc. 2000 Qiave Stock Option Plan
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
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 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefits
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC 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 Seattle, State of Washington, on this 4th day of
December, 2000.
WATCHGUARD TECHNOLOGIES, INC.
/s/ CHRISTOPHER G. SLATT
--------------------------------------------------
By: Christopher G. Slatt
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Christopher G. Slatt and Steven N. Moore, or either of them, as attorneys-in-
fact with full power of substitution, to execute in the name and on the behalf
of each person, individually and in each capacity stated below, and to file, any
and all amendments to this Registration Statement, including any and all post-
effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on this 4th day of December, 2000.
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<CAPTION>
Signature Title
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<S> <C>
/s/ CHRISTOPHER G. SLATT President, Chief Executive Officer and Chairman of the
------------------------ Board (Principal Executive Officer)
Christopher G. Slatt
/s/ MICHAEL E. McCONNELL Vice President, Chief Financial Officer and Treasurer
------------------------ (Principal Financial and Accounting Officer)
/s/ STUART J. ELLMAN Director
------------------------
Stuart J. Ellman
/s/ MICHAEL R. HALLMAN Director
------------------------
Michael R. Hallman
Director
------------------------
Steven N. Moore
/s/ ANDREW W. VERHALEN Director
------------------------
Andrew W. Verhalen
/s/ CHARLES P. WAITE Director
------------------------
Charles P. Waite
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number Description
--------- ----------------------------------------------------------------
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP regarding the
legality of the common stock being registered
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Deloitte & Touche LLP, independent auditors
23.4 Consent of Orrick, Herrington & Sutcliffe LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
99.1 WatchGuard Technologies, Inc. 2000 Qiave Stock Option Plan
