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As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-8 TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SAGE, INC.
(Exact name of Registrant as Specified in Its Charter)
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DELAWARE 77-0389091
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2460 NORTH FIRST STREET, SUITE 100
SAN JOSE, CALIFORNIA 95131-1023
(408) 383-5300
(Address of Principal Executive Offices)
1995 STOCK OPTION PLAN
1997 PERFORMANCE STOCK OPTION PLAN
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
AND
AGREEMENT DATED OCTOBER 6, 1998 PROVIDING FOR ISSUANCE OF
OPTIONS TO GLENN W. MARSCHEL, JR.
(Full Title of the Plans)
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CHANDRASHEKAR M. REDDY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SAGE, INC.
2460 NORTH FIRST STREET, SUITE 100
SAN JOSE, CALIFORNIA 95131-1023
(Name and Address of Agent for Service)
(408) 383-5300
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
John W Campbell III, Esq.
Susan MacCormac, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105
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EXPLANATORY NOTE
This Post-Effective Amendment No.2 on FormS-8 amends Registration
Statement No.333-34812, which was previously filed on Form S-4 (the "Original
Registration Statement") and as amended by Amendment No.1 to the Original
Registration Statement, in connection with the merger (the "Merger") of a
wholly-owned subsidiary of Sage, Inc. (the "Registrant") with and into
Faroudja, Inc. ("Faroudja"). In connection with the filing of the Original
Registration Statement, 4,099,677 shares of the Registrant's Common Stock,
$0.01 par value per share (the "Common Stock"), were registered with the
Securities and Exchange Commission and the applicable filing fee was paid.
The number of shares registered pursuant to the Original Registration
Statement included (i) 3,556,278 shares of Common Stock expected to be
distributed to holders of the common stock of Faroudja in connection with the
Merger and (ii) 504,058 shares of Common Stock issuable upon exercise of
options outstanding under Faroudja's 1995 Stock Option Plan, 1997 Performance
Stock Option Plan, 1997 Non-Employee Directors Stock Option Plan and each of
the options to purchase Faroudja's common stock granted to Glenn W. Marschel,
Jr. pursuant to a stock option agreement dated as of October 6, 1998. All of
the shares of Common Stock included in this Post-Effective Amendment No.2
were included in and registered on the Original Registration Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this Form S-8
(plan information and registrant information and employee plan annual
information) has or will be sent or given to employees as specified by Rule
428 (b) (1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents need not be filed with the Securities and Exchange Commission
either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference in the registration
statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitutes a prospectus that meets the requirements of Section 10 (a) of the
Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed or to be filed by Sage, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference herein:
(a) The Registrant's Prospectus filed pursuant to Rule 424(b) of the
Securities Act contained in the registration statement on Form S-1 as filed
on August 30, 1999, which includes audited financial statements for the
Registrant's last fiscal year.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since the end of the fiscal year covered by the audited financial statements
described in (a) above.
All documents filed by the Registrant subsequent to the date of this
registration statement pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
registration statement 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 a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation, as amended and Bylaws
provides that the Registrant shall indemnify to the fullest extent permitted
by Section 145 of the Delaware General Corporation Law ("DGCL"), as it now
exists or as amended, all directors and officers pursuant thereto. The
Registrant's Certificate of Incorporation and Bylaws also authorize the
Registrant to indemnify it's employees and other agents, at its option, to
the fullest extent permitted by Section 145 of the DGCL, as it now exists or
as amended.
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The Registrant has entered into agreements to indemnify its directors
and officers in addition to indemnification provided for in the Registrant's
charter documents. These agreements, among other things, provide for the
indemnification of the Registrant's directors and officers for certain
expenses including attorneys fees, judgements, ERISA excise taxes and
penalties, 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 service as a director or officer of
the Registrant, any subsidiary of the Registrant or any other company or
enterprise to which such person provides services at the request of the
Registrant to the fullest extent permitted by applicable law.
The Registrant`s Certificate of Incorporation provides for the
elimination of personal liability of a director for breach of fiduciary duty,
as permitted by Section 102(b)(7) of the DGCL. Section 102(b)(7) of the DGCL
permits a corporation to provide in it's certificate of incorporation that a
director 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 (a) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(c) under Section 174 of the DGCL, or (d) for any transaction from which the
director derived an improper personal benefit.
It is the Registrant's intention that its Bylaws provide indemnification
in excess of that expressly permitted by Section 145 of the DGCL, as
authorized by the Corporation's Certificate of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Copy of Faroudja, Inc.'s 1995 Stock Option Plan.
4.2 Copy of Faroudja's 1997 Performance Stock Option Plan.
4.3 Copy of Faroudja's 1997 Non-Employee Directors Stock Option
Plan .
4.4 Copy of Agreement dated October 6, 1998 providing for
issuance of options to Glenn W. Marschel, Jr.
5.1 Opinion of Morrison & Foerster LLP as to the legality of the
shares of Common Stock which were previously filed as an
exhibit to the Registrant's Amendment No. 1 to the
registration statement on FormS-4 (No.333-34812)
(incorporated by reference to Exhibit 5.1 of such
registration statement on Form S-4).
</TABLE>
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<TABLE>
<S> <C>
23.1 Consent of Morrison & Foerster LLP included in the Opinion of
Morrison & Foerster LLP previously filed as an exhibit to
the Registrant's Amendment No. 1 to the registration
statement on Form S-4 (No. 333-34812)(incorporated by
reference to Exhibit 5.1 of such registration statement on
Form S-4).
23.2 Consent of PricewaterhouseCoopers L.L.P., Independent
Accountants.
24.1 Power of Attorney (as filed on Page II-1 of the Registrant's
Amendment No. 1 to the registration statement on Form S-4
(No. 333-34812) (incorporated by reference to Page II-1 of
such registration statement of Form S-4).
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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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) 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.
PROVIDED, HOWEVER, that paragraphs(a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section13 or Section 15(d) of the Exchange Act that are
incorporated by reference 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 herein, 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.
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(b) 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 (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 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 provisions contained in the
Certificate of Incorporation and Bylaws of the Registrant, the DGCL, 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 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 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, as amended,
Sage, Inc. certifies that it has reasonable grounds to believe that it meets
all 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 San Francisco, State of California,
on June 23, 2000.
SAGE, INC.
By: /s/ Chandrashekar M. Reddy
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Chandrashekar M. Reddy
President, Chief Executive Officer
and Director
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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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Chandrashekar M. Reddy President, Chief Executive Officer June 23, 2000
-------------------------- and Director (PRINCIPAL EXECUTIVE
Chandrashekar M. Reddy OFFICER)
/s/ Simon P. Westbrook
-------------------------- Vice President, Finance and Chief June 23, 2000
Simon P. Westbrook Financial Officer (PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER)
*
-------------------------- Director June 23, 2000
Michael A. Gumport
*
--------------------------
Damodar Reddy Director June 23, 2000
*
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Kenneth Thai Director June 23, 2000
/s/ Simon P. Westbrook
--------------------------
Simon P. Westbrook
Attorney-in-fact
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