<PAGE>
As filed with the Securities and Exchange Commission on August 25, 2000
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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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Clarent Corporation
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(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 77-0433687
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(State of Incorporation) (I.R.S. Employer Identification No.)
</TABLE>
700 Chesapeake Drive
Redwood City, CA 94063
(650) 306-7511
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(Address of principal executive offices)
ACT Networks 1987 Stock Option Plan
ACT Networks 1993 Stock Option Plan
ACT Networks 1995 Stock Option/Stock Issuance Plan
ACT Networks 1997 Stock Incentive Plan
ACT Networks 1997 Non-Executive Officer Stock Option/Stock Issuance Plan
Certain Other Non-Plan Option Grants
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(Full title of the plans)
Jerry Shaw-Yau Chang
Chief Executive Officer
700 Chesapeake Drive
Redwood City, CA 94063
(650) 306-7511
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
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Deborah J. Ludewig, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(650) 843-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
to be Registered Amount to be Registered (2) Price per Share (1) Offering Price (1) Registration Fee
=======================================================================================================================
<S> <C> <C> <C> <C>
Stock Options and Common Stock, 1,235,795 shares $1.67 - $65.51 $28,583,542 $7,546
par value $.001 per share
=======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"). The offering price per share and aggregate
offering price are based on: (a) the weighted average exercise price of $23.04
for shares subject to outstanding options granted under the ACT stock option
plans or outstanding non-plan options; or (b) the average of the high and low
prices of Registrant's Common Stock on August 21, 2000 as reported on the
Nasdaq National Market. The following chart illustrates the calculation of the
registration fee:
<TABLE>
<CAPTION>
Title of Securities to be Registered Number of Shares Offering Price Per Shares Aggregate Offering Price
==================================================================================================================
<S> <C> <C> <C>
Shares issuable pursuant to outstanding 1,231,039 $1.67 - $65.51 (a) $28,365,337
options under the ACT stock option plans
or outstanding non-plan options (collec-
tively, The "Plans")
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Common Stock reserved for future issuance 4,756 $ 45.88 (b) $ 218,205
under the Plans
==================================================================================================================
</TABLE>
(2) This Registration Statement shall cover any additional shares of Common
Stock which become issuable under the Plans set forth herein by reason of any
stock dividend, stock split, recapitalization or any other similar transaction
without receipt of consideration which results in an increase in the number of
shares of the Registrant's outstanding Common Stock.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Clarent Corporation (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference into this Registration Statement:
(a) The Registrant's latest annual report on Form 10-K filed with the
Commission on March 28, 2000 for the fiscal year ending December 31, 1999;
(b) The Registrant's quarterly reports on Form 10-Q for the quarters ended
March 31, 2000 filed with the Commission on May 15, 2000 (as amended by Form 10-
Q/A filed with the Commission on June 1, 2000) and June 30, 2000 filed with the
Commission on August 14, 2000;
(c) The Registrant's Current Report in Form 8-K dated August 10, 2000
filed with the Commission on August 10, 2000;
(d) The description of the Registrant's Common Stock which is contained in
its registration statement on Form 8-A filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") with the Commission on June 18, 1999.
All reports and other 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 herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby will be passed
upon for the Registrant by Cooley Godward LLP, Palo Alto, California. As of the
date of this registration statement, certain attorneys of Cooley Godward LLP own
an aggregate of 3,255 shares of the Registrant's Common Stock.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law (the "DGCL") the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act. The Registrant's Bylaws require the Registrant to indemnify its
directors and executive officers to the fullest extent not prohibited by
applicable law, provided that the Bylaws allow the Registrant to modify its
indemnification obligation by individual contracts with its directors and
executive officers and the Registrant is not required to indemnify directors and
executive officers in connection with proceedings initiated by such persons
unless certain conditions are met. The Registrant's Bylaws permit the Registrant
to indemnify its other officers, employees and other agents to the extent
allowed by applicable law. The Bylaws also require the Registrant to advance
litigation expenses to indemnified individuals upon receipt of an undertaking
by the indemnified party to repay such advances if it is ultimately determined
that the indemnified party is not entitled to indemnification. The Bylaws allow
the Registrant not to advance expenses if it is determined that the potential
indemnified party acted in bad faith or in a manner opposed to the best
interests of the Registrant.
The Registrant's Amended and Restated Certificate of Incorporation, as
amended, provides that directors of the Registrant shall not be personally
liable to the Registrant or its stockholders for monetary damages for any breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
<PAGE>
The Registrant has entered into indemnity agreements with each of its
directors and executive officers. Such indemnity agreements contain provisions
which are in some respects broader than the specific indemnification provisions
contained in the DGCL.
EXHIBITS
Exhibit
Number
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP (Included in Exhibit 5.1)
24.1 Power of Attorney (See signature page)
99.1 ACT Networks 1987 Stock Option Plan
99.2 ACT Networks 1993 Stock Option Plan
99.3 ACT Networks 1995 Stock Option/Stock Issuance Plan
99.4 ACT Networks 1997 Stock Incentive Plan
99.5 ACT Networks 1997 Non-Executive Officer Stock Option/Stock Issuance Plan
99.6 Forms of Stock Option Agreement, Written Compensation Agreement and
Addendum to Stock Option Agreement for certain non-plan stock option
grants by ACT Networks to Messrs. Sadr and Weisman
99.7 Form of Stock Option Agreement for a certain non-plan stock option grant
by ACT Networks to Mr. Uribe
<PAGE>
UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) 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 hereof) 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 a 20% 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)(i) and (a)(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 issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) 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.
(c) 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.
2. 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. 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, 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 Redwood City, State of California, on August 25,
2000.
Clarent Corporation
By: /s/ Jerry Shaw-Yau Chang
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Jerry Shaw-Yau Chang
Chief Executive Officer, President and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jerry Shaw-Yau Chang and Richard J.
Heaps, and each of them, his true and lawful attorney-in-fact, each with the
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Jerry Shaw-Yau Chang Chief Executive Officer, President August 25, 2000
---------------------------- and Director (Principal Executive
Jerry Shaw-Yau Chang Officer)
/s/ Richard J. Heaps Chief Operating Officer and Chief August 25, 2000
---------------------------- Financial Officer
Richard J. Heaps (Principal Financial Officer and
Accounting Officer)
/s/ Michael F. Vargo Chief Technology Officer and Director August 25, 2000
----------------------------
Michael F. Vargo
/s/ Wen Chang Ko Director August 25, 2000
----------------------------
Wen Chang Ko
/s/ William R. Pape Director August 25, 2000
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William R. Pape
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP (Included in Exhibit 5.1)
24.1 Power of Attorney (See signature page)
99.1 ACT Networks 1987 Stock Option Plan
99.2 ACT Networks 1993 Stock Option Plan
99.3 ACT Networks 1995 Stock Option/Stock Issuance Plan
99.4 ACT Networks 1997 Stock Incentive Plan
99.5 ACT Networks 1997 Non-Executive Officer Stock Option/Stock Issuance Plan
99.6 Forms of Stock Option Agreement, Written Compensation Agreement and
Addendum to Stock Option Agreement for certain non-plan stock option
grants by ACT Networks to Messrs. Sadr and Weisman
99.7 Form of Stock Option Agreement for a certain non-plan stock option grant
by ACT Networks to Mr. Uribe
