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As filed with the Securities and Exchange Commission on August 2, 2000
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
(Exact name of registrant as specified in its charter)
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Delaware 77-0433687
(State of Incorporation) (I.R.S. Employer Identification No.)
700 Chesapeake Drive
Redwood City, CA 94063
(650) 306-7511
(Address of principal executive offices)
1999 Non-Employee Director's Stock Option Plan
1999 Amended and Restated Equity Incentive Plan
_________________
(Full title of plan)
Jerry Shaw-Yau Chang
Chief Executive Officer
700 Chesapeake Drive
Redwood City, CA 94063
(650) 306-7511
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
Copies to:
Deborah J. Ludewig, Esq.
Cooley Godward llp
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000
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This Registration Statement will become effective immediately upon filing with
the Securities and Exchange Commission. Sales of the registered securities will
begin as soon as reasonably practicable after the effective date of this
Registration Statement.
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Registered (2) Price Per Share (1) Offering Price (1) Registration Fee
<S> <C> <C> <C> <C>
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Stock Options and
Common Stock
(par value $.001) 2,200,000 shares $45.06(1) $99,132,000 $26,171
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</TABLE>
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended. The offering price per share and aggregate offering price are
based on the average of the high and low prices of registrant's Common
Stock on July 31, 2000 as reported on the Nasdaq National Market.
(2) This Registration Statement shall cover any additional shares of Common
Stock which become issuable under the Plan 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.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 2,000,000 shares of the Registrant's Common Stock to
be issued pursuant to the Registrant's 1999 Amended and Restated Equity
Incentive Plan, as amended, and an additional 200,000 shares of the Registrant's
Common Stock to be issued pursuant to the Registrant's 1999 Non-Employee
Director's Stock Option Plan, as amended.
INCORPORATION BY REFERENCE
The contents of Registration Statement on Form S-8 No. 333-36412 filed with
the Securities and Exchange Commission on May 5, 2000 are incorporated by
reference herein.
The contents of Registration Statement on Form S-8 No. 333-89139 filed with
the Securities and Exchange Commission on October 15, 1999 are incorporated by
reference herein.
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 own an
aggregate of 3,125 shares of the registrant's Common Stock.
EXHIBITS
Exhibit
Number
4.1* Amended and Restated Certificate of Incorporation of the registrant.
4.3** Bylaws of the registrant
4.4** Form of Common Stock Certificate
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 1999 Amended and Restated Equity Incentive Plan, as amended
99.2 1999 Non-Employee Director's Stock Option Plan, as amended.
_____________
* Incorporated by reference from the registrant's Annual Report on Form 10-K
(file No. 000-26441) filed with the Securities and Exchange Commission on
March 28, 2000.
** Incorporated by reference from the registrant's Registration Statement on
Form S-1, as amended (file No. 333-76051), initially filed with the
Securities and Exchange Commission on April 9, 1999.
1.
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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 1,
2000.
Clarent Corporation
By: /s/ Jerry Shaw-Yau Chang
---------------------------------------
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 1, 2000
----------------------------------------------- and Director (Principal Executive
Jerry Shaw-Yau Chang Officer)
/s/ Richard J. Heaps Chief Operating Officer and Chief August 1, 2000
----------------------------------------------- Financial Officer
Richard J. Heaps (Principal Financial Officer and
Accounting Officer)
/s/ Michael F. Vargo Chief Technology Officer and Director August 1, 2000
-----------------------------------------------
Michael F. Vargo
/s/ Wen Chang Ko Director August 1, 2000
-----------------------------------------------
Wen Chang Ko
/s/ William R. Pape Director August 1, 2000
-----------------------------------------------
William R. Pape
</TABLE>
2.
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EXHIBIT INDEX
Exhibit
Number Description
4.1* Amended and Restated Certificate of Incorporation of the registrant.
4.3** Bylaws of the registrant
4.4** Form of Common Stock Certificate
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 1999 Amended and Restated Equity Incentive Plan, as amended.
99.2 1999 Non-Employee Director's Stock Option Plan, as amended.
_____________
* Incorporated by reference from the registrant's Annual Report on Form 10-K
(file No. 000-26441) filed with the Securities and Exchange Commission on
March 28, 2000.
** Incorporated by reference from the registrant's Registration Statement on
Form S-1, as amended (file No. 333-76051), initially filed with the
Securities and Exchange Commission on April 9, 1999.
3.
