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As filed with the Securities and Exchange Commission on March 15, 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
REDBACK NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 3576 77-0438443
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
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1389 MOFFET PARK DRIVE
SUNNYVALE, CALIFORNIA 94089
(Address of principal executive offices) (Zip Code)
REDBACK NETWORKS, INC.
1999 STOCK INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
1999 DIRECTORS' OPTION PLAN
SIARA SYSTEMS, INC. 1998 EQUITY INCENTIVE PLAN
(Full title of the Plans)
DENNIS L. BARSEMA
CHIEF EXECUTIVE OFFICER
REDBACK NETWORKS, INC.
1389 MOFFET PARK DRIVE
SUNNYVALE, CALIFORNIA 94089
(Name and address of agent for service)
(408) 548-3500
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE
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1999 STOCK INCENTIVE PLAN
Options to Purchase Common Stock 5,194,846 N/A N/A N/A
Common Stock, $0.0001 par value 5,194,846 shares $357.50(3) $1,857,157,445(3) $490,289.57
1999 EMPLOYEE STOCK PURCHASE PLAN
Rights to purchase Common Stock 1,000,000 N/A N/A N/A
Common Stock, $0.0001 par value 1,000,000 share $357.50(3) $ 357,500,000(3) $ 94,380.00
1999 DIRECTORS' OPTION PLAN
Options to purchase Common Stock 550,000 N/A N/A N/A
Common Stock, $0.0001 par value 550,000 shares $357.50(3) $196,625,000(3) $ 51,909.00
SIARA SYSTEMS, INC. 1998 EQUITY
INCENTIVE PLAN
Options to Purchase Common Stock 2,425,000 N/A N/A N/A
Common Stock, $0.0001 par value 2,425,000 share $0.86(2) $ 2,085,500(2) $ 550.57
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1999 Stock Incentive Plan, the
1999 Employee Stock Purchase Plan, the 1999 Directors' Option Plan and the
Siara Systems, Inc. 1998 Equity Incentive Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of Common Stock of Redback
Networks, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the outstanding options.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low price per share of Common Stock of Redback Networks, Inc. as
reported on the Nasdaq National Market on March 9, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Redback Networks, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) The Registrant's Registration Statement No. 0-25853 on Form 8-A filed
with the SEC on April 22, 1999, pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), in which
there is described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby 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 in a
document incorporated or deemed to be 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 subsequently filed
document which also 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. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "1933 Act"). The Registrant's Bylaws provide for mandatory
indemnification of its directors and officers and permissible indemnification of
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with each of its directors and officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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4 Instrument Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement No. 0-25853 on Form 8-A,
which is incorporated herein by reference pursuant to Item 3(p)
of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Independent Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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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 1933 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 and (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 clauses (1)(i) and (1)(ii) shall
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 Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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 and (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 Registrant's 1999
Stock Incentive Plan, the 1999 Employee Stock Purchase Plan, the 1999 Directors'
Option Plan and the Siara Systems, Inc. 1998 Equity Incentive Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 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, 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 Sunnyvale, State of California on this 15th
day of March, 2000.
REDBACK NETWORKS, INC.
By: /s/ Dennis L. Barsema
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Dennis L. Barsema
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Redback Networks, Inc., a
Delaware corporation, do hereby constitute and appoint Dennis L. Barsema and
Craig M. Gentner, and either of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and either of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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Signature Title Date
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/s/ Dennis L. Barsema Chief Executive Officer March 15, 2000
- -------------------------------- and Director (Principal Executive
Dennis L. Barsema Officer)
/s/ Craig M. Gentner Senior Vice President of Finance, March 15, 2000
- -------------------------------- Chief Financial Officer and
Craig M. Gentner Corporate Secretary
/s/ James R. Flach Director March 14, 2000
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James R. Flach
Director
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Promod Haque
Director
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Vinod Khosla
/s/ William Kurtz Director March 14, 2000
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William Kurtz
/s/ Pierre R. Lamond Director March 14, 2000
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Pierre R. Lamond
/s/ Vivek Ragavan President, Chief Operating March 14, 2000
- -------------------------------- Officer and Director
Vivek Ragavan
/s/ Daniel J. Warmenhoven Director March 14, 2000
- --------------------------------
Daniel J. Warmenhoven
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
REDBACK NETWORKS, INC.
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EXHIBIT INDEX
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Exhibit Number Exhibit
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4 Instrument Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement No. 0-25853 on Form 8-A,
which is incorporated herein by reference pursuant to Item 3(p)
of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Independent Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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Exhibit 5
March 15, 2000
Redback Networks, Inc.
1389 Moffet Park Drive
Sunnyvale, CA 94304
Re: Redback Networks, Inc. ("the Company") Registration Statement
for Offering of Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of (i) 5,194,846 shares of Common
Stock available for issuance under the Company's 1999 Stock Incentive Plan, (ii)
1,000,000 shares of Common Stock under the 1999 Employee Stock Purchase Plan,
(iii) 550,000 shares of Common Stock under the 1999 Directors' Option Plan and
(iv) 2,425,000 shares of Common Stock under the Siara Systems, Inc. 1998 Equity
Incentive Plan. We advise you that, in our opinion, when such shares have been
issued and sold pursuant to the applicable provisions of the applicable plan,
and in accordance with the Registration Statement, such shares will be validly
issued, fully paid and nonassessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
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Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 18, 2000 relating to the
financial statements of Redback Networks Inc., which appears in Redback Networks
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
San Jose, California
March 10, 2000
