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As filed with the Securities and Exchange Commission
on October 13, 2000
Registration No. 333-_____
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)
Delaware | 3576 | 77-0438443 |
(State or other jurisdiction of | (Primary Standard Industrial | (IRS Employer |
incorporation or organization) | Classification Code Number) | Identification No.) |
1195 Borregas Avenue | ||
Sunnyvale, California 94089 | ||
(Address of principal executive offices) (Zip Code) |
REDBACK NETWORKS
INC.
Abatis Key Employee Stock Option Plan
(Full title of the Plan)
Vivek Ragavan
Chief Executive
Officer
Redback Networks Inc.
1195 Borregas Avenue
Sunnyvale,
California 94089
(Name and address of agent for
service)
(408) 548-3500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum | Proposed Maximum | ||||||||||||
Amount to be | Offering Price per | Aggregate Offering | Amount of | ||||||||||
Title of Securities to be Registered | Registered(1) | Share | Price | Registration Fee | |||||||||
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Abatis Key Employee Stock Option Plan | |||||||||||||
Rights to purchase Common Stock | 1,162,188 | N/A | N/A | N/A | |||||||||
Common Stock, $0.0001 par value | 1,162,188 shares | $ | 3.54 | (2) | $ | 4,114,145.52 | (2) | $ | 1087 | ||||
(1) |
This Registration Statement shall also cover
any additional shares of Common Stock which become issuable under the
Abatis Key Employee Stock Option 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. |
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 Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1999; | |
(b) |
The Registrants Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2000 and June 30, 2000; | |
(c) |
The Registrants Current Reports on Forms 8-K filed with the SEC on March 20, 2000, March 21, 2000, July 20, 2000 and August 2, 2000; and | |
(d) |
The Registrants 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 Registrants 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 corporations 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 Registrants 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.
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Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number | Exhibit | |
4 | Instrument Defining Rights of Stockholders. Reference is made to Registrants | |
Registration Statement No. 0-25853 on Form 8-A, which is incorporated herein by | ||
reference pursuant to Item 3(d) 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. | |
99.1 | Abatis Key Employee 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 (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 Registrants Abatis Key Employee Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrants 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
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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 12th day of October, 2000.
REDBACK NETWORKS INC. | ||
By: /s/ VIVEK RAGAVAN | ||
| ||
Vivek Ragavan | ||
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 Vivek Ragavan 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.
Signature | Title | Date |
/s/ VIVEK RAGAVAN | October 12, 2000 | |
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Chief Executive Officer, President and Director | |
Vivek Ragavan | (Principal Executive Officer) | |
/s/ CRAIG M. GENTNER | October 12, 2000 | |
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Senior Vice President of Finance, Chief Financial | |
Craig M. Gentner | Officer and Corporate Secretary |
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Signature | Title | Date |
/s/ PIERRE R. LAMOND | October 12, 2000 | |
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Pierre R. Lamond | Director, Chairman of the Board | |
/s/ DENNIS BARSEMA | October 12, 2000 | |
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Dennis Barsema | Vice Chairman of the Board | |
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James R. Flach | Director | |
/s/ PROMOD HAQUE | October 12, 2000 | |
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Promod Haque | Director | |
/s/ VINOD KHOSLA | October 12, 2000 | |
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Vinod Khosla | Director | |
/s/ WILLIAM H. KURTZ | October 12, 2000 | |
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William H. Kurtz | Director | |
/s/ DANIEL J. WARMENHOVEN | October 12, 2000 | |
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Daniel J. Warmenhoven | Director | |
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EXHIBIT INDEX
Exhibit Number | Exhibit | |
4 | Instrument Defining Rights of Stockholders. Reference is made to Registrants | |
Registration Statement No. 25853 on Form 8-A, which is incorporated herein by reference | ||
pursuant to Item 3(b) 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. | |
99.1 | Abatis Key Employee Stock Option Plan | |
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