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As filed with the Securities and Exchange Commission on October 5, 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
GADZOOX NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 77-0308899
(State of Incorporation) (I.R.S. Employer Identification Number)
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5850 Hellyer Avenue
San Jose, California 95138
(Address of Principal Executive
Offices)
AMENDED AND RESTATED 1993 STOCK PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
1999 DIRECTOR OPTION PLAN
2000 NONSTATUTORY STOCK OPTION PLAN
(Full title of the plans)
Michael Parides
President and Chief Executive Officer
GADZOOX NETWORKS, INC.
5850 Hellyer Avenue
San Jose, California 95138
(Name and address of agent for service)
(408) 360-4950
(Telephone number, including area code, of agent for service)
Copy to:
Judith M. O'Brien, Esq.
WILSON SONSINI GOODRICH & ROSATI,
PROFESSIONAL CORPORATION
650 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE(5)
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Common Stock authorized for issuance under
the Amended and Restated 1993 Stock Plan 989,792 $ 15.17 (2) $15,015,144.64 $ 3,964.00
Common Stock to be issued under the
Amended and Restated 1993 Stock Plan 1,752,300 $6.2188 (3) $10,897,203.24 $ 2,876.86
Common Stock to be issued under the
1999 Employee Stock Purchase Plan 250,000 $5.2860 (4) $ 1,321,500.00 $ 348.87
Common Stock to be issued under the
1999 Director Option Plan 25,000 $6.2188 (3) $ 155,470.00 $ 41.04
Common Stock authorized for issuance under
2000 Nonstatutory Stock Option Plan 1,721,400 $ 10.08 (2) $17,351,712.00 $ 4,580.85
Common Stock to be issued under the 2000
Nonstatutory Stock Option Plan 578,600 $6.2188 (3) $ 3,598,197.68 $ 949.92
TOTAL: 5,317,092 $48,339,227.56 $12,761.54
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(1) Amount of securities to be registered computed in accordance with Rule
457(h) of the Securities Act of 1933, as amended, as the maximum number
of the Registrant's Common Stock issuable under the plans covered by this
registration statement.
(2) Estimated in accordance with Rule 457(h) promulgated under the Securities
Act of 1933, as amended, solely for the purpose of calculating the
registration fee based on the weighted average exercise price per share
covering authorized but unissued shares.
(3) Estimated in accordance with Rule 457(c) of the Securities Act solely for
the purpose of calculating the registration fee based on the average of
the high and low prices per share of the Common Stock as reported on the
Nasdaq National Market on October 3, 2000.
(4) Estimated in accordance with Rule 457(c) of the Securities Act solely for
the purpose of calculating the registration fee based on 85% of the
average of the high and low prices per share of the Common Stock as
reported on the Nasdaq National Market on October 3, 2000.
(5) Amount of registration fee was calculated pursuant to Section 6(b) of the
Securities Act which provides that the fee shall be $264 per $1,000,000
of the proposed maximum aggregate offering price of the securities
proposed to be registered.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed by Gadzoox
Networks, Inc. ("Registrant") with the Securities and Exchange Commission are
hereby incorporated by reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 2000 filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
2. The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A dated June 29, 1999, filed pursuant to
Section 12(g) of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
3. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2000 filed pursuant to the Exchange Act.
4. The Registrant's Report on Form 8-K filed August 7, 2000 and
Registrant's Report on Form 8-K filed September 8, 2000.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement and 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 in this Registration Statement and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of the date of this prospectus, certain members of Wilson Sonsini
Goodrich & Rosati, Professional Corporation, own or beneficially own shares of
the Registrant's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Article Eighth of the Registrant's restated certificate of incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law.
Article VI of the Registrant's bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the Registrant if such
person acted in good faith and in a manner reasonably believed to be in and not
opposed to the best interest of the Registrant, and, with respect to any
criminal action or proceeding, the indemnified party had no reason to believe
his or her conduct was unlawful.
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In addition to indemnification provided for in the Registrant's
certificate of incorporation and bylaws, the Registrant has entered into
indemnification agreements with its directors, executive officers and
controller. The Registrant intends to enter into indemnification agreements with
any new directors and executive officers in the future.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
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4.1* Amended and Restated 1993 Stock Plan and form of agreements
thereunder.
4.2** 1999 Employee Stock Purchase Plan and form of agreements
thereunder.
4.3*** 1999 Director Option Plan and form of agreements thereunder.
4.4 2000 Nonstatutory Stock Option Plan and form of agreements
thereunder.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, counsel to the Registrant.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, counsel to the Registrant (contained in Exhibit
5.1).
24.1 Power of Attorney (see page II-4 and II-5).
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* Incorporated by reference to Exhibit 4.1 of the Registration Statement on
Form S-8 dated January 11, 2000, Commission File 333-94377.
** Incorporated by reference to Exhibit 4.2 of the Registration Statement on
Form S-8 dated January 11, 2000, Commission File 333-94377.
*** Incorporated by reference to Exhibit 4.3 of the Registration Statement on
Form S-8 dated January 11, 2000, Commission File 333-94377.
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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 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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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.
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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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 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 San Jose, State of California, on October 4,
2000.
GADZOOX NETWORKS, INC.
By: /s/ Michael Parides
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Michael Parides,
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael Parides and Susan Kofnovec and
each of them acting individually, as his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution, to sign and
execute on behalf of the undersigned any and all amendments (including
post-effective amendments) to this Registration Statement, any registration
statement for the same offering covered by this Registration Statement that is
to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended, and all post-effective amendments thereto,
and to file the same, with all exhibits thereto and all 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
and about the foregoing, as fully to all intents and purposes as the undersigned
might or could do in person, and each of the undersigned does hereby ratify and
confirm all that such attorneys-in-fact and agents or any of them, or any
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
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/s/ Michael Parides President, Chief Executive Officer and Director October 4, 2000
-------------------------------- (Principal Executive Officer)
Michael Parides
/s/ Susan Kofnovec Corporate Controller October 4, 2000
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Susan Kofnovec
/s/ Milton Chang Director October 4, 2000
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Milton Chang
/s/ Denny R.S. Ko Director October 4, 2000
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Denny R.S. Ko
/s/ Peter Morris Director October 4, 2000
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Peter Morris
/s/ Stephen J. Luczo Director October 4, 2000
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Stephen J. Luczo
/s/ Robert Kuhling Director October 4, 2000
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Robert Kuhling
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1* Amended and Restated 1993 Stock Plan and form of agreements
thereunder.
4.2** 1999 Employee Stock Purchase Plan and form of agreements
thereunder.
4.3*** 1999 Director Option Plan and form of agreements thereunder.
4.4 2000 Nonstatutory Stock Option Plan and form of agreements
thereunder.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, counsel to the Registrant.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, counsel to the Registrant (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4 and II-5).
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* Incorporated by reference to Exhibit 4.1 of the Registration Statement on
Form S-8 dated January 11, 2000, Commission File 333-94377.
** Incorporated by reference to Exhibit 4.2 of the Registration Statement on
Form S-8 dated January 11, 2000, Commission File 333-94377.
*** Incorporated by reference to Exhibit 4.3 of the Registration Statement on
Form S-8 dated January 11, 2000, Commission File 333-94377.
