<PAGE>
As filed with the Securities and Exchange Commission on September 20, 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
____________
VIADOR INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3234636
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2000 Charleston Rd. Suite 1000
Mountain View, California 94043
(Address of principal executive offices) (Zip Code)
____________
1999 STOCK INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
____________
Stan X. Wang
President and Chief Executive Officer
Viador Inc.
2000 Charleston Rd. Suite 1000
Mountain View, California 94043
(Name and address of agent for service)
(650) 645-2000
(Telephone number, including area code, of agent for service)
____________
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Amount to be Maximum Offering Maximum Aggregate Amount of
Title of Securities to be Registered Registered(1) Price per Share(2) Offering Price(2) Registration Fee
-------------------------------------- ----------------- --------------------- ------------------- --------------------
<S> <C> <C> <C> <C>
1999 Stock Incentive Plan
-------------------------
Common Stock, $0.001 par value 827,962 shares $9.5469 $ 7,904,470.42 $2,086.78
1999 Employee Stock Purchase Plan
---------------------------------
Common Stock, $0.001 par value 331,185 shares $9.5469 $ 3,161,790.08 $834.71
--------------
1,159,147 shares $11,066,260.50
================
Aggregate Registration Fee $2,921.49
====================
</TABLE>
================================================================================
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1999 Stock Incentive Plan or
1999 Employee Stock Purchase Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of the outstanding shares of Registrant's Common Stock.
(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 average of the
high and low selling prices per share of Registrant's Common Stock on
September 18, 2000, as reported by the Nasdaq National Market.
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
---------------------------------------
Viador 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 Registration Statement on Form 8-A12G filed with
the SEC on October 20, 1999, in which are described the terms,
rights and provisions applicable to the Registrant's outstanding
Common Stock.
(b) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, filed with the SEC on March 30, 2000,
together with the amendment thereto on Form 10-K/A filed with the
SEC on May 1, 2000, pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act")
(c) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000 and June 30, 2000 filed with the
SEC on May 15, 2000 and August 14, 2000, respectively; and
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 de-registers 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 some circumstances for liabilities, including
reimbursement for expenses incurred, arising under the 1933 Act. To the extent
that indemnification for liabilities arising under the 1933 Act may be permitted
to directors, officers and controlling persons of the Registrant under the
foregoing provisions, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission that indemnification is against public policy
as expressed in the 1933 Act and is, therefore, unenforceable. Article VII,
Section 6, of the Registrant's bylaws provides for mandatory indemnification of
its directors to the maximum extent permitted by the Delaware General
Corporation Law and permissible indemnification of officers and employees. The
Registrant's amended and restated certificate of incorporation provides that,
under Delaware law, the Registrant's directors shall
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<PAGE>
not be liable for monetary damages for breach of their fiduciary duty as
directors to the Registrant or its stockholders. This provision in the
certificate of incorporation does not eliminate the director's fiduciary duty,
and in appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant for acts or omissions involving
intentional misconduct or knowing violations of law, for actions leading to
improper personal benefit to the director, and for payment of dividends or
approval of stock repurchases or redemptions that are unlawful under Delaware
law. The provision also does not affect a director's responsibilities under any
other law, such as the federal securities laws or state or federal environmental
laws. The Registrant expects to enter into indemnification agreements with its
officers and directors. The indemnification agreements will provide the
Registrant's officers and directors with indemnification to the maximum extent
permitted by the Delaware General Corporation Law. The Registrant maintains
directors and officers liability insurance.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
Exhibit Number Exhibit
-------------- -------
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-27741 on
Form 8-A12G, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(d) to this
Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
99.1 1999 Stock Incentive Plan.
99.2 1999 Employee Stock Purchase 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 clauses 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 and 1999 Employee Stock Purchase 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.
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<PAGE>
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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<PAGE>
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 Mountain View, State of California on
this 20th day of September, 2000.
VIADOR INC.
By: /s/ Stan X. Wang
----------------------------------------
Stan X. Wang
President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Viador Inc., a
Delaware corporation, do hereby constitute and appoint Stan X. Wang and Raja H.
Venkatesh and each 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 any 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 each
of the undersigned hereby ratifies and confirms that all said attorneys and
agents, or any 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.
<TABLE>
<CAPTION>
Signature Title Date
--------------------------------- --------------------------------------- ------------------
<S> <C> <C>
/s/ Stan X. Wang Chief Executive Officer, President and September 20, 2000
---------------------------------
Stan X. Wang Chairman of the Board (Principal
Executive Officer)
/s/ Raja H. Venkatesh Chief Financial Officer (Principal September 20, 2000
---------------------------------
Raja H. Venkatesh Financial and Accounting Officer)
/s/ Teddy Kiang Director September 20, 2000
---------------------------------
Teddy Kiang
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------------------------------- --------------------------------------- ------------------
<S> <C> <C>
/s/ Dawn G. Lepore Director September 20, 2000
---------------------------------
Dawn G. Lepore
/s/ Chong Sup Park Director September 20, 2000
---------------------------------
Chong Sup Park
/s/ Virginia M. Turezyn Director September 20, 2000
---------------------------------
Virginia M. Turezyn
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit
-------------- -------
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-27741 on
Form 8-A12G, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(d) to this
Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
99.1 1999 Stock Incentive Plan.
99.2 1999 Employee Stock Purchase Plan.
