<PAGE>
As filed with the Securities and Exchange Commission on August 1, 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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Alteon Websystems, Inc.
(Exact name of registrant as specified in its charter)
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Delaware 77-0429769
(State of Incorporation) 50 Great Oaks Boulevard (I.R.S. Employer
San Jose, California 95119 Identification No.)
(408) 360-5500
(Address, including zip code, of principal executive offices)
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2000 Equity Incentive Plan
1999 Equity Incentive Plan
1999 Employee Stock Purchase Plan
2000 Nonstatutory Equity Incentive Plan
(Full titles of the plans)
---------------------------------
Dominic P. Orr
Chairman of the Board, Chief
Executive Officer and President
Alteon Websystems, Inc.
50 Great Oaks Boulevard
San Jose, California 95119
(408) 360-5500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Eric C. Jensen, Esq.
Cooley Godward LLP
5 Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to Be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock (par value
$0.001) 7,522,682 $51.91-$127.88 $808,485,053.81 $213,440.05
====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Act. The offering price
per share and aggregate offering price are based upon the (a) weighted
average exercise price for shares subject to outstanding options under the
assumed plan and (b) the average of the high and low prices of the
Company's common stock on July 28, 2000 as registered on the Nasdaq
National Market.
The following chart illustrates the calculation of the registration fee:
<TABLE>
<CAPTION>
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Securities Number of Shares Offering Price Per Share Aggregate Offering Price
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<S> <C> <C> <C>
Shares issuable pursuant to 400,155 $ 51.91 $ 20,772,046.05
outstanding options under the 2000
Equity Incentive Plan
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Shares issuable pursuant to the 2000
Equity Incentive Plan 32,445 $ 127.88 $ 4,149,066.60
-------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to the 1999
Equity Incentive Plan 2,575,069 $ 127.88 $ 329,299,823.72
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Shares issuable pursuant to the 1999
Employee Stock Purchase Plan 515,013 $ 127.88 $ 65,859,862.44
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Shares issuable pursuant to
outstanding options under the 2000
Nonstatutory Equity Incentive Plan 2,144,500 $ 70.47 $ 151,122,915.00
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Shares issuable pursuant to the 2000
Nonstatutory Equity Incentive Plan 1,855,500 $ 127.88 $ 237,281,340.00
-------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Offering Price $ 808,485,053.81
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Registration Fee $ 213,440.05
=========================================================================================================================
</TABLE>
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PART II
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Alteon WebSystems, Inc. (the
"Company") with the Securities and Exchange Commission are hereby incorporated
by reference into this Registration Statement:
(a) The Company's latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), on January 26, 2000
(No. 333-93123).
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1999 and March 31, 2000.
(c) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed on September 3, 1999, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 herein and to be a part of this
Registration Statement from the date of the filing of such reports and
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
The validity of the shares offered hereby will be passed upon for the
Company by Cooley Godward LLP, Palo Alto, California. As of the date of this
Registration Statement, certain partners and associates of Cooley Godward LLP
own an aggregate of 3,454 shares of the Company's Common Stock of which 203
shares are owned through investment partnerships.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Delaware law, the Company's amended and restated
certificate of incorporation ("Restated Certificate") provides that its
directors will not be personally liable to the Company or its stockholders for
monetary damages for breach of their fiduciary duty as a director, except for
liability:
. for any breach of their duty of loyalty to the Company or its
stockholders;
. for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law;
. under Section 174 of the Delaware General Corporation Law; or
. for any transaction from which the director derived an improper
personal benefit.
The Company's Restated Certificate further provides that the Company
must indemnify its directors and executive officers and may indemnify its other
officers and employees and agents to the fullest extent permitted by Delaware
law.
1
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In addition, the Company's amended and restated bylaws provide that:
. the Company is required to indemnify its directors and officers to
the fullest extent permitted by Delaware law, subject to limited
exceptions;
. the Company may indemnify other employees and agents to the extent
that it indemnifies its officers and directors, unless otherwise
required by law, the Company's Restated Certificate or agreements;
. the Company is required to advance expenses to its directors and
executive officers as incurred in connection with legal
proceedings against them for which they may be indemnified; and
. the rights conferred in the bylaws are not exclusive.
The Company has entered into indemnification agreements with each of
its directors and some of its officers. These agreements, among other things,
require the Company to indemnify each director and officer for expenses such as
attorney's fees, judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
the Company, arising out of the person's services as the Company's director or
officer, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the Company's request.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number
4.1* Amended and Restated Certificate of Incorporation.
4.2* Bylaws of the Company.
4.3* Specimen Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit
5.1.
24.1 Power of Attorney is contained on the signature pages.
99.1 2000 Equity Incentive Plan and related documents.
99.2* 1999 Equity Incentive Plan and related documents.
99.3* 1999 Employee Stock Purchase Plan and related documents.
99.4 2000 Nonstatutory Equity Incentive Plan and related
documents.
_________________________________
* Incorporated by reference from the Company's Registration Statement on Form
S-1, as amended (No. 333-82605).
2
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UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) 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
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do 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 issuer pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
2. 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 the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. 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.
3
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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 the 31st day of
July, 2000.
ALTEON WEBSYSTEMS, INC.
By /s/ Dominic P. Orr
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Dominic P. Orr
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dominic P. Orr and James G. Burke and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full 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.
4
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Dominic P. Orr Chairman of the Board, Chief July 31, 2000
------------------------------------ Executive Officer and President
Dominic P. Orr (Principal Executive Officer)
/s/ James G. Burke Chief Financial Officer and July 31, 2000
------------------------------------ Secretary (Principal Financial and
James G. Burke Accounting Officer)
/s/ Joe T. Booker Vice President of Operations and July 31, 2000
------------------------------------ Director
Joe T. Booker
/s/ Tench Coxe Director July 31, 2000
------------------------------------
Tench Coxe
Director July __, 2000
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Andrew W. Verhalen
Director July __, 2000
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Adam Grosser
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
4.1* Amended and Restated Certificate of Incorporation.
4.2* Bylaws of the Company.
4.3* Specimen Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney is contained on the signature pages.
99.1 2000 Equity Incentive Plan.
99.2* 1999 Equity Incentive Plan.
99.3* 1999 Employee Stock Purchase Plan
99.4 2000 Nonstatutory Equity Incentive Plan.
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* Incorporated by reference from the Company's Registration Statement on Form
S-1, as amended (No. 333-82605).
