<PAGE>
As filed with the Securities and Exchange Commission on July 18, 2000
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_____________
Foundry Networks, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 77-0431154
(State of incorporation) (I.R.S. Employer Identification No.)
2100 Gold Street
P.O. Box 649100
San Jose, CA 95164-9100
(Address of principal executive offices)
___________________
1996 Stock Plan
(Full title of the Plans)
___________________
Bobby R. Johnson, Jr.
President and Chief Executive Officer
Foundry Networks, Inc.
2100 Gold Street
P.O. Box 649100
San Jose, CA 95164-9100
(408) 586-1700
(Name, address and telephone number, including area code, of agent for service)
___________________
Copy to:
Joshua L. Green
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Maximum Amount Maximum Proposed
to be Registered(1) Offering Maximum Amount of
Price Per Aggregate Registration
Title of Securities to be Registered Share Offering Price Fee
------------------------------------------- ----------------------- --------------- -------------------- ---------------
<S> <C> <C> <C> <C>
1996 Stock Plan
Common Stock,
$0.0001 par value...................... 3,410,136 Shares $ 77.53 (2) $ 264,387,844 $ 69,798
Common Stock,
$0.0001 par value...................... 10,015,547 Shares $118.94 (3) $1,191,249,160 $314,490
</TABLE>
___________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1996 Stock Plan being
registered pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the Registrant's outstanding shares of Common Stock. This
Registration Statement covers an immediate increase of 8,425,683 shares in
the 1996 Stock Plan and an annual increase in the 1996 Stock Plan of
5,000,000 shares on the first day of fiscal year 2001.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933 as
amended (the "Securities Act") solely for the purposes of calculating the
registration fee. The computation is based on the weighted average per
share exercise price (rounded to the nearest cent) of outstanding options
under the 1996 Stock Plan, the shares issuable under which are registered
hereby, which were not previously registered pursuant to Registrant's
Registration Statement on Form S-8, filed with the Securities and Exchange
Commission on October 12, 1999 (File No. 333-88817).
(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. The computation
with respect to unissued options is based upon the average of the high and
low sale prices of the Common Stock as reported on the Nasdaq National
Market on July 12, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (File No. 000-26689).
(b) The Registrant's Amendment to the Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1999 (File No. 000-26689).
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 (File No. 000-26689).
(d) The Registrant's Registration Statement on Form S-8 (File No.
333-88817).
(e) The Registrant's Definitive Proxy Statement, filed June 28, 2000
(File No. 000-26689) in connection with Registrant's June 20, 2000 Annual
Meeting of Stockholders.
All documents subsequently filed by the Registrant 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 in this Registration Statement and to be
part hereof from the date of filing such documents.
Item 4. Description of Securities. Not Applicable.
-------------------------
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
As of the date of this Registration Statement, an investment fund
affiliated with Venture Law Group and attorneys of the firm who have worked on
matters for the Company beneficially own 22,326 shares of the Company's Common
Stock.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Item 6 of the Registrant's Registration Statement on Form S-8,
filed with the Securities and Exchange Commission on October 12, 1999 (File No.
333-88817) is hereby incorporated by reference.
Item 7. Exemption from Registration Claimed. Not Applicable.
-----------------------------------
Item 8. Exhibits.
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Exhibit
Number
------
5.1 Opinion of Venture Law Group, a Professional Corporation.
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Independent Public Accountants.
24.1 Powers of Attorney (see signature page).
<PAGE>
Item 9. Undertakings.
------------
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 the registration statement or any material change to such
information in the registration statement.
(2) that, for purposes 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 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.
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 that is incorporated by reference in the 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.
Insofar as the 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 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
---------------
[Signature Pages Follow]
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Foundry Networks, Inc., a corporation organized and existing under
the laws of the State of Delaware, 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 this July 18, 2000.
Foundry Networks, Inc.
By: /s/ Timothy D. Heffner
------------------------------------
Timothy D. Heffner
Vice President, Finance &
Administration,
Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bobby R. Johnson, Jr. and Timothy D.
Heffner, jointly and severally, his or her attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him or her and in his or
her name, place or stead, in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file such amendments, together
with exhibits and other documents in connection therewith, with the Securities
and Exchange Commission, granting to each attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as he or she might or
could do in person, and ratifying and confirming all that the attorneys-in-fact
and agents, or his or her substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Bobby R. Johnson, Jr. President, Chief Executive Officer and July 18, 2000
________________________________ Chairman of the Board of Directors
Bobby R. Johnson, Jr. (Principal Executive Officer)
/s/ Timothy D. Heffner Vice President, Finance & Administration, July 18, 2000
________________________________ Chief Financial Officer (Principal
Timothy D. Heffner Financial and Accounting Officer)
/s/ Seth D. Neiman Director July 18, 2000
________________________________
Seth D. Neiman
/s/ Andrew K. Ludwick Director July 18, 2000
________________________________
Andrew K. Ludwick
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
------
5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Independent Public Accountants.
24.1 Powers of Attorney (see signature page).
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