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As filed with the Securities and Exchange Commission on June 21, 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
HANDSPRING, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0490705
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
HANDSPRING, INC.
189 BERNARDO AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of Principal Executive Offices, including Zip Code)
1998 EQUITY INCENTIVE PLAN
1999 EXECUTIVE EQUITY INCENTIVE PLAN
2000 EQUITY INCENTIVE PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Titles of the Plans)
BERNARD J. WHITNEY
CHIEF FINANCIAL OFFICER
HANDSPRING, INC.
189 BERNARDO AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(650) 230-5000
(Name, Address and Telephone Number of Agent for Service)
COPIES TO:
AUSTIN CHOI, ESQ.
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 19,741,562(1) $20.00(2) $394,831,240(2) $104,236
Common Stock, $0.001 par value 24,261,430(3) $ 3.07(4) $ 74,482,590.10 $ 19,663
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TOTAL $123,899
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(1) Represents the sum of 18,991,562 shares available for grant under the
Registrant's 2000 Equity Incentive Plan and 750,000 shares available for
grant under Registrant's 2000 Employee Stock Purchase Plan.
(2) Estimated as of June 20, 2000 pursuant to Rule 457(c) solely pursuant
for the purpose of calculating the registration fee.
(3) Represents shares subject to options outstanding as of May 31, 2000
under the Registrant's 1998 Equity Incentive Plan and 1999 Executive
Equity Incentive Plan.
(4) Weighted average per share exercise price for the outstanding options
pursuant to Rule 457(h)(1).
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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 incorporated herein by reference:
(a) The Registrant's prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, which contains audited financial
statements of the Registrant for the period from July 29, 1998
(date of inception) to June 30, 1999.
(b) The description of the Registrant's common stock contained in
the Registrant's Registration Statement on Form 8-A filed under
Section 12(g) of the Securities Exchange Act of 1934, including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by 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 registered 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 hereof from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES - SECURITIES TO BE PURCHASED.
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 the board of directors of a corporation to grant, indemnity to
directors and officers in terms sufficiently broad to permit indemnification
under certain circumstances for liabilities, including reimbursement for
expenses incurred, arising under the Securities Act of 1933.
As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation provides that its directors shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that the exculpation from liabilities
is not permitted under the Delaware General Corporation Law as in effect at the
time such liability is determined. As permitted by the Delaware General
Corporation Law, the Bylaws of the Registrant provide that the Registrant shall
indemnify its directors to the full extent permitted by the laws of the State of
Delaware.
The Registrant has also entered into indemnification agreements with its
directors and officers that obligate the Registrant to indemnify such directors
and officers against losses incurred in connection with certain claims in their
capacities as agents of the Registrant. The underwriting agreement for the
Registrant's initial public offering provides that the underwriters will
indemnify the officers, directors and controlling persons of the Registrant
against certain liabilities.
The Registrant maintains directors' and officers' liability insurance.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit
Number Exhibit Title
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<S> <C>
3.1 Registrant's Form of First Amended and Restated Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.2
of Registrant's registration statement on Form S-1,
Registration No. 333-33666 (the "Form S-1")).
3.2 Certificate of Amendment of First Amended and Restated
Certificate of Incorporation as filed May 30, 2000
(incorporated herein by reference to Exhibit 3.6 of the Form
S-1).
3.3 Registrant's Form of Second Amended and Restated Certificate of
Incorporation to be effective upon the closing of Registrant's
initial public offering (incorporated herein by reference to
Exhibit 3.3 of the Form S-1).
3.4 Registrant's Restated Bylaws (incorporated herein by reference
to Exhibit 3.5 of the Form S-1).
4.1 Specimen common stock certificate (incorporated herein by
reference to Exhibit 4.1 of the Form S-1).
4.2 Amended and Restated Investors' Rights Agreement dated July
7,1999 (incorporated herein by reference to Exhibit 4.2 of the
Form S-1).
5.1 Opinion of Fenwick & West LLP.
10.1 Form of Indemnity Agreement entered into between the Registrant
and all executive officers and directors (incorporated herein
by reference to Exhibit 10.1 to the Form S-1).
10.2 Registrant's 1998 Equity Incentive Plan (incorporated herein by
reference to Exhibit 10.2 of the Form S-1).
10.3 Registrant's 1999 Executive Equity Incentive Plan (incorporated
herein by reference to Exhibit 10.3 of the Form S-1).
10.4 Registrant's 2000 Equity Incentive Plan (incorporated herein by
reference to Exhibit 10.4 of the Form S-1).
10.5 Registrant's 2000 Employee Stock Purchase Plan (incorporated
herein by reference to Exhibit 10.5 of the Form S-1).
10.6 Form of Outside Director Stock Option Agreement (incorporated
by reference to Exhibit 10.15 of the Form S-1).
23.1 Consent of Fenwick & West LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (see page 5).
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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:
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(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(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 (1)(a)(i) and (1)(b)(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 with or furnished to the
Commission by Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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 indemnification for liabilities arising under the Securities
Act of 1933 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 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 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, 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 June, 2000.
HANDSPRING, INC.
By: /s/ Bernard J. Whitney
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Bernard J. Whitney
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Donna L. Dubinsky and Bernard J.
Whitney, and each of them acting individually, as his or her attorney-in-fact,
each with full power of substitution, for him or her in any and all capacities,
to sign any and all amendments to this Registration Statement on Form S-8, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any substitute, 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 on June 20, 2000 by the following persons
in the capacities indicated:
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<CAPTION>
Signature Title
<S> <C>
/s/ Donna L. Dubinsky President, Chief Executive Officer
-------------------------------- and a Director
Donna L. Dubinsky
/s/ Bernard J. Whitney Chief Financial Officer
--------------------------------
Bernard J. Whitney
/s/ Jeffrey C. Hawkins Director
--------------------------------
Jeffrey C. Hawkins
/s/ L. John Doerr Director
--------------------------------
L. John Doerr
/s/ Bruce W. Dunlevie Director
--------------------------------
Bruce W. Dunlevie
/s/ Kim B. Clark Director
--------------------------------
Kim B. Clark
/s/ Mitchell E. Kertzman Director
--------------------------------
Mitchell E. Kertzman
</TABLE>
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit Title
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<S> <C>
3.1 Registrant's Form of First Amended and Restated Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.2
of Registrant's registration statement on Form S-1,
Registration No. 333-33666 (the "Form S-1")).
3.2 Certificate of Amendment of First Amended and Restated
Certificate of Incorporation as filed May 30, 2000
(incorporated herein by reference to Exhibit 3.6 of the Form
S-1).
3.3 Registrant's Form of Second Amended and Restated Certificate of
Incorporation to be effective upon the closing of Registrant's
initial public offering (incorporated herein by reference to
Exhibit 3.3 of the Form S-1).
3.4 Registrant's Restated Bylaws (incorporated herein by reference
to Exhibit 3.5 of the Form S-1).
4.1 Specimen common stock certificate (incorporated herein by
reference to Exhibit 4.1 of the Form S-1).
4.2 Amended and Restated Investors' Rights Agreement dated July
7,1999 (incorporated herein by reference to Exhibit 4.2 of the
Form S-1).
5.1 Opinion of Fenwick & West LLP.
10.1 Form of Indemnity Agreement entered into between the Registrant
and all executive officers and directors (incorporated herein
by reference to Exhibit 10.1 to the Form S-1).
10.2 Registrant's 1998 Equity Incentive Plan (incorporated herein by
reference to Exhibit 10.2 of the Form S-1).
10.3 Registrant's 1999 Executive Equity Incentive Plan (incorporated
herein by reference to Exhibit 10.3 of the Form S-1).
10.4 Registrant's 2000 Equity Incentive Plan (incorporated herein by
reference to Exhibit 10.4 of the Form S-1).
10.5 Registrant's 2000 Employee Stock Purchase Plan (incorporated
herein by reference to Exhibit 10.5 of the Form S-1).
10.6 Form of Outside Director Stock Option Agreement (incorporated
by reference to Exhibit 10.15 of the Form S-1).
23.1 Consent of Fenwick & West LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (see page 5).
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