<PAGE> 1
As filed with the Securities and Exchange Commission on March 17, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
ONDISPLAY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------
<TABLE>
<CAPTION>
DELAWARE 7372 68-0391052
<S> <C> <C>
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
12667 ALCOSTA BOULEVARD, SUITE 300
SAN RAMON, CA 94583
(925) 355-3200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1996 STOCK PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
-------------------
MARK PINE
CHIEF EXECUTIVE OFFICER
ONDISPLAY, INC.
12667 ALCOSTA BOULEVARD, SUITE 300
SAN RAMON, CA 94583
(925) 355-3200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------
Copies to:
ROBERT B. JACK, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement. If any
of the securities being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. [X]
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE PRICE FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996 Stock Plan
Common Stock, $0.001 par value
(currently outstanding 2,997,835
options)(1)....................... shares $ 6.581 $ 19,728,752 $ 5,208.39
- -------------------------------------------------------------------------------------------------------------
1996 Stock Plan
Common Stock, $0.001 par value
(options available for future 2,137,442
grant)(2).......................... shares $108.875 $232,713,997 $ 61,436.50
- -------------------------------------------------------------------------------------------------------------
TOTAL 1996 STOCK PLAN SHARES 5,135,277
REGISTERED SHARES
- -------------------------------------------------------------------------------------------------------------
1999 Employee Stock Purchase Plan
Common Stock, $0.001 par 1,500,000
value(3)........................... shares $ 92.544 $138,816,000 $ 36,647.43
- -------------------------------------------------------------------------------------------------------------
TOTAL REGISTRATION FEES $103,292.32
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The computation is based upon the weighted average exercise price per share
of $6.581 as to outstanding options to purchase Common Stock under the 1996
Stock Plan.
<PAGE> 2
(2) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 solely for the
purpose of calculating the registration fee. The computation is based upon
the average of the high and low price of the Common Stock as reported on the
Nasdaq National Market on March 10, 2000.
(3) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 solely for the
purpose of calculating the registration fee. The computation is based upon
85% of the average of the high and low price of the Common Stock as
reported on the Nasdaq National Market on March 10, 2000. Pursuant to the
1999 Employee Stock Purchase Plan, the Purchase Price of a share of Common
Stock is equal to 85% of the Fair Market Value of a share of Common Stock.
================================================================================
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:
(a) The audited financial statements for the Registrant's fiscal year
ended December 31, 1998 contained in the Prospectus, dated December
17, 1999, filed pursuant to Rule 424(b)(4) under the Securities Act
of 1933 on December 20, 1999.
(b) The description of the Common Stock of the Registrant that is
contained in the Registration Statement on Form 8-A filed pursuant
to Section 12 of the Exchange Act on December 10, 1999.
(c) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filing 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 the
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.
Mario M. Rosati, member of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, is the Secretary of the Registrant. Wilson Sonsini
Goodrich & Rosati is corporate counsel to the Registrant. WS Investment Company
97A, WS Investment Company 97B, WS Investment Company 98A, Mario Rosati, a
member of Wilson Sonsini Goodrich & Rosati, P.C. and individuals and entities
affiliated with Wilson Sonsini Goodrich & Rosati, P.C. beneficially own an
aggregate of 46,155 shares of OnDisplay's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has adopted provisions in its Certificate of
Incorporation that eliminate the personal liability of its directors and
officers for monetary damages arising from a breach of their fiduciary duties in
certain circumstances to the fullest extent permitted by law and authorizes the
Registrant to indemnify its directors and officers to the fullest extent
permitted by law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933
(the "Securities Act").
II-1
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Exhibit Index below).
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 the Registration Statement or any material change to such
information in the Registration Statement.
(2) 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 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 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 an initial bona fide offering thereof.
(c) 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 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 Act and
will be governed by the final adjudication of such issue.
II-2
<PAGE> 5
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 San Ramon, State of California on January 31, 2000.
ONDISPLAY, INC.
By: /s/ MARK PINE
------------------------------------
Mark Pine
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark Pine and David Larson, jointly and
severally, his attorneys-in-fact, each with the power of substitution, for him
in any and all capacities, to sign any 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 his
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------------------------ -----------------
<S> <C> <C>
/s/ MARK PINE Director and Chief Executive Officer* January 31 , 2000
- ----------------------------------------
Mark Pine
/s/ DAVID F. LARSON Vice President and Chief Financial Officer January 31 , 2000
- ----------------------------------------
David F. Larson
/s/ TIMOTHY BARROWS Director* January 31 , 2000
- ----------------------------------------
Timothy Barrows
/s/ PROMOD HAQUE Director* January 31 , 2000
- ----------------------------------------
Promod Haque
/s/ JOHN MANDILE Director* January 31 , 2000
- ----------------------------------------
John Mandile
/s/ CHRISTOPHER SPRAY Director* January 31 , 2000
- ----------------------------------------
Christopher Spray
/s/ MARGARET TAYLOR Director* January 31 , 2000
- ----------------------------------------
Margaret Taylor
/s/ CARMINE VILLANI Director* January 31 , 2000
- ----------------------------------------
Carmine Villani
</TABLE>
- --------------------
* The employee benefit plans being registered pursuant to this Registration
Statement are subject to administration by the Board of Directors of the
Registrant.
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBER EXHIBIT DOCUMENT NUMBERED PAGE
-------------- --------------------------------------------------------------- -------------
<S> <C> <C>
4.1* Certificate of Incorporation of Registrant
4.2* Bylaws of Registrant
4.3* 1996 Stock Plan and form of agreements thereunder
4.4* 1999 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legality of securities being registered
(Counsel to the Registrant)
23.1 Consent of PricewaterhouseCoopers LLP (Independent Accountants)
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-3)
</TABLE>
- --------------------
* Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 333-86889), effective December 17, 1999.
<PAGE> 1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
EXHIBIT 5.1
March 17, 2000
OnDisplay, Inc.
12667 Alcosta Boulevard, Suite 300
San Ramon, CA 94583
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about March 17, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of shares of OnDisplay, Inc. common stock
issuable under the 1996 Stock Plan and the 1999 Employee Stock Purchase Plan
(collectively, the "Plans" and the "Shares" as appropriate). As legal counsel
for OnDisplay, Inc., we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the issuance
and sale of the Shares pursuant to the Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 16, 2000 relating to the
financial statements of OnDisplay, Inc., which appears in OnDisplay, Inc.'s
Report on Form 8-K dated February 18, 2000.
/s/ PRICEWATERHOUSECOOPERS LLP
San Jose, CA
March 17, 2000
