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As filed with the Securities and Exchange Commission on December 13, 1999
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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SONICWALL, INC.
(Exact name of Registrant as specified in its charter)
California 77-0270079
(State of incorporation) (I.R.S. Employer Identification No.)
1160 Bordeaux Drive
Sunnyvale, California 94089
(Address of principal executive offices)
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1994 Stock Option Plan
1998 Stock Option Plan
1999 Employee Stock Purchase Plan
(Full title of the Plans)
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Sreekanth Ravi
Chairman, President and Chief Executive Officer
SONICWALL, INC.
1160 Bordeaux Drive
Sunnyvale, California 94089
(408) 745-9600
(Name, address and telephone number, including area code, of agent for service)
----------------------------
Copy to:
Jerrold F. Petruzzelli
Manatt, Phelps & Phillips, LLP
3030 Hansen Way, Suite 100
Palo Alto, CA 94304
(650) 812-1300
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Maximum Amount Proposed Maximum Proposed Maximum Amount of
Registered to be Registered (1) Offering Price Aggregate Registration Fee
Per Share Offering Price
- ------------------------------- -------------------- ------------------ ----------------- -----------------
<S> <C> <C> <C> <C>
1994 Stock Option Plan
Common Stock, no par value 199,051 shares $ 0.14 (2) $ 27,867 $ 7.36
Common Stock, no par value 547,936 shares $35.50 (3) $19,451,728 $ 5,135.26
1998 Stock Option Plan
Common Stock, no par value 3,596,658 shares $ 4.66 (2) $16,760,426 $ 4,424.75
Common Stock, no par value 299,824 shares $35.50 (3) $10,643,752 $ 2,809.95
1999 Employee Stock
Purchase Plan
Common Stock, no par value 250,000 shares $35.50 (3) $ 8,875,000 $ 2,343.00
TOTAL 4,893,469 shares $55,758,773 $14,720.32
</TABLE>
___________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans 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.
(2) Calculated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee.
Computation based on the weighted average per share price (rounded to
nearest cent) of outstanding options issuable under the referenced plans,
which are registered hereby.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee,
based on the average of the high and low selling prices per share of
Registrant's Common Stock on December 6, 1999, as reported by the Nasdaq
National Market.
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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
are hereby incorporated by reference:
(a) The Registrant's prospectus filed on November 12, 1999 pursuant to
Rule 424(b) of the Securities Act, as amended, in connection with its
Registration Statement on Form S-1 (File No. 333-85997), which
contains audited financial statements for the Registrant's latest
fiscal year for which statements have been filed.
(b) Not Applicable.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission under Section 12 of the Securities Exchange Act of 1934 on
October 19, 1999, including any amendment or report filed for the
purpose of updating such description.
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.
Certain legal matters with respect to the legality of the issuance of the
common stock registered hereby will be passed upon for the Registrant by Manatt,
Phelps & Phillips, LLP in Palo Alto, California. As of the date of this
Registration Statement, attorneys of Manatt, Phelps & Phillips, LLP beneficially
own or control an aggregate of 103,700 shares of the Registrant's common stock.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation reduces the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under California law. California law provides that a corporation's articles of
incorporation may eliminate or limit the personal liability of directors for
monetary damages for breach of their fiduciary duties as directors, except
liability for: (i) acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law; (ii) acts or omissions that a director
believes to be contrary to the best interest of the corporation or its
shareholders or that involve the absence of good faith on the part of the
director; (iii) any
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transaction from which a director derived an improper personal benefit; (iv)
acts or omissions that show a reckless disregard for the director's duty to the
corporation or its shareholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of serious injury to the corporation or its
shareholders; (v) acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders; (vi) unlawful payments of dividends or unlawful
stock repurchases or redemptions, unlawful distribution of assets to
shareholders or unlawful loans or guarantees to directors, officers and others;
or (vii) any transaction between a director and the Company.
The Bylaws of the Registrant further provide for indemnification of
corporate agents to the maximum extent permitted by the California Corporations
Code.
In addition, the Registrant has entered into Indemnification Agreements
with its officers and directors containing provisions that are in some respects
broader than the specific indemnification provisions contained in the California
Corporations Code. The indemnification agreements may require the Registrant to
(i) indemnify its directors and officers against liabilities that may arise by
reason of their status or service as directors or officers, other than
liabilities arising from willful misconduct of a culpable nature; (ii) advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified; and (iii) obtain directors' and officers' insurance,
if available on reasonable terms. At present, there is no pending litigation or
proceeding involving any director, officer, employee or agent of the Registrant
in which indemnification would be required or permitted. The Registrant is not
aware of any threatened litigation or proceeding that might result in a claim
for indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
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4.1 Registrant's Amended and Restated Articles of Incorporation
(incorporated herein by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1, File No. 333-
85997, originally filed with the Commission on August 27, 1999,
as subsequently amended (the "Form S-1").
4.2 Registrant's Restated Bylaws (incorporated by reference to
Exhibit 3.2 of the Form S-1).
4.3 Registrant's specimen stock certificate (incorporated herein by
reference to Exhibit 4.1 of the Form S-1).
4.4 Registrant's Investor Rights Agreement dated February 19, 1999
(incorporated herein by reference to Exhibit 4.2 of the Form
S-1).
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4.5 Registrant's 1994 Stock Option Plan (incorporated herein by
reference to Exhibit 10.1 of the Form S-1).
4.6 Registrant's 1998 Stock Option Plan (incorporated herein by
reference to Exhibit 10.2 of the Form S-1).
4.7 Registrant's 1999 Employee Stock Purchase Plan (incorporated
herein by reference to Exhibit 10.3 of the Form S-1).
5.1 Opinion of Manatt, Phelps & Phillips, LLP.
23.1 Consent of Manatt, Phelps & Phillips, LLP (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP independent auditors.
24.1 Power of Attorney (see page 6).
______________________
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 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.
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
Exchange Act that is incorporated by reference in 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 the time shall be deemed
to be 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 indemnification provisions summarized in Item 6 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
of 1933 and is, therefore, unenforceable. In the event that a claim for
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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 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 of 1933 and will be governed by the final
adjudication of such issue.
[ Signature Pages Follow ]
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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 Sunnyvale, State of California, on this 13th day of
December, 1999.
SONICWALL, INC.
By: /s/ SREEKANTH RAVI
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Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sreekanth Ravi and Michael Sheridan,
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 might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
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 dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ SREEKANTH RAVI President, Chief Executive December 13, 1999
- -------------------------------------
Sreekanth Ravi Officer and Director (Principal
Executive Officer)
/s/ SUDHAKAR RAVI Vice President, Engineering and December 13, 1999
- -------------------------------------
Sudhakar Ravi Director
/s/ ROBERT M. WILLIAMS Director December 13, 1999
- -------------------------------------
Robert M. Williams
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<S> <C> <C>
/s/ DAVID SHRIGLEY Director December 13, 1999
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David Shrigley
/s/ JERROLD F. PETRUZZELLI Director December 13, 1999
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Jerrold F. Petruzzelli
/s/ MICHAEL J. SHERIDAN Vice President, Finance and Chief December 13, 1999
- ------------------------------------- Financial Officer and Secretary
Michael J. Sheridan (Principal Financial and
Accounting Officer)
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INDEX TO EXHIBITS
Exhibit
Number
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4.1 Registrant's Amended and Restated Articles of Incorporation
(incorporated herein by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1, File No. 333-85997, originally
filed with the Commission on August 27, 1999, as subsequently
amended (the "Form S-1").
4.2 Registrant's Restated Bylaws (incorporated by reference to Exhibit
3.2 of the Form S-1).
4.3 Registrant's specimen stock certificate (incorporated herein by
reference to Exhibit 4.1 of the Form S-1).
4.4 Registrant's Investor Rights Agreement dated February 19, 1999
(incorporated herein by reference to Exhibit 4.2 of the Form S-1).
4.5 Registrant's 1994 Stock Option Plan (incorporated herein by
reference to Exhibit 10.1 of the Form S-1).
4.6 Registrant's 1998 Stock Option Plan (incorporated herein by
reference to Exhibit 10.2 of the Form S-1).
4.7 Registrant's 1999 Employee Stock Purchase Plan (incorporated herein
by reference to Exhibit 10.3 of the Form S-1).
5.1 Opinion of Manatt, Phelps & Phillips, LLP.
23.1 Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP independent auditors.
24.1 Power of Attorney (see page 6).
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EXHIBIT 5.1
[LETTERHEAD OF Manatt, Phelps & Phillips, LLP APPEARS HERE]
December 13, 1999
SonicWALL, Inc.
1160 Bordeaux Drive
Sunnyvale, CA 94089
Re: SonicWALL, Inc. - Registration Statement on Form S-8 for Offering of
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an Aggregate of 4,893,469 Shares of Common Stock
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Gentlemen:
We have acted as counsel to SonicWALL, Inc., a California corporation (the
"Company") in connection with the Registration Statement on Form S-8 to be filed
on December 13, 1999 (the "Registration Statement"), under the Securities Act of
1933, as amended (the "Act"), covering 4,893,469 shares of the Company's Common
Stock, no par value (the "Shares'), consisting of 746,987 shares authorized
for issuance under the Company's 1994 Stock Option Plan, 3,896,482 shares
authorized for issuance under the Company's 1998 Stock Option Plan and 250,000
shares authorized for issuance under the Company's 1999 Employee Stock Purchase
Plan (collectively, the "Plans").
This opinion is being furnished in accordance with the requirements of Item
8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have renewed the Company's charter documents, the corporate proceedings
taken by the Company in connection with the establishment of the Plans and
originals, or certified, conformed or reproduction copies, of all such records,
agreements, instruments and documents as we have deemed relevant or necessary as
the basis for the opinion hereinafter expressed. In all such examinations, we
have assumed the genuineness of all signatures on original or certified copies
and the conformity to original or certified copies of all copies submitted to us
as conformed or reproduction copies. As to various questions of fact relevant
to such opinion, we have relied upon, and assumed the accuracy of, certificates
and oral or written statements and other information of or from public
officials, officers or representatives of the Company, and others.
<PAGE>
December 13, 1999
Page 2
Based upon the foregoing review, we are of the opinion that the Shares,
when issued, delivered and paid for in accordance with the terms of the Plans
and the provisions of the option agreements or stock purchase rights duly
authorized under the Plans and the Registration Statement, will be duly
authorized and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any subsequent Amendment thereto.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plans or the Shares.
Very truly yours,
/s/ Manatt, Phelps & Phillips, LLP
Manatt, Phelps & Phillips, LLP
DMP:dmc
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 25, 1999, except for Note 10
which is as of October 8, 1999, relating to the consolidated financial
statements, which appears in SonicWALL's Registration Statement on Form S-1 (No.
333-85997) for the year ended December 31, 1998. We also consent to the
incorporation by reference of our report dated August 25, 1999 relating to the
financial statement schedule and references to us under the headings "Experts",
which appear in such Registration Statement on Form S-1.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
December 13, 1999
