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As filed with the Securities and Exchange Commission on September 29, 2000
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
____________________
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 and zip code)
____________________
1998 Stock Option Plan
(Full title of the Plan)
____________________
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
1001 Page Mill Road, Building 2
Palo Alto, California 94304
(650) 812-1300
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CALCULATION OF REGISTRATION FEE
============================================================================================================================
Proposed Proposed
Title of Securities to be Maximum Amount Maximum Maximum Amount of
Registered to be Registered (1) Offering Price Aggregate Registration Fee
Per Share Offering Price
------------------------------- -------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
1998 Stock Option Plan
Common Stock, no par value 1,894,030 shares $28.625 (2) $54,216,608 $14,314
TOTAL 1,894,030 shares $54,216,608 $14,314
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_______________
(1) This Registration Statement shall also cover an indeterminate number of
additional shares of Common Stock which may become issuable under the 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.
(2) Estimated in accordance with Rule 457(h) and 457(c) under the Securities
Act of 1933, as amended (the "Securities Act"), 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 September 27,
2000, as reported by the Nasdaq National Market.
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PART I
Item 1: Plan Information.
Not required to be filed with this Registration Statement.
Item 2: Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
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 Registration Statement on Form S-8 (File No. 333-92619) filed on
December 13, 1999.
(b) The Registrant's final prospectus filed on March 20, 2000 pursuant to
Rule 424(b) of the Securities Act, as amended, in connection with its
Registration Statement on Form S-1 (File No. 333-30912), which
contains audited financial statements for the Registrant's latest
fiscal year for which statements have been filed.
(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 other reports subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
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
reports.
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
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& Phillips, LLP beneficially own or control an aggregate of 159,000 shares of
the Registrant's common stock.
Item 6. Indemnification of Directors and Officers.
Not required to be filed with this Registration Statement.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
----------
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).
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 accountants.
24.1 Power of Attorney (see page II-3).
99.1 Registrant's 1998 Stock Option Plan (incorporated herein by reference
to Exhibit 10.2 of the Form S-1).
_____________________
Item 9. Undertakings.
Not required to be filed with this Registration Statement.
[ 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 29th day of
September 2000.
SONICWALL, INC.
By: /s/ Sreekanth Ravi
--------------------------
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 J. 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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Signature Title Date
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<S> <C> <C>
/s/ Sreekanth Ravi President, Chief Executive September 29, 2000
----------------------------
Sreekanth Ravi Officer and Director (Principal
Executive Officer)
/s/ Sudhakar Ravi Chief Technical Officer and September 29, 2000
----------------------------
Sudhakar Ravi Director
/s/ Charles Kissner Director September 29, 2000
----------------------------
Charles Kissner
/s/ Robert M. Williams Director September 29, 2000
----------------------------
Robert M. Williams
/s/ David Shrigley Director September 29, 2000
----------------------------
David Shrigley
/s/ Michael J. Sheridan Vice President, Finance and Chief September 29, 2000
---------------------------- Financial Officer and Secretary
Michael J. Sheridan (Principal Financial and
Accounting Officer)
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number
------
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).
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 accountants.
24.1 Power of Attorney (see page II-3).
99.1 Registrant's 1998 Stock Option Plan (incorporated herein by reference
to Exhibit 10.2 of the Form S-1).
