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As filed with the Securities and Exchange Commission on December 22, 2000
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 and zip code)
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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)
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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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<CAPTION>
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Title of Securities to be Maximum Maximum Maximum Amount of
Registered Amount to be Offering Price Aggregate Registration Fee
Registered (1) Per Share Offering Price
--------------------------------- ------------------ ------------------ ------------------- ------------------
1998 Stock Option Plan
Common Stock, no par value 2,000,000 shares $15.75 (2) $31,500,000 $7,875
1999 Employee Stock Purchase
Plan
Common Stock, no par value 200,000 shares $15.75 (2) $ 3,150,000 $ 788
TOTAL 2,200,000 shares $34,650,000 $8,663
</TABLE>
____________________
(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
December 20, 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 Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Registrant's Form 10-Q for the quarters ended March 31, June
30 and September 30, 2000.
(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 Exchange Act on October 19,
1999, including any amendment or report filed for the purpose of
updating such description.
(d) The Registration Statement on Form S-8 (File No. 333-92619) filed
on December 13, 1999.
(e) The Registration Statement on Form S-8 (File No. 333-47020) filed
on September 29, 2000.
All other reports 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 reports.
Item 4. Description of Securities.
Not applicable.
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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 155,000 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 5).
99.1 Registrant's 1998 Stock Option Plan (incorporated herein by
reference to Exhibit 10.2 of the Form S-1).
99.2 Registrant's 1999 Employee Stock Purchase Plan (incorporated
herein by reference to Exhibit 10.3 of the Form S-1).
____________________
Item 9. Undertakings.
Not required to be filed with this Registration Statement.
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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 22nd day of
December 2000.
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 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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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Sreekanth Ravi President, Chief Executive December 22, 2000
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Sreekanth Ravi Officer and Director (Principal
Executive Officer)
/s/ Sudhakar Ravi Chief Technical Officer and December 22, 2000
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Sudhakar Ravi Director
/s/ Charles Kissner Director December 22, 2000
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Charles Kissner
/s/ Robert M. Williams Director December 22, 2000
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Robert M. Williams
/s/ David Shrigley Director December 22, 2000
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<TABLE>
David Shrigley
<S> <C> <C>
/s/ Ronald E. Heinz Chief Operating Officer, December 22, 2000
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Ronald E. Heinz Salt Lake City Division,
and Director
/s/ Michael J. Sheridan Vice President, Finance and Chief December 22, 2000
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Michael J. Sheridan Financial Officer and Secretary
(Principal Financial and
Accounting Officer)
</TABLE>
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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).
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 5).
99.1 Registrant's 1998 Stock Option Plan (incorporated herein by
reference to Exhibit 10.2 of the Form S-1).
99.2 Registrant's 1999 Employee Stock Purchase Plan (incorporated
herein by reference to Exhibit 10.3 of the Form S-1).
