<PAGE>
As filed with the Securities and Exchange Commission on March 29, 2000
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JNI CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 33-0740004
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9775 TOWNE CENTRE DRIVE
SAN DIEGO, CA 92121
(858) 535-3121
(Address of principal executive offices, including zip code, and telephone
number)
1997 STOCK OPTION PLAN
1999 STOCK OPTION PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
-----------------
TERRY M. FLANAGAN Copies to:
PRESIDENT AND CHIEF EXECUTIVE OFFICER ROBERT E. BURWELL, ESQ.
JNI CORPORATION LATHAM & WATKINS
9775 TOWNE CENTRE DRIVE 701 "B" STREET, SUITE 2100
SAN DIEGO, CALIFORNIA 92121 SAN DIEGO, CALIFORNIA 92101
(858) 535-3121 (619) 236-1234
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
To be Registered Registered Per Share Price Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.001 par value 6,884,241 (1)(2) $0.1667 - $92.00(3) $98,397,410.51 (3) $25,976.92
================================================================================================================================
</TABLE>
(1) A maximum of 4,396,441 shares of Common Stock were reserved for issuance
under the 1997 Stock Option Plan of JNI Corporation, as amended (the "1997
Plan"). A maximum of 2,312,800 shares of Common Stock were reserved for
issuance under the 1999 Stock Option Plan of JNI Corporation, as amended
(the "1999 Plan"). A maximum of 175,000 shares of Common Stock were reserved
for issuance under the 1999 Employee Stock Purchase Plan of JNI Corporation
(the "1999 Purchase Plan," and together with the 1997 Plan and the 1999
Plan, the "Plans"). Of the 6,884,241 shares of Common Stock reserved for
issuance under the Plans, 1,053,003 shares have been issued upon exercise of
options; such shares are being registered hereunder.
1
<PAGE>
(2) Pursuant to Rule 416(a), this Registration Statement shall also cover any
additional shares of Common Stock that become issuable under the Plans by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without receipt of consideration that increases the
number of the Company's outstanding shares of Common Stock.
(3) This estimate is made pursuant to Rule 457(h) solely for purposes of
calculating the registration fee. The price per share and aggregate offering
price are based upon (a) the actual exercise price for shares subject to
outstanding stock options previously granted under the Plans; and (b) the
average of the high and low sales prices of the Registrant's Common Stock on
March 23, 2000, as reported on the Nasdaq National Market, for shares
issuable under the Plans. The following charts show the calculation of the
registration fee:
<TABLE>
<CAPTION>
1997 Plan
------------------------------------------------------------------------------------------------
Amount of Shares Offering Price Aggregate
Type of Shares to be Registered Per Share Offering Price
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock subject to outstanding options 2,307,263 $0.1667 $ 384,620.74
------------------------------------------------------------------------------------------------
Common Stock subject to outstanding options 857,325 $0.1714 $ 146,945.51
------------------------------------------------------------------------------------------------
Common Stock subject to outstanding options 121,800 $0.7143 $ 87,001.74
------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise of
options not yet granted under the 1997 57,050 $ 58.75 $3,351,687.50
Plan
------------------------------------------------------------------------------------------------
Total 4,396,441 N/A $3,970,255.49
------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1999 Plan
------------------------------------------------------------------------------------------------
Offering Price Aggregate
Type of Shares Number of Shares Per Share Offering Price
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock subject to outstanding options 366,450 $10.00 $ 3,664,500.00
------------------------------------------------------------------------------------------------
Common Stock subject to outstanding options 351,050 $10.7143 $ 3,761,255.02
------------------------------------------------------------------------------------------------
Common Stock subject to outstanding options 207,900 $13.00 $ 2,702,700.00
------------------------------------------------------------------------------------------------
Common Stock subject to outstanding options 120,300 $16.00 $ 1,924,800.00
------------------------------------------------------------------------------------------------
Common Stock subject to outstanding options 64,000 $19.00 $ 1,216,000.00
------------------------------------------------------------------------------------------------
Common Stock subject to outstanding options 26,650 $59.125 $ 1,575,681.25
------------------------------------------------------------------------------------------------
Common Stock subject to outstanding options 3,000 $59.375 $ 178,125.00
------------------------------------------------------------------------------------------------
Common Stock subject to outstanding options 3,000 $61.75 $ 185,250.00
------------------------------------------------------------------------------------------------
Common Stock subject to outstanding options 4,000 $66.50 $ 266,000.00
------------------------------------------------------------------------------------------------
Common Stock subject to outstanding options 1,000 $69.00 $ 69,000.00
------------------------------------------------------------------------------------------------
Common Stock subject to outstanding options 250 $70.875 $ 17,718.75
------------------------------------------------------------------------------------------------
Common Stock subject to outstanding options 1,000 $72.125 $ 72,125.00
------------------------------------------------------------------------------------------------
Common Stock subject to outstanding options 1,000 $75.00 $ 75,000.00
------------------------------------------------------------------------------------------------
Common Stock subject to outstanding options 3,000 $92.00 $ 276,000.00
------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise of
options not yet granted under the 1999 1,160,200 $58.75 $68,161,750.00
Plan
------------------------------------------------------------------------------------------------
Total 2,312,800 NA $84,145,905.02
------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1999 Purchase Plan
------------------------------------------------------------------------------------------------
Amount of Shares Offering Price Aggregate
Type of Shares to be Registered Per Share Offering Price
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock available for purchase under 175,000 $58.75 $10,281,250.00
the 1999 Purchase Plan
------------------------------------------------------------------------------------------------
</TABLE>
================================================================================
2
<PAGE>
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
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by JNI Corporation, a Delaware
corporation (the "Company"), are hereby incorporated by reference in this
Registration Statement:
(a) The Annual Report on Form 10-K for the year ended December 31,
1999 filed March 29, 2000.
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on October
21, 1999.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date this Registration Statement
is filed with the Commission 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 this Registration Statement and to be a part of it
from the respective dates of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
3
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the DGCL permits indemnification of officers,
directors, and other corporate agents under certain circumstances and subject to
certain limitations. The Company's certificate of incorporation and by-laws
provide that the Company shall indemnify its directors, officers, employees and
agents to the full extent permitted by the DGCL, including circumstances in
which indemnification is otherwise discretionary under Delaware law. In
addition, the Company has entered into separate indemnification agreements with
its directors and executive officers which require the Company, among other
things, to indemnify them against certain liabilities which may arise by reason
of their status or service (other than liabilities arising from acts or
omissions not in good faith or willful misconduct).
These indemnification provisions and the indemnification agreements
entered into between the Company and its executive officers and directors may be
sufficiently broad to permit indemnification of the Company's executive officers
and directors for liabilities, including reimbursement of expenses incurred,
arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this 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
4
<PAGE>
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 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 this
Registration Statement or any material change to such information in
this Registration Statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and 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 the Company pursuant to Section 13 or 15(d) of
the Exchange Act that are incorporated by reference in this 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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 that time shall be deemed to be the INITIAL BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Diego, State of California, on March 29, 2000.
JNI Corporation
By: /s/ Terry M. Flanagan
-----------------------------------------------
Terry M. Flanagan
President, Chief Executive Officer and Director
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Terry M. Flanagan his true and
lawful attorney-in-fact, acting alone, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments including post-effective amendments
and any registration statement filed pursuant to Rule 462(b) under the
Securities Act to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, hereby ratifying and confirming all that said attorney-in-fact or
his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Terry M. Flanagan President, Chief Executive Officer and March 29, 2000
Director (Principal Executive Officer)
- ---------------------------------
Terry M. Flanagan
/s/ Gloria Purdy Chief Financial Officer (Principal March 29, 2000
- ---------------------------------- Financial and Accounting Officer)
Gloria Purdy
/s/ Eric. P. Wenaas Chairman of the Board of Directors March 29, 2000
- ----------------------------------
Eric P. Wenaas
/s/ Thomas J. Bernard
- ----------------------------------- Director March 29, 2000
Thomas J. Bernard
/s/ John Bolger
- ----------------------------------- Director March 29, 2000
John Bolger
/s/ Lawrence E. Fox
- ----------------------------------- Director March 29, 2000
Lawrence E. Fox
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
4.1 The 1997 Stock Option Plan of JNI Corporation, as amended, and forms of Incentive
Stock Option Agreement and Nonstatutory Stock Option Agreement
thereunder (incorporated by reference to the Company's
Registration Statement on Form S-1 (File No. 333-86501) filed
with the Commission on September 3, 1999).
4.2 The 1999 Stock Option Plan of JNI Corporation, as amended,
terms of Stock Option Agreement and form of Stock Option Grant
Agreement thereunder (incorporated by reference to the
Company's Registration Statement on Form S-1 (File No.
333-86501) filed with the Commission on September 3, 1999).
4.3 The 1999 Employee Stock Purchase Plan of JNI Corporation and
form of subscription agreement thereunder (incorporated by
reference to Amendment No. 1 to the Company's Registration
Statement on Form S-1 (File No. 333-86501) filed with the
Commission on October 4, 1999).
5.1 Opinion of Latham & Watkins.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page hereto).
</TABLE>
<PAGE>
LATHAM & WATKINS
ATTORNEYS AT LAW
701 "B" STREET, SUITE 2100
SAN DIEGO, CALIFORNIA 92101-8197
---------------
TELEPHONE (619) 236-1234
FAX (619) 696-7419
--------------
[LETTERHEAD]
March 29, 2000
JNI Corporation
9775 Towne Centre Drive
San Diego, California 92121
Re: FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
In connection with the registration by JNI Corporation, a Delaware
corporation (the "Company"), of 6,884,241 shares of common stock, par value
$.001 per share (the "Shares"), of the Company to be issued pursuant to the 1997
Stock Option Plan of JNI Corporation, as amended (the "1997 Plan"), the 1999
Stock Option Plan of JNI Corporation, as amended (the "1999 Plan") and the 1999
Employee Stock Purchase Plan of JNI Corporation (the "1999 Purchase Plan," and
together with the 1997 Plan and the 1999 Plan, the "Plans") under the Securities
Act of 1933, as amended (the "Act"), on a Registration Statement on Form S-8
filed with the Securities and Exchange Commission on March 29, 2000 (as amended
from time to time, the "Registration Statement"), you have requested our opinion
with respect to the matters set forth below.
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of the Shares.
In addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
<PAGE>
LATHAM & WATKINS
JNI Corporation
March 29, 2000
Page 2
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of any other laws, or as to
any matters of municipal law or the law of any other local agencies within the
state.
Subject to the foregoing, it is our opinion that as of the date hereof
the Shares have been duly authorized, and, upon the issuance of and payment for
the Shares in accordance with the terms set forth in the Plans, the Shares will
be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
<PAGE>
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 January 26, 2000 relating to the
financial statements and financial statement schedules of JNI Corporation, which
appears in JNI Corporation's Annual Report on Form 10-K for the year ended
December 31, 1999.
PricewaterhouseCoopers LLP
San Diego, California
March 29, 2000
