<PAGE>
As filed with the Securities and Exchange Commission on October 2, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_____________________
PALM, INC.
(Exact name of Registrant as specified in its charter)
_____________________
Delaware 94-3150688
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5470 Great America Parkway
Santa Clara, California 95052
(Address, including zip code of Registrant's principal executive offices)
_____________________
1999 STOCK PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
AMENDED AND RESTATED 1999 DIRECTOR OPTION PLAN
(Full title of the plan)
_____________________
Carl J. Yankowski
Palm, Inc.
5470 Great America Parkway
Santa Clara, California 95052
(408) 326-9000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_____________________
Copies to:
Larry W. Sonsini , Esq. Stephen Yu, Esq.
Katharine A. Martin, Esq. Palm, Inc.
Wilson, Sonsini, Goodrich & Rosati 5470 Great America Parkway
Professional Corporation Santa Clara, CA 95052
650 Page Mill Road (408) 326-9000
Palo Alto, CA 94304
(650) 493-9300
_____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share (1) Price (1) Fee
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<S> <C> <C> <C> <C>
Common Stock $0.001 par value
to be issued under the Palm, Inc.
1999 Stock Plan................................. 25,000,000 shares $51.50 $1,287,500,000.00 $339,900.00
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Common Stock $0.001 par value
to be issued under the Palm, Inc.
1999 Employee Stock Purchase Plan............... 10,000,000 shares $51.50 $ 515,000,000.00 $135,960.00
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Common Stock $0.001 par value
to be issued under the Palm, Inc.
Amended and Restated 1999 Director Option Plan.. 500,000 shares $51.50 $ 25,750,000.00 $ 6,798.00
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Total.......................................... 35,500,000 shares $51.50 $1,828,250,000.00 $482,658.00
=====================================================================================================================
</TABLE>
(1) Computed in accordance with Rules 457(h) and (c) under the Securities Act
of 1933, as amended (the "Securities Act"), solely for the purpose of
calculating the registration fee. The proposed maximum offering price per
share is estimated based upon the average between the high and low sales
price reported on the Nasdaq National Market on September 27, 2000, which
is equal to $51.50 per share, pursuant to Rule 457(c) under the Securities
Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") and are incorporated
herein by reference:
(a) Registrant's Annual Report on Form 10-K for the Fiscal year ended
June 2, 2000 filed with the Commission on August 16, 2000.
(b) Not applicable.
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed on February 18, 2000 pursuant to
Section 12 of the Exchange Act and 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 to the registration statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
the filing of such documents; except as to any portion of any future annual or
quarterly report to stockholders or document that is not deemed filed under such
provisions. For the purposes of this registration statement, any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded 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.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Registrant is incorporated under the laws of the State of Delaware.
Section 145 ("Section 145") of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (the "General
Corporation Law"), inter alia, provides that a Delaware corporation may
indemnify any persons who were, are or are threatened to be made, parties to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was illegal.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
Registrant's Certificate of Incorporation, as amended, and Bylaws, as
amended, provide for the indemnification of officers and directors to the
fullest extent permitted by the General Corporation Law.
All of Registrant's directors and officers will be covered by insurance
policies maintained by Registrant against certain liabilities for actions taken
in their capacities as such, including liabilities under the Securities Act of
1933, as amended. In addition, Registrant has entered into indemnity agreements
with its directors and executive officers that obligate the Company to indemnify
such directors and executive officers to the fullest extent permitted by the
General Corporation Law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
<PAGE>
Item 8. Exhibits.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation.
10.1 1999 Stock Plan (incorporated by reference to Registrant's
Registration Statement on Form S-1).
10.3 1999 Employee Stock Purchase Plan (incorporated by reference to
Registrant's Registration Statement on Form S-1).
10.5 Amended and Restated 1999 Director Option Plan.
23.1 Consent of Independent Auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page).
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration statement;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 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.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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 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 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 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santa
Clara, State of California on October 2, 2000.
/s/ Carl J. Yankowski
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Carl J. Yankowski
Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Carl J. Yankowski, Judy Bruner and Stephen Yu,
and each of them, his or her attorneys-in fact, each with the power of
substitution, for him or her in any and all capacities, to sign any and all
amendments to this Registration Statement (including post-effective statements),
and to sign any registration statement for the same offering covered by this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, as amended, and all post-
effective amendments thereto, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
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 to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that such attorneys-in-fact, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. This Power
of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on October 2,
2000 in the capacities indicated.
Signature Title
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/s/ Carl J. Yankowski Chief Executive Officer and Director
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Carl J. Yankowski (Principal Executive Officer)
/s/ Judy Bruner Senior Vice President and Chief Financial
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Judy Bruner Officer (Principal Financial and
Accounting Officer)
/s/ Eric A. Benhamou Director
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Eric A. Benhamou
/s/ Gordon A. Campbell Director
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Gordon A. Campbell
/s/ Jean-Jacques Damlamian Director
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Jean-Jacques Damlamian
/s/ Michael Homer Director
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Michael Homer
/s/ David C. Nagel Director
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David C. Nagel
/s/ Susan G. Swenson Director
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Susan G. Swenson
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EXHIBIT INDEX
Exhibit
Number Document Description
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation.
10.1 1999 Stock Plan (incorporated by reference to Registrant's
Registration Statement on Form S-1).
10.3 1999 Employee Stock Purchase Plan (incorporated by reference to
Registrant's Registration Statement on Form S-1).
10.5 Amended and Restated 1999 Director Option Plan.
23.1 Consent of Independent Auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page).
