<PAGE>
As filed with the Securities and Exchange Commission on April 8, 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
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.
Aaron J. Alter, Esq. Palm, Inc.
Katharine A. Martin, Esq. 5470 Great America Parkway
Wilson, Sonsini, Goodrich & Rosati Santa Clara, CA 95052
Professional Corporation (408) 326-9000
650 Page Mill Road
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 (1)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $0.001 par value 20,000,000 shares $36.78 $735,600,000 $194,198
to be issued under the Palm, Inc.
1999 Stock Plan.................................
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock $0.001 par value 5,000,000 shares $36.78 $183,900,000 $ 48,550
to be issued under the Palm, Inc.
1999 Employee Stock Purchase Plan...............
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock $0.001 par value 500,000 shares $36.78 $ 18,390,000 $ 4,855
to be issued under the Palm, Inc.
1999 Director Option Plan.......................
- ----------------------------------------------------------------------------------------------------------------------------
Total.......................................... 25,500,000 shares $36.78 $937,890,000 $247,603
============================================================================================================================
</TABLE>
(1) Computed in accordance with Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act"). Estimated pursuant to Rule 457(c) under the
Securities Act whereby the per share price is the average between the high
and low sales price reported on the Nasdaq National Market on April 4, 2000,
which averaged $36.78.
<PAGE>
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 Registration Statement on Form S-1 filed with the SEC on
December 13, 1999, including the exhibits thereto, as amended by Amendment No. 1
thereto filed on January 6, 2000, Amendment No. 2 thereto filed on January 28,
2000, Amendment No. 3 thereto filed on February 8, 2000, Amendment No. 4 thereto
filed on February 25, 2000, Amendment No. 5 thereto filed on February 28, 2000,
Amendment No. 6 thereto filed on February 29, 2000, Amendment No. 7 thereto
filed on March 1, 2000 and Registrant's Prospectus filed pursuant to Rule 424(b)
of the Securities Act on March 2, 2000.
(b) 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.
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.
<PAGE>
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 a 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.
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 1999 Director Option Plan (incorporated by reference to Registrant's
Registration Statement on Form S-1).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation.
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.
<PAGE>
(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.
<PAGE>
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 April 7, 2000.
/s/ Carl J. Yankowski
-----------------------------------------
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 April 7, 2000
in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Carl J. Yankowski Chief Executive Officer and Director (Principal Executive Officer)
- -----------------------------------------
Carl J. Yankowski
/s/ Judy Bruner Senior Vice President and Chief Financial Officer (Principal Financial and
- -----------------------------------------
Judy Bruner Accounting Officer)
/s/ Eric A. Benhamou Director
- -----------------------------------------
Eric A. Benhamou
/s/ James L Barksdale Director
- -----------------------------------------
James L. Barksdale
/s/ Gordon A. Campbell Director
- -----------------------------------------
Gordon A. Campbell
/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
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Document Description
- ------- ----------------------------------------------------------------------
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 1999 Director Option Plan (incorporated by reference to Registrant's
Registration Statement on Form S-1).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation.
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).
<PAGE>
EXHIBIT 5.1
April 7, 2000
Palm, Inc.
5470 Great America Parkway
Santa Clara, CA 95052
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about April 7, 2000 (as such
may thereafter be amended or supplemented the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as amended,
of 25,500,000 shares of your Common Stock (the "Stock") that are to be issued
pursuant to the Palm, Inc. ("Palm") 1999 Stock Plan, 1999 Employee Stock
Purchase Plan and 1999 Director Option Plan (collectively the "Plans"). As your
legal counsel, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares under the Plans and pursuant to the agreements.
It is our opinion that, when issued and sold in the manner referred to in
the Plans and pursuant to the agreements that accompany the Plans, the Shares
will be duly authorized, legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 29, 1999 (January 24, 2000 as
to the third, fourth and fifth paragraphs of Note 13 and as to Note 15 and
February 28, 2000 as to the sixth paragraph of Note 13), relating to the
consolidated financial statements of Palm, Inc. as of May 28, 1999, May 31, 1998
and May 26, 1997, which appears in the Registration Statement on Form S-1 (No.
333-92657), which is incorporated by reference in this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
April 3, 2000
