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As filed with the Securities and Exchange Commission on August 18, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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SOFTWARE TECHNOLOGIES CORPORATION
(Exact name of Registrant as specified in its charter)
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404 E. Huntington Avenue
California Monrovia, California 91016 95-4249153
(State of Incorporation) (Address of principal executive offices, including zip code) (IRS Employer Identification Number)
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1997 Stock Plan
1998 Stock Plan
2000 Employee Stock Purchase Plan
(Full title of the plans)
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Barry J. Plaga
Senior Vice President and Chief Financial Officer
SOFTWARE TECHNOLOGIES CORPORATION
404 E. Huntington Avenue
Monrovia, California 91016
(626) 471-6000
(Name, address and telephone number of agent for service)
Copy to:
J. Robert Suffoletta, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
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Common Stock, no par value, to be issued under
the 1997 Stock Plan 4,806,503 $1.58643(2) $ 7,625,180.55 $ 2,013.05
Common Stock, no par value, to be issued under
the 1998 Stock Plan 4,394,320 $21.03125(1) $92,418,042.50 $24,398.36
9,519,773 $6.43636(2) $61,272,686.14 $16,176.00
Common Stock, no par value, to be issued under
the 2000 Employee Stock Purchase Plan 2,250,000 $17.8765625(1) $40,222,265.62 $10,618.68
TOTAL: 20,970,596 $53,206.09
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on the price of $21.03125 per share,
which was the average of the high and low prices per share of the Common
Stock as reported on the Nasdaq National Market on August 14, 2000 (the
"Market Price"). The price per share for the Employee Stock Purchase Plan
is 85% of the Market Price.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on the weighted average price of the
outstanding options as of June 30, 2000.
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SOFTWARE TECHNOLOGIES CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:
(a) The Company's Registration Statement on Form S-1 (File No.
333-30648) as amended (the "Registration Statement"), filed pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
Company's initial public offering of its Common Stock.
(b) The Company's Registration Statement on Form 8-A filed pursuant
to Section 12 of the Securities and Exchange Act 1934 (the "Exchange Act") on
April 3, 2000, and any further amendment or report filed hereafter for the
purpose of updating any such description.
(c) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000 and June 30, 2000.
(d) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement 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 part hereof from the date of
filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Counsel for the Company, Wilson Sonsini Goodrich & Rosati, P.C., 650 Page
Mill Road, Palo Alto, California 94304, has rendered an opinion as to validity
of the Common Stock offered hereby. As of the date of this Registration
Statement, certain members of Wilson Sonsini Goodrich & Rosati, P.C. and
investment partnerships in which such persons are partners, beneficially owned
128,264 shares of the Company's Common Stock. Jeffrey D. Saper, a member of
Wilson Sonsini Goodrich & Rosati, P.C., serves as the Secretary of the Company.
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Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation limits the liability of directors
to the maximum extent permitted by California law. California law provides that
directors of a corporation will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except liability for: (i) any
breach of their duty of loyalty to the corporation or its stockholders; (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) unlawful payments of dividends or unlawful stock
repurchases or redemption; or (iv) any transaction from which the director
derived an improper personal benefit. This limitation of liability does not
apply to liabilities arising under the federal securities laws and does not
affect the availability of equitable remedies such as injunctive relief or
rescission.
The Company's Articles of Incorporation and Bylaws provide that the Company
shall indemnify the Company's directors and executive officers and may indemnify
other officers and employees and the Company's agents to the fullest extent
permitted by law. The Company believes that indemnification under the Company's
Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Company's Bylaws also permit us to secure insurance on
behalf of any officer, director, employee or other agent for any liability
arising out of his or her actions in that capacity, regardless of whether the
Bylaws would permit indemnification. The Company has director and officer
liability insurance that covers matters, including matters arising under the
Securities Act.
The Company has entered into agreements to indemnify the Company's
directors and executive officers, in addition to indemnification provided for in
the Company's Bylaws. These agreements, among other things, provide for
indemnification of the Company's directors and executive officers for judgments,
fines, settlement amounts and expenses, including attorneys' fees, incurred by
any of these persons in any action or proceeding, including any action by or in
the right of Company, arising out of that person's services as a director or
executive officer of the Company's, any subsidiary of the Company's or any other
company or enterprise to which the person provides services at the Company's
request. The Company believes that these provisions and agreements are necessary
to attract and retain qualified persons as directors and executive officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
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Exhibit
Number Description
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4.1* 1997 Stock Plan, as amended
4.2* 1998 Stock Plan, as amended
4.3* 2000 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C.
(contained in Exhibit 5.1)
24.1 Power of Attorney (See page 10)
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-30648), as amended, declared effective by the
Securities and Exchange Commission on April 27, 2000.
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 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.
(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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of a report by
the registrant 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
Securities 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
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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 Securities 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
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 Monrovia, State of California, on August 16, 2000
SOFTWARE TECHNOLOGIES CORPORATION
By: /s/ BARRY J. PLAGA
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Barry J. Plaga
Senior Vice President
& Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James T. Demetriades and Barry J. Plaga,
jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, 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 on August 16, 2000.
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Signature Title
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/s/ JAMES T. DEMETRIADES Chairman of the Board of Directors,
--------------------------------------- President & Chief Executive Officer
James T. Demetriades (Principal Executive Officer)
/s/ BARRY J. PLAGA Senior Vice President
--------------------------------------- (Principal & Chief Financial Officer
Barry J. Plaga Financial and Accounting Officer)
/s/ STERGE T. DEMETRIADES Director
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Sterge T. Demetriades
/s/ SALAH M. HASSANEIN Director
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Salah M. Hassanein
/s/ RAYMOND J. LANE Director
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Raymond J. Lane
/s/ GEORGE J. STILL Director
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George J. Still
/s/ JACKSON L. WILSON, JR. Director
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Jackson L. Wilson, Jr.
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INDEX TO EXHIBITS
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Exhibit
Number Description
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4.1* 1997 Stock Plan, as amended
4.2* 1998 Stock Plan, as amended
4.3* 2000 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C.
(contained in Exhibit 5.1)
24.1 Power of Attorney (See page 10)
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-30648), as amended, declared effective by the
Securities and Exchange Commission on April 27, 2000.
