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As filed with the Securities and Exchange Commission on October 24, 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
________________
AT ROAD, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-3209170
(State of incorporation) (I.R.S. Employer Identification No.)
47200 Bayside Parkway
Fremont, CA 94538
(Address of principal executive offices)
_______________________
1996 Stock Option Plan
2000 Stock Option Plan
2000 Directors' Stock Option Plan
2000 Employee Stock Purchase Plan
(Full title of the Plans)
_______________________
Thomas C. Hoster
Chief Financial Officer and Vice President, Finance & Administration
AT ROAD, INC.
47200 Bayside Parkway
Fremont, CA 94538
(510) 668-1638
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:
Mark Weeks
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Amount Maximum Maximum Amount of
Title of Securities to be Registered to be Offering Aggregate Registration
Registered(1) Price Per Offering Price Fee
Share
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<S> <C> <C> <C> <C>
1996 Stock Option Plan
Common Stock, $0.0001 par value........... 4,298,609 shares $3.603 (2) $ 15,487,888.23 $ 4,088.80
2000 Stock Option Plan
Common Stock, $0.0001 par value........... 250,000 shares $ 9.00 (2) $ 2,250,000.00 $ 594.00
Common Stock, $0.0001 par value........... 11,766,164 shares $6.438 (3) $ 75,744,680.75 $19,996.60
2000 Directors' Stock Option Plan
Common Stock, $0.0001 par value........... 1,200,000 shares $6.438 (3) $ 7,725,000.00 $ 2,039.40
2000 Employee Stock Purchase Plan
Common Stock, $0.0001 par value........... 5,850,000 shares $5.472 (4) $ 32,010,468.75 $ 8,450.76
TOTAL 23,364,773 shares $133,218,037.73 $35,169.56
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans 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) Computed in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. Computation
based on the weighted average per share exercise price (rounded to nearest
cent) of outstanding options under the referenced plan, the shares issuable
under which are registered hereby.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. The
computation with respect to unissued options is based upon the average of
the high and low prices reported in the consolidated reporting system by
The Nasdaq Stock Market on October 18, 2000.
(4) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. The
computation is based on the average of the high and low prices reported in
the consolidated reporting system by The Nasdaq Stock Market on October 18,
2000, multiplied by 85%, which is the percentage of the trading purchase
price applicable to purchases under the referenced Plan.
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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 Prospectus filed on September 29, 2000 pursuant to
Rule 424(b) of the Securities Act, which contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.
(b) Not Applicable.
(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 Securities Exchange Act of 1934 on September 12, 2000,
including 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 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 documents.
Item 4. Description of Securities. Not applicable.
-------------------------
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 Venture
Law Group in Menlo Park, California. As of the date of this Registration
Statement, attorneys of Venture Law Group and investment partnerships controlled
by Venture Law Group beneficially own an aggregate of 48,005 shares of the
Registrant's common stock.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under Delaware law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.
Item 7. Exemption from Registration Claimed. Not applicable.
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Item 8. Exhibits.
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Exhibit No.
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5.1 Opinion of Venture Law Group, a Professional
Corporation.
23.1 Consent of Venture Law Group, a Professional
Corporation (included in Exhibit 5.1).
23.2 Independent Auditors' consent.
24.1 Powers of Attorney (See signature page).
_______________
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Item 9. Undertakings.
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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 purposes 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.
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 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.
Insofar as the 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 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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
[Signature Pages Follow]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
AT ROAD, INC., a corporation organized and existing under the laws of the State
of Delaware, 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 Fremont, State of California, on this October
24, 2000.
AT ROAD, INC.
By: /s/ Thomas C. Hoster
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Thomas C. Hoster
Chief Financial Officer and Vice President,
Finance and Administration
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Krish Panu and Thomas C. Hoster, 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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Signature Title Date
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<S> <C> <C>
/s/ KRISH PANU Chairman of the Board of Directors, October 24, 2000
-------------------------------- President and Chief Executive Officer
Krish Panu
/s/ THOMAS C. HOSTER Vice President, Finance and Administration October 24, 2000
-------------------------------- and Chief Financial Officer
Thomas C. Hoster
/s/ RODRIC C. FAN Director and Chief Technology Officer October 24, 2000
--------------------------------
Rodric C. Fan
/s/ KRIS CHELLAM Director October 24, 2000
--------------------------------
Kris Chellam
/s/ STUART PHILLIPS Director October 24, 2000
--------------------------------
Stuart Phillips
/s/ ANDREW SHEEHAN Director October 24, 2000
--------------------------------
Andrew Sheehan
/s/ T. PETER THOMAS Director October 24, 2000
--------------------------------
T. Peter Thomas
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INDEX TO EXHIBITS
Exhibit
Number
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5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Independent Auditors' Consent
24.1 Powers of Attorney (See signature page)
