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As filed with the Securities and Exchange Commission on September 15, 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
CORIO, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 77-0492528
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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959 Skyway Road, Suite 100
San Carlos, California 94070
(650) 232-3000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
1998 Stock Plan
2000 Employee Stock Purchase Plan
(Full title of the plans)
GEORGE KADIFA
President and Chief Executive Officer
CORIO, INC.
959 Skyway Road, Suite 100
San Carlos, CA 94070
(650) 232-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
HOWARD S. ZEPRUN, ESQ.
CAINE T. MOSS, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED PROPOSED
TO BE MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF REGISTERED OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED (SHARES) PER SHARE OFFERING PRICE REGISTRATION FEE
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1998 Stock Option Plan
Common Stock, $0.001 par value
(shares issuable under)(1)...................... 9,845,272 $ 3.2346 $ 31,845,516.81 $ 8,407.22
1998 Stock Option Plan
Common Stock, $0.001 par value
(shares available for future grant)(2).......... 6,395,698 $ 11.5312 $ 73,750,072.77 $ 19,470.02
TOTAL 1998 STOCK OPTION PLAN SHARES REGISTERED 16,240,970
2000 Employee Stock Purchase Plan
Common Stock, $0.001 par value(3)............... 1,000,000 $ 11.5312 $ 11,531,200.00 $ 3,044.24
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TOTAL REGISTRATION FEES............................ $ 30,921.48
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(1) The computation is based upon the weighted average exercise price per share
of $3.23 as to 9,845,272 outstanding but unexercised options to purchase
Common Stock under the 1998 Stock Option Plan (the "Currently Outstanding
Options").
(2) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(c) under the Securities Act of 1933 as to the
remaining 6,395,698 shares of Common Stock authorized for issuance pursuant
to the 1998 Stock Plan, solely for the purpose of calculating the
registration fee. No options have been granted with respect to such shares.
The computation is based upon the average of the high and low price of the
Common Stock as reported on the Nasdaq National Market on September 12,
2000, which average was $11.5312, because the price at which the options to
be granted in the future may be exercised is not currently determinable.
(3) The Proposed Maximum Offering Price Per Share has been 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 upon
85% (see explanation in following sentence) of the average of the high and
low price of the Common Stock as reported on the Nasdaq National Market on
September 12, 2000, which average was $11.5312, because the price at which
the options to be granted in the future may be exercised is not currently
determinable. Pursuant to the Employee Stock Purchase Plan, which plan is
incorporated by reference herein, the Purchase Price of a share of Common
Stock shall mean an amount equal to 85% of the Fair Market Value of a share
of Common Stock on the Enrollment Date or the Exercise Date, whichever is
lower.
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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 (the "SEC"):
(a) The Company's Registration Statement on Form S-1 (File No. 333-35402)
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 description of the Registrant's Common Stock to be offered hereby
which is contained in 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 July 12, 2000, and any further amendment or report filed hereafter for
the purpose of updating any such description.
(c) The Company's Form 10-Q (File No. 000-31003), filed pursuant to
Section 12 of the Exchange Act, on August 14, 2000, and any further amendment or
report filed hereafter for the purpose of updating any such description.
(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.
The validity of the issuance of shares of Common Stock offered hereby will
be passed upon by Wilson Sonsini Goodrich & Rosati, Professional Corporation
("WSGR"), Palo Alto, California. Howard S. Zeprun, a member of WSGR, is the
Assistant Secretary of the Registrant. As of the date of this Registration
statement, certain members of Wilson Sonsini Goodrich & Rosati, and investment
partnerships in which such persons are partners, beneficially own up to an
aggregate of 31,430 shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporations Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain conditions for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article VI of the Company's Bylaws provides
for the mandatory indemnification of its directors, officers, employees and
other agents to the maximum extent permitted by Delaware General Corporation
Law, and the Company has entered into agreements with its officers, directors
and certain key employees implementing such indemnification.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit Number
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4.1* Amended and Restated Certificate of Incorporation of Registrant
4.2* Bylaws of Registrant
4.3* 1998 Stock Plan, as amended
4.4* 2000 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
legality of securities being registered (Counsel to the
Corporation)
23.1 Consent of KPMG LLP (Independent Auditors)
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C.
(included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-35402), as amended, declared effective by the
Securities and Exchange Commission on July 20, 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 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.
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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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Corio, Inc., a Delaware corporation, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on this Registration
Statement 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 Carlos, State of California, on September 15, 2000.
CORIO, INC.
By: /s/ George Kadifa
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George Kadifa,
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George Kadifa and Eric Keller, jointly
and severally, his attorneys-in-fact, each with the 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
substitution or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on September 15, 2000 by the following persons in the
capacities indicated.
CORIO, INC.
By: /s/ George Kadifa
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George Kadifa,
President and Chief Executive Officer
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SIGNATURE TITLE DATE
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/s/ George Kadifa President and Chief Executive Officer and September 15, 2000
--------------------------------- Director (Principal Executive Officer)
George Kadifa Executive Vice-President and Chief
/s/ Eric J. Keller Financial Officer (Principal Financial and September 15, 2000
--------------------------------- Accounting Officer)
Eric J. Keller
/s/ Jonathan J. Lee Chief Strategy Officer September 15, 2000
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Jonathan J. Lee
/s/ Vinod Khosla Director September 15, 2000
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Vinod Khosla
/s/ Aneel Bhusri Director September 15, 2000
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Aneel Bhusri
/s/ Ted E. Schlein Director September 15, 2000
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Ted E. Schlein
/s/ Roger Siboni Director September 15, 2000
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Roger Siboni
/s/ George J. Still Director September 15, 2000
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George J. Still
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INDEX TO EXHIBITS
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Exhibit Number
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4.1* Amended and Restated Certificate of Incorporation of Registrant
4.2* Bylaws of Registrant
4.3* 1998 Stock Plan, as amended
4.4* 2000 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
legality of securities being registered (Counsel to the
Corporation)
23.1 Consent of KPMG LLP (Independent Auditors)
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C.
(included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-35402), as amended, declared effective by the
Securities and Exchange Commission on July 20, 2000.
