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As filed with the Securities and Exchange Commission on August 11, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VINA TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 77-0432782
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
39745 EUREKA DRIVE
NEWARK, CALIFORNIA 94560
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(Address of Principal Executive Offices) (Zip Code)
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2000 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plans)
Copy to:
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STEVEN M. BAUMAN
President and Chief Executive Officer STANTON D. WONG
VINA Technologies, Inc. Pillsbury Madison & Sutro LLP
39745 Eureka Drive P.O. Box 7880
Newark, CA 94560 San Francisco, CA 94120-7880
(510) 492-0800 (415) 983-1000
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(Name, address and telephone number,
including area code, of agent for
service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION
PER SHARE(1) PRICE(1) FEE
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Common Stock, par
value $0.0001....... 1,000,000 shares $13.94 $13,940,000 $3,680
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based upon the average of the high and low prices as
reported on the Nasdaq National Market on August 10, 2000.
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The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:
(1) Registrant's prospectus dated August 10, 2000 filed pursuant to Rule
424(b) under the Securities Act of 1933 (in connection with Registrant's
Registration Statement on Form S-1, File No. 333-36398 (the "Form S-1
Registration Statement")), which contains our audited consolidated financial
statements for the fiscal years ended December 31, 1997, 1998 and 1999.
(2) The description of Registrant's Common Stock contained in
Registrant's registration statement on Form 8-A, filed July 20, 2000.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Article VIII of the Registrant's
Restated Certificate of Incorporation (Exhibit 3.(i)2 to the Form S-1
Registration Agreement) and Article V of the Registrant's Bylaws (Exhibit
3.(ii)2 to the Form S-1 Registration Agreement) provide for indemnification of
the
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Registrant's directors, officers, employees and other agents to the extent and
under the circumstances permitted by the Delaware General Corporation Law. The
Registrant has also entered into agreements with its directors and officers that
will require the Registrant, among other things, to indemnify them against
certain liabilities that may arise by reason of their status or service as
directors or officers to the fullest extent not prohibited by law (Exhibit 10.5
to the Form S-1 Registration Statement).
The Underwriting Agreement (Exhibit 1.1 to the Form S-1 Registration
Statement) provides for indemnification by the Underwriters of the Registrant,
its directors and officers, and by the Registrant of the Underwriters, for
certain liabilities, including liabilities arising under the Act, and affords
certain rights of contribution with respect thereto.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
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;
(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 registration statement is on Form S-3 or Form S-8, and 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 Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 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 of 1933 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 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 Newark, State of California, on
August 11, 2000.
VINA TECHNOLOGIES, INC.
By /s/ STEVEN M. BAUMAN
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Steven M. Bauman
President and Chief Executive Officer
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 date indicated:
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Name Title Date
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/s/ STEVEN M. BAUMAN Chief Executive Officer, August 11, 2000
------------------------------ President and Director (Principal
Steven M. Bauman Executive Officer)
* Vice President, Finance and August 11, 2000
------------------------------ Administration and Chief
Stanley E. Kazmierczak Financial Officer (Principal
Financial and Accounting Officer)
* Director August 11, 2000
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Jeffrey M. Drazan
* Director August 11, 2000
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John F. Malone
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Name Title Date
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* Director August 11, 2000
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Frank J. Marshall
* Director August 11, 2000
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Philip J. Quigley
* Director August 11, 2000
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Joshua W. Soske
* Director August 11, 2000
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W. Michael West
*By: /s/ STEVEN M. BAUMAN
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Steven M. Bauman
Attorney in Fact August 11, 2000
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INDEX TO EXHIBITS
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Number Exhibit
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5.1 Opinion regarding legality of securities to be offered.
23.1 Independent Auditors' Consent.
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
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