<PAGE>
As filed with the Securities and Exchange Commission on August 21, 1998
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------
ECHELON CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0203595
-------- ----------
(State of incorporation) (I.R.S. Employer Identification No.)
4015 Miranda Avenue
Palo Alto, California 94304
(Address, including zip code, of principal executive offices)
----------------------------------------
1988 STOCK OPTION PLAN
1997 STOCK PLAN
1998 DIRECTOR OPTION PLAN
(Full Titles of the Plans)
-------------------------------------
M. Kenneth Oshman
Chairman of the Board, President
and Chief Executive Officer
Echelon Corporation
4015 Miranda Avenue
Palo Alto, California 94304
(Name and address of agent for service)
(650) 855-7400
(Telephone number, including area code, of agent for service)
-------------------------------------
Copies to:
LARRY W. SONSINI, ESQ.
JOHN V. ROOS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
===============================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration
be Registered Registered(1) Price Per Share(2) Offering Price(2) Fee
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------
Common Stock,
$.01 par value 7,906,804 $3.7644 $29,764,429.42 $8,780.51
=========================================================================================
</TABLE>
(1) Includes 1,775,641 shares to be registered under the 1988 Stock Option Plan
(the "1988 Plan"), 5,831,163 shares to be registered under the 1997 Stock
Plan (the "1997 Plan"), and 300,000 shares to be registered under the 1998
Director Option Plan (the "Director Plan").
(2) The Proposed Maximum Offering Price Per Share was estimated in part
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), and in part pursuant to Rule 457(c) under the Securities
Act. With respect to (i) 1,775,641 shares which are subject to outstanding
options to purchase Common Stock under the 1988 Plan, (ii) 2,706,438 shares
which are subject to outstanding options to purchase Common Stock under the
1997 Plan, and (iii) 60,000 shares which are subject to outstanding options
to purchase Common Stock under the Director Plan, the Proposed Maximum
Offering Price Per Share was estimated pursuant to Rule 457(h) under which
Rule the per share price of options to purchase stock under an employee
stock option plan may be estimated by reference to the exercise price of
such options. The weighted average exercise price of the 1,775,641 shares
subject to outstanding options under the 1988 Plan is $1.24. The weighted
average exercise price of the 2,706,438 shares subject to outstanding
options under the 1997 Plan is $3.23. The weighted average exercise price
of the 60,000 shares subject to outstanding options under the Director
Plan is $7.00. With respect to 3,124,725 shares of Common Stock available
for future grant under the 1997 Plan, and (ii) 240,000 shares of Common
Stock available for future grant under the Director Plan, the estimated
Proposed Maximum Offering Price Per Share was estimated pursuant to
Rule 457(c) whereby the per share price was determined by reference to the
average between the high and low price reported in the Nasdaq National
Market on August 19, 1998, which average was $5.46875. The number
referenced above in the table entitled "Proposed Maximum Offering Price
per Share" represents a weighted average of the foregoing estimates
calculated in accordance with Rules 457(h) and 457(c).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS 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 Registrant's Registration Statement on Form S-1 (File No. 333-
55719) and amendments thereto, including the Prospectus dated July 27, 1998,
filed for the purpose of registering certain shares of the Registrant's Common
Stock under the Securities Act of 1933, as amended (the "Securities Act"), in
connection with the Registrant's initial public offering.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1998 filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act").
(c) The description of the Registrant's Common Stock to be offered hereby
is contained in the Registrant's Registration Statement on Form 8-A filed with
the Securities and Exchange Commission on June 2, 1998 pursuant to Section 12(g)
of the Exchange Act, 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 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
shares of Common Stock registered hereby will be passed upon for the Company by
Wilson Sonsini Goodrich & Rosati, Professional Corporation ("WSGR"), Palo Alto,
California. Messrs. Larry W. Sonsini and John V. Roos, who are members of WSGR,
own 2,500 and 5,000 shares, respectively, of Common Stock. In addition, 60,000
shares of Common Stock are held by partnership investment accounts of WSGR, in
which Messrs. Sonsini and Roos are participants. In addition, Mr. Sonsini holds
options to purchase 20,000 shares of Common Stock. Upon exercise of such
options, 10% of the shares shall be issued to Mr. Sonsini and 90% of the shares
shall be issued to the applicable partnership investment account of WSGR, in
which Mr. Sonsini and Mr. Roos are participants.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach or
alleged breach of their duty of care. In addition, as permitted by Section 145
of the Delaware General Corporation Law, the Bylaws of the Registrant provide
that: (i) the Registrant is required to indemnify its directors and executive
officers and persons serving in such capacities in other business enterprises
(including, for example, subsidiaries of the Registrant) at the Registrant's
request, to the fullest extent permitted by Delaware law, including in those
circumstances in which indemnification would otherwise be discretionary; (ii)
the Registrant may, in its discretion, indemnify employees and agents in those
circumstances where indemnification is not required by law; (iii) the Registrant
is required to advance expenses, as incurred, to its directors and executive
officers in connection with defending a proceeding (except that it is not
required to advance expenses to a person against whom the Registrant brings a
claim for breach of the duty of loyalty, failure to act in good faith,
intentional misconduct, knowing violation of law or deriving an improper
personal benefit; (iv) the rights conferred in the Bylaws are not exclusive, and
the Registrant is authorized to enter into indemnification agreements with its
directors, executive officers and employees; and (v) the Registrant may not
retroactively amend the Bylaw provisions in a way that is adverse to such
directors, executive officers and employees.
The Registrant's policy is to enter into indemnification agreements with
each of its directors and executive officers that provide the maximum indemnity
allowed to directors and executive officers by Section 145 of the Delaware
General Corporation Law and Bylaws, as well as certain additional procedural
protections. In addition, such indemnity agreements provide that directors and
executive officers will be indemnified to the fullest possible extent not
prohibited by law against all expenses (including attorney's fees) and
settlement amounts paid or incurred by them in any action or proceeding,
including any derivative action by or in the right of the Registrant, on account
of their services as directors or executive officers of the Registrant or as
directors or officers of any other Company or enterprise when they are serving
in such capacities at the request of the Registrant. The Company will not be
obligated pursuant to the indemnity agreements to indemnify or advance expenses
to an indemnified party with respect to proceedings or claims initiated by the
indemnified party and not by way of defense, except with respect to proceedings
specifically authorized by the Board of Directors or brought to enforce a right
to indemnification under the indemnity agreement, the Company's Bylaws or any
statute or law. Under the agreements, the Company is not obligated to indemnify
the indemnified party (i) for any expenses incurred by the indemnified party
with respect to any proceeding instituted by the indemnified party to enforce or
interpret the agreement, if a court of competent jurisdiction determines that
each of the material assertions made by the indemnified party in such proceeding
was not made in good faith or was frivolous; (ii) for any amounts paid in
settlement of a proceeding unless the Company consents to such settlement; (iii)
with respect to any proceeding brought by the Company against the indemnified
party for willful misconduct, unless a court determines that each of such claims
was not made in good faith or was frivolous; (iv) on account of any suit in
which judgment is rendered against the indemnified party for an accounting of
profits made from the purchase or sale by the indemnified party of securities of
the Company pursuant to the provisions of Section 16(b) of the Exchange Act and
related laws; (v) on account of the indemnified party's conduct which is finally
II-2
<PAGE>
adjudged to have been knowingly fraudulent or deliberately dishonest, or to
constitute willful misconduct or a knowing violation of the law; (vi) on account
of any conduct from which the indemnified party derived an improper personal
benefit; (vii) on account of conduct the indemnified party believed to be
contrary to the best interests of the Company or its stockholders; (viii) on
account of conduct that constituted a breach of the indemnified party's duty of
loyalty to the Company or its stockholders; or (ix) if a final decision by a
court having jurisdiction in the matter shall determine that such
indemnification is not lawful.
The indemnification provision in the Bylaws and the indemnification
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's officers and directors for liabilities arising under the Securities
Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
Exhibit
Number
------
10.1* 1988 Stock Option Plan and forms of related agreements.
10.2** 1997 Stock Plan and forms of related agreements.
10.3* 1998 Director Option Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as
to legality of securities being registered.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see Page II-5).
___________
* Incorporated by reference to the exhibit filed with the Registrant's
registration statement on Form S-1 (File No. 333-55719) filed with the
Securities and Exchange Commission on June 1, 1998.
** Incorporated by reference to the exhibit filed with Amendment No. 2 to the
Registrant's registration statement on Form S-1 (File No. 333-55719) filed
with the Securities and Exchange Commission on July 9, 1998.
ITEM 9. UNDERTAKINGS.
------------
(a) The undersigned Registrant hereby undertakes:
II-3
<PAGE>
(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.
(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.
II-4
<PAGE>
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 Palo Alto, State of California, on August 21, 1998.
ECHELON CORPORATION
By: /s/ M. Kenneth Oshman
--------------------------------------
M. Kenneth Oshman, Chairman of the
Board, President and Chief Executive
Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints M. Kenneth Oshman and Oliver R.
Stanfield, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this Registration
Statement on Form S-8 and to perform any acts necessary in order to file such
amendments, and each of the undersigned does hereby ratify and confirm all that
said attorneys and agents, or their or his substitutes, shall do or cause to be
done by virtue hereof.
II-5
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ M. Kenneth Oshman Chairman of the Board, President, August 21, 1998
- ------------------------------- and Chief Executive Officer
(M. Kenneth Oshman) (Principal Executive Officer)
/s/ Oliver R. Stanfield Vice President of Finance and Chief August 21, 1998
- ------------------------------- Financial Officer (Principal Financial
(Oliver R. Stanfield) Officer and Principal Accounting Officer)
/s/ Armas Clifford Markkula, Jr. Vice Chairman August 21, 1998
- --------------------------------
(Armas Clifford Markkula, Jr.)
/s/ Bertrand Cambou Director August 21, 1998
- -------------------------------
(Bertrand Cambou)
/s/ Robert R. Maxfield Director August 21, 1998
- -------------------------------
(Robert R. Maxfield)
/s/ Richard M. Moley Director August 21, 1998
- -------------------------------
(Richard M. Moley)
/s/ Arthur Rock Director August 21, 1998
- -------------------------------
(Arthur Rock)
/s/ Larry W. Sonsini Director August 21, 1998
- -------------------------------
(Larry W. Sonsini)
</TABLE>
II-6
<PAGE>
ECHELON CORPORATION
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- ----------------------------------------------------------------
10.1* 1988 Stock Option Plan and forms of related agreements.
10.2** 1997 Stock Plan and forms of related agreements.
10.3* 1998 Director Option Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.,
as to legality of securities being registered.
23.1 Consent Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see Page II-5).
___________
* Incorporated by reference to the exhibit filed with the Registrant's
registration statement on Form S-1 (File No. 333-55719) filed with the
Securities and Exchange Commission on June 1, 1998.
** Incorporated by reference to the exhibit filed with Amendment No. 2 to the
Registrant's registration statement on Form S-1 (File No. 333-55719) filed
with the Securities and Exchange Commission on July 9, 1998.
II-7
<PAGE>
EXHIBIT 5.1
-----------
August 21, 1998
Echelon Corporation
4015 Miranda Avenue
Palo Alto, CA 94304
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 August 21, 1998 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of (i) 1,775,641 shares of your Common Stock
reserved for issuance under the 1988 Stock Option Plan (the "1988 Plan"), (ii)
5,831,163 shares of your Common Stock reserved for issuance under the 1997 Stock
Plan (the "1997 Plan"), and (iii) 300,000 shares of your Common Stock reserved
for issuance under the 1998 Director Option Plan (the "Director Plan"). The
1,775,641 shares of Common Stock reserved under the 1988 Plan, the 5,831,163
shares of Common Stock reserved under the 1997 Plan, and the 300,000 shares of
Common Stock reserved under the Director Plan are referred to collectively
hereinafter as the "Shares," and the 1988 Plan, the 1997 Plan and the Director
Plan are referred to hereinafter collectively as the "Plans." As your legal
counsel, we have examined the proceedings taken and proposed to be taken in
connection with the issuance, sale and payment of consideration for the Shares
to be issued under the Plans.
It is our opinion that, when issued and sold in compliance with applicable
prospectus delivery requirements and in the manner referred to in the Plans and
pursuant to the agreements which accompany the Plans, the Shares will be legally
and validly issued, fully paid and non-assessable.
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 and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 17, 1998
included in Echelon Corporation's filing on Form S-1 (Registration No.
333-55719).
ARTHUR ANDERSEN LLP
/s/ Arthur Anderson LLP
San Jose, California
August 21, 1998
