As filed with the Securities and Exchange Commission on August 8, 2000
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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FILENET CORPORATION
Delaware 95-3757924
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
3565 Harbor Boulevard
Costa Mesa, California 92626
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FILENET CORPORATION 1995 STOCK OPTION PLAN
FILENET CORPORATION 1998 EMPLOYEE STOCK PURCHASE PLAN
FILENET CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
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Lee D. Roberts
President and Chief Executive Officer
FILENET CORPORATION
3565 Harbor Boulevard, Costa Mesa, California 92626
(714) 327-3400
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Masimum Proposed Maximum
Title of Securities Amount to Offering Price per Aggregate Offering Amount of
to be Registered be Registered (1) Share Price Registration Fee
--------------------- ------------------- -------------------- -------------------- ------------------
<S> <C> <C> <C> <C>
FileNET Corp. 1995 Stock Option
Plan
Common Stock, $0.01 par value 1,350,000 shares $16.06(2) $21,684,375.00(2) $5,724.68
FileNET Corp. 1998 Employee Stock
Purchase Plan
Common Stock, $0.01 par value 340,000 shares $16.06(2) $5,461,250.00(2) $1,441.77
FileNET Corp. International
Employee Stock Purchase Plan
Common Stock, $0.01 par value 340,000 shares $16.06(2) $5,461,250.00(2) $1,441.77
</TABLE>
Aggregate Filing Fee $8,608.22
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the FileNET Corporation 1995 Stock
Option Plan, the FileNET Corporation 1998 Employee Stock Purchase Plan, or
the FileNET Corporation International Employee Stock Purchase Plan by
reason of any stock dividend, stock split, recapitalization or any other
similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of outstanding
shares of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of Registrant's Common Stock on August 3,
2000, as reported on the Nasdaq National Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
FileNET Corporation (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed with the Commission on March 30, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q for fiscal quarter
ended March 31, 2000 filed with the Commission on May 15, 2000.
(c) The Registrant's Registration Statement No. 0-15997 on Form 8-A filed
with the Commission on June 24, 1987, in which there is described the
terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), after the date of this Registration Statement and
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 into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Pursuant to the provisions of Section 145 of the General Corporation Law of
Delaware, the Registrant as a Delaware corporation has power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the Registrant) by reason of the fact that he or
she is or was a director, officer, employee or agent of the Registrant or of any
corporation, partnership, joint venture, trust or other enterprise for which he
or she is or was serving in such capacity at the request of the Registrant,
against any and all expenses, judgments, fines and amounts paid in settlement
which were reasonably incurred by him or her in connection with such action,
suit or proceeding. The power to indemnify applies only if such person acted in
good faith and in a manner he or she reasonably believed to be in the best
interests, or not opposed to the best interests, of the Registrant and, with
respect to any criminal action or proceeding, if he or she had no reasonable
cause to believe his or her conduct was unlawful.
The power to indemnify also applies to actions brought by or in the right
of the Registrant, but only to the extent of defense and settlement expenses and
not to any satisfaction of a judgment or settlement of the claim itself. In such
actions, however, no indemnification will be made if there is any adjudication
of negligence or misconduct, unless the court, in its discretion, feels that in
the light of all the circumstances indemnification should apply.
II-1
<PAGE>
To the extent any such person is successful in the defense of the actions
referred to above, such person is entitled pursuant to Section 145 of the
General Corporation Law of Delaware to indemnification as described above.
Section 145 also grants power to advance litigation expenses upon receipt of an
undertaking on the part of the recipient to repay such advances in the event no
right to indemnification is subsequently shown. The Registrant may also obtain
insurance at its expense to protect anyone who might be indemnified, or has a
right to insist on indemnification, under the statute.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit No. Exhibit
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<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration
Statement on Form 8-A, together with the exhibits thereto, which is incorporated herein by
reference pursuant to Item 3(c) of this Registration Statement.
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Independent Auditors' Consent-- Deloitte & Touche LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 FileNET Corporation 1995 Stock Option Plan (as Amended and Restated Through March 31, 2000).
99.2 FileNET Corporation 1998 Employee Stock Purchase Plan (as Amended and Restated Through March
31, 2000).
99.3 FileNET Corporation International Employee Stock Purchase Plan (as Amended and Restated Through
May 20, 2000).
</TABLE>
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, as amended
(the "1933 Act"), (ii) to reflect in the prospectus any facts or
events arising after the effective date of this 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 this Registration Statement, and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if 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 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any
liability under the 1933 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; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold upon the termination of the Registrant's 1995 Stock
Option Plan, 1998 Employee Stock Purchase Plan and/or International
Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act that is incorporated by reference into this
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.
II-2
<PAGE>
C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnity provisions summarized in Item 6
or otherwise, the Registrant has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in
the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Costa Mesa, State of California on August 8, 2000.
FILENET CORPORATION
By: _________________________________________
/s/Lee D. Roberts
Lee D. Roberts
President, Chief Executive Officer
and Director (Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of FileNET Corporation, a
Delaware corporation, do hereby constitute and appoint Lee D. Roberts the lawful
attorney-in-fact and agent, with full power and authority to do any and all acts
and things and to execute any and all instruments which said attorney and agent
determines may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulation or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement and to any and all instruments or documents filed as part
of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorney and agent shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
_____________________ President, Chief Executive Officer, August 8, 2000
/s/Lee D. Roberts Acting Chief Financial Officer, and
Director (Principal Executive Officer
and Principal Accounting Officer)
II-4
<PAGE>
Signatures Title Date
_____________________ Chairman of the Board August 8, 2000
/s/Theodore J. Smith
_____________________ Director August 8, 2000
/s/John C. Savage
_____________________ Director August 8, 2000
/s/William P. Lyons
_____________________ Director August 8, 2000
/s/L. George Klaus
_____________________ Director August 8, 2000
/s/ Roger S. Siboni
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
FILENET CORPORATION
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
=========== =======
<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration
Statement on Form 8-A, together with the exhibits thereto, which is incorporated herein by
reference pursuant to Item 3(c) of this Registration Statement.
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Independent Auditors' Consent-- Deloitte & Touche LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 FileNET Corporation 1995 Stock Option Plan (as Amended and Restated Through March 31, 2000).
99.2 FileNET Corporation 1998 Employee Stock Purchase Plan (as Amended and Restated Through March
31, 2000).
99.3 FileNET Corporation International Employee Stock Purchase Plan (as Amended and Restated Through
May 20, 2000).
</TABLE>
<PAGE>
EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
August 8, 2000
FileNET Corporation
3565 Harbor Boulevard
Costa Mesa, CA 92626
Re: FileNET Corporation - Registration Statement for Offering of an
Aggregate of 1,690,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to FileNET Corporation, a Delaware corporation
(the "Company"), in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of (a)
an additional 1,350,000 shares of the Company's common stock reserved for
issuance under the Company's 1995 Stock Option Plan (the "Option Plan") and (b)
an additional 340,000 shares of the Company's common stock reserved for issuance
in the aggregate under the Company's 1998 Employee Stock Purchase Plan (the
"Purchase Plan"), and the Company's International Employee Stock Purchase Plan
(the "International Plan").
This opinion is being furnished in accordance with the requirements of Item
8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment and
amendment of the Option Plan, the Purchase Plan and the International Plan.
Based on such review, we are of the opinion that if, as and when the shares of
the Company's common stock are issued and sold (and the consideration therefor
received) pursuant to (i) the provisions of option agreements or direct stock
issuances duly authorized under the Option Plan and in accordance with the
Registration Statement, (ii) stock purchases duly authorized under the Purchase
Plan and in accordance with the Registration Statement, and (iii) stock
purchases duly authorized under the International Plan and in accordance with
the Registration Statement, such shares will be duly authorized, legally issued,
fully paid and non-assessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Option Plan, the Purchase Plan and the International Plan or the shares of the
Company's common stock issuable under those plans.
Very truly yours,
/s/BROBECK, PHLEGER & HARRISON LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
FileNET Corporation on Form S-8 of our reports dated January 25, 2000, appearing
in the Annual Report on Form 10-K of FileNET Corporation for the year ended
December 31, 1999.
/s/Deloitte & Touche LLP
Costa Mesa, California
August 7, 2000
