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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 1996
REGISTRATION NO. 33-97042
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMENDMENT NO. 1
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RATIONAL SOFTWARE CORPORATION
(FORMERLY VERDIX CORPORATION)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 54-1217099
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
2800 SAN TOMAS EXPRESSWAY
SANTA CLARA, CALIFORNIA 95051
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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RATIONAL SOFTWARE CORPORATION DIRECTORS' STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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ROBERT T. BOND
SENIOR VICE PRESIDENT, CHIEF OPERATING OFFICER,
CHIEF FINANCIAL OFFICER AND SECRETARY
RATIONAL SOFTWARE CORPORATION
2800 SAN TOMAS EXPRESSWAY
SANTA CLARA, CALIFORNIA 95051
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(408) 496-3600
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
CRAIG H. FACTOR, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
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THE UNDERSIGNED REGISTRANT HEREBY AMENDS THE DIRECTORS' STOCK OPTION
PLAN AS FOLLOWS:
1. EXHIBIT 4.6, AS PREVIOUSLY FILED WITH THE RATIONAL SOFTWARE
CORPORATION FORM S-8, HAS BEEN REPLACED WITH AN UPDATED
VERSION OF THE DIRECTORS' STOCK OPTION PLAN ATTACHED HERETO AS
AMENDED EXHIBIT 4.6.
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
4.6 RATIONAL SOFTWARE CORPORATION DIRECTORS' STOCK OPTION
PLAN
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/A and has duly
caused this Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, State of California, on
October 29, 1996.
RATIONAL SOFTWARE CORPORATION
By: /s/ Paul D. Levy
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Paul D. Levy,
Chairman of the Board 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 dates indicated:
<TABLE>
<S> <C>
Date: October 29, 1996 /s/ Michael T. Devlin *
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Michael T. Devlin,
President and Director
Date: October 29, 1996 /s/ Paul D. Levy
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Paul D. Levy, Chairman of the Board and Chief Executive Officer
Date: October 29, 1996 /s/ Robert T. Bond
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Robert T. Bond, Senior Vice President
Chief Operating Officer, Chief Financial Officer and Secretary
Date: October 29, 1996 /s/ James S. Campbell *
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James S. Campbell, Director
Date: October 29, 1996 /s/ Daniel H. Case, III *
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Daniel H. Case III, Director
Date: October 29, 1996 /s/ Leslie G. Denend *
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Leslie G. Denend, Director
Date: October 29, 1996 /s/ John E. Montague *
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John E. Montague, Director
Date: October 29, 1996 /s/ Allison R. Schleicher *
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Allison R. Schleicher, Director
Date: October 29, 1996 /s/ Timothy A. Brennan
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Timothy A. Brennan, Vice President,
Finance and Administration
(Principal Accounting Officer)
* By: /s/ Paul D. Levy
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Paul D. Levy
Attorney-In-Fact
</TABLE>
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Exhibit 4.6
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RATIONAL SOFTWARE CORPORATION
STOCK OPTION PLAN FOR DIRECTORS
Rational Software Corporation (the "Company") sets forth herein the terms of
this Stock Option Plan for Directors (the "Plan") as follows:
1. PURPOSE
The Plan is intended to advance the interests of the Company and its
subsidiaries by providing eligible individuals (as designated pursuant to
Section 3 below) with an opportunity to acquire or increase a proprietary
interest in the Company, which thereby will create a stronger incentive to
increase their efforts for the growth and success of the Company and its
subsidiaries, will encourage such eligible individuals to remain in the service
of the Company and will reward them for their efforts on the Company's behalf.
Each stock option granted under the Plan (an "Option") is not intended to be an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, or the corresponding provision of any subsequently-enacted
tax statute, as amended from time to time (the "Code").
2. STOCK
The stock that may be issued pursuant to Options granted under the Plan
shall be shares of Common Stock, par value $.01 per share, of the Company (the
"Stock"), which shares may be treasury shares or authorized but unissued shares.
The number of shares of Stock that may be issued pursuant to Options granted
under the Plan shall not exceed in the aggregate 566,664 shares, which number of
shares is subject to adjustment as provided in Section 14 below. If any Option
is cancelled by mutual consent or expires or terminates for any reason before
having been exercised in full, the
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unpurchased shares that were subject to the Option shall, unless the Plan has
then terminated, be available for other Options under the Plan.
3. ELIGIBILITY
Options shall be granted under the Plan to those individuals ("Eligible
Directors") who from time to time are serving as members of the board of
directors of the Company and who are not officers or employees of the Company or
one or more of its subsidiaries and who have not given the Company written
notice that they decline to receive a grant of Options hereunder. No person
shall have any discretion to select which Eligible Directors shall be granted
options or to determine the number of shares covered by options granted to
Eligible Directors.
An individual may hold more than one Option, subject to such restrictions as
are provided herein.
4. EFFECTIVE DATE AND TERM OF THE PLAN
(a) Effective Date. The Plan shall be effective as of August 23, 1991
subject to approval of the Plan on or before December 31, 1992 by an affirmative
majority vote of the votes cast at a duly held meeting of the shareholders of
the Company at which a quorum representing a majority of all outstanding voting
stock is, either in person or by proxy, present and voting on the amendment;
provided, however, that upon approval of the Plan by the shareholders of the
Company as set forth above, all Options granted under the Plan on or after the
effective date shall be fully effective as if the shareholders of the Company
had approved the Plan on the effective date. If the shareholders fail to approve
the Plan on or before December 31, 1992, any Options granted hereunder shall be
null and void and of no effect.
(b) Term. The Plan shall terminate on August 23, 2001.
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5. OPTION GRANTS
(a) Any Eligible Director serving on the Company's Board of Directors on
July 25, 1995 will, on such date, have his 1994 option grant rescinded, and
receive a replacement option grant with the same exercise price for that number
of shares equal to the greater of (a) 17,000 or (b) the difference between
68,000 and the number of option shares already granted to the director by the
Company at any time in the past (exclusive of options being rescinded);
(b) Any new Eligible Director joining the Board of Directors will receive an
option grant, on the date such person first becomes an Eligible Director, for
that number of shares equal to the greater of (a) 17,000 or (b) the difference
between 68,000 and the number of option shares already granted to such director
by the Company at any time in the past, if any;
(c) Any new Eligible Director joining the board who declines to accept the
option grant provided for by Section 5(b) because such person is serving as a
representative of another party who prohibits its representatives from accepting
options and later ceases to serve in a representative capacity and begins to
serve in an individual capacity, will be granted an option on the date that such
person begins to serve in an individual capacity for that number of shares equal
to the greater of (a) 17,000 or (b) the difference between 68,000 and the number
of option shares already granted to such director by the Company at any time in
the past, if any; and
(d) In each year after 1994, each Eligible Director who does not receive a
grant during the year pursuant to Section 5(b) or Section 5(c) will be granted
an option on the date of the Annual Meeting for 17,000 shares; provided that
such director remains an Eligible Director on such date.
6. OPTION AGREEMENTS
All Options granted pursuant to the Plan shall be evidenced by written
agreements ("Option Agreements"), to be executed by the Company and by the
Optionee, in such form or forms as the
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Board of Directors of the Company (the "Board") shall from time to time
determine. All such Option Agreements shall comply with all terms of the Plan.
7. OPTION PRICE
The purchase price of each share of the Stock subject to an Option (the
"Option Price") shall be the greater of par value or 100% of the fair market
value of a share of the Stock on the date the Option is granted, determined with
reference to the closing sales price (or the closing bid, if no sales were
reported) on any exchange or system on which the Company's common stock is
traded for the day of determination.
8. TERM AND EXERCISE OF OPTIONS
(a) Term. Each Option granted under the Plan shall terminate and all rights
to purchase shares thereunder shall cease upon the expiration of ten years form
the date such Option is granted.
(b) Option Period. Each Option granted under the Plan shall be exercisable
in installments cumulatively as to one fourth of the shares of Stock subject to
such Option on each anniversary of its date of grant, provided the Optionee is a
Director on each such anniversary. Notwithstanding any other provision of the
Plan, no Option granted to an Optionee under the Plan shall be exercisable in
whole or in part prior to the date the Plan is approved by the shareholders of
the Company as provided in Section 4 above.
(c) Method of Exercise. An Option that is exercisable hereunder may be
exercised by delivery to the Company on any business day, at its principal
office, of written notice of exercise, which notice shall specify the number of
shares with respect to which the Option is being exercised, and shall be
accompanied by payment in full of the Option Price of the shares for which the
Option is being exercised. The minimum number of shares of Stock with respect to
which an Option may be exercised, in whole or in part, at any time shall be the
lesser of 66 shares or the maximum number of
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shares available for purchase under the Option at the time of exercise. Payment
of the Option Price for the shares of Stock purchased pursuant to the exercise
of an Option shall be made either (i) in cash or in cash equivalents; (ii)
through the tender to the Company of shares of Stock, which shares shall be
valued, for purposes of determining the extent to which the Option Price has
been paid thereby, at their fair market value on the date of exercise; or (iii)
by a combination of the methods described in (i) and (ii). An attempt to
exercise any Option granted hereunder other than as set forth above shall be
invalid and of no force and effect. Promptly after the exercise of an Option and
the payment in full of the Option Price of the shares of Stock covered thereby,
the individual exercising the Option shall be entitled to the issuance of a
Stock certificate or certificates evidencing his ownership of such shares. An
individual holding or exercising an Option shall have none of the rights of a
shareholder until the shares of Stock covered thereby are fully paid and issued
to him or her and, except as provided in Section 14 below, no adjustment shall
be made for dividends or other rights for which the record date is prior to the
date of such issuance.
9. TRANSFERABILITY OF OPTIONS
During the lifetime of an Optionee to whom an Option is granted, only such
Optionee (or, in the event of legal incapacity or incompetency, the Optionee's
guardian or legal representative) may exercise the Option. No Option shall be
assignable or transferable by the Optionee to whom it is granted, other than by
will or the laws of descent and distribution.
10. TERMINATION OF SERVICE, DEATH OR DISABILITY
Any Option granted under the Plan shall terminate upon the earlier of (i)
the expiration of the Option under Section 8(a) above or (ii) one year after the
Optionee's termination of service as a director for any reason.
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11. USE OF PROCEEDS
The proceeds received by the Company from the sale of Stock pursuant to
Options granted under the Plan shall constitute general funds of the Company.
12. REQUIREMENTS OF LAW
The Company shall not be required to sell or issue any shares of Stock under
any Option if the sale or issuance of such shares would constitute a violation
by the individual exercising the Option or the Company of any provisions of any
law or regulation of any governmental authority, including without limitation
any federal or state securities laws or regulations. Specifically in connect
with the Securities Act of 1933 (as now in effect or as hereafter amended), upon
exercise of any Option, unless a registration statement under such Act is in
effect with respect to the shares of Stock covered by such Option, the Company
shall not be required to sell or issue such shares unless the Board has received
evidence satisfactory to it that the holder of such Option may acquire such
shares pursuant to an exemption from registration under such Act. Any
determination in this connection by the Board shall be final, binding, and
conclusive. The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended). The Company shall not be obligated to take any
affirmative action in order to cause the exercise of an Option or the issuance
of shares pursuant thereto to comply with any law or regulation of any
governmental authority. As to any jurisdiction that expressly imposes the
requirement that an Option shall not be exercisable unless and until the shares
of Stock covered by such Option are registered or are subject to an available
exemption from registration, the exercise of such Option (under circumstances in
which the laws of such jurisdiction apply) shall be deemed conditioned upon the
effectiveness of such registration or the availability of such an exemption.
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13. AMENDMENT AND TERMINATION OF THE PLAN
The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Stock as to which Options have not been
granted; provided, however, that no amendment by the Board shall, without
approval by a majority of the votes cast at a duly held meeting of the
shareholders of the Company at which a quorum representing a majority of all
outstanding voting stock is, either in person or by proxy, present and voting on
the amendment, (a) materially modify the requirements as to eligibility to
receive Options; (b) materially increase the maximum number of shares of Stock
in the aggregate that may be sold pursuant to Options granted under the Plan
(except as permitted under Section 14 hereof); or (c) materially increase the
benefits accruing to eligible individuals under the Plan. Except as permitted
under Section 14 hereof, no amendment, suspension or termination of the Plan
shall, without the consent of the holder of the Option, alter or impair rights
or obligations under any Option theretofore granted under the Plan. The
provisions set forth in Sections 3, 5, 7 and 8 shall not be amended more than
once every six (6) months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder.
14. EFFECT OF CHANGES IN CAPITALIZATION
(a) Changes in Stock. If the outstanding shares of Stock are increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company by reason of any recapitalization,
reclassification, stock split-up, combination of shares, exchange of shares,
stock dividend or other distribution payable in capital stock, or other increase
or decrease in such shares effected without receipt of consideration by the
Company, occurring after the effective date of the Plan, the number and kinds of
shares for the purchase of which Options may be granted under the Plan shall be
adjusted proportionately and accordingly by the Company. In addition, the
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number and kind of shares for which Options are outstanding shall be adjusted
proportionately and accordingly so that the proportionate interest of the holder
of the Option immediately prior to such event. Any such adjustment in
outstanding Options shall not change the aggregate Option Price payable with
respect to shares subject to the unexercised portion of the Option outstanding
but shall include a corresponding proportionate adjustment in the Option Price
per share.
(b) Reorganization in Which the Company Is the Surviving Corporation.
Subject to Subsection (c) hereof, if the Company shall be the surviving
corporation in any reorganization, merger, or consolidation of the Company with
one or more other corporations, any Option therefore granted pursuant to the
Plan shall pertain to and apply to the securities to which a holder of the
number of shares of Stock subject to such Option would have been entitled
immediately following such reorganization, merger, or consolidation, with a
corresponding proportionate adjustment of the Option Price per share so that the
aggregate Option Price thereafter shall be the same as the aggregate Option
Price of the shares remaining subject to the Option immediately prior to such
reorganization, merger, or consolidation.
(c) Reorganization in Which the Company Is Not the Surviving Corporation or
Sale of Assets or Stock. Upon the dissolution or liquidation of the Company, or
upon a merger, consolidation, or reorganization of the Company with one or more
other corporations in which the Company is not the surviving corporation, or
upon a sale of substantially all of the assets of the Company to another
corporation, or upon a sale of substantially all of the assets of the Company to
another corporation, or upon any transaction (including, without limitation, a
merger or reorganization in which the Company is the surviving corporation)
approved by the Board which results in any person or entity owning 80 percent or
more of the combined voting power of all classes of stock of the Company, the
Plan and all Options outstanding hereunder shall terminate, except to the extent
provision is made in
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writing in connection with such transaction for the continuation of the Plan
and/or the assumption of the Options theretofore granted, or for the
substitution for such Options of new options covering the stock of a successor
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kinds of shares and exercise prices, in which event the Plan
and Options theretofore granted shall continue in the manner and under the terms
so provided. The Board shall send written notice of an event that will result in
such a termination to all individuals who hold Options not later than the time
at which the Company gives notice thereof to its shareholders.
(d) Adjustments. Adjustments under this Section 14 relate to stock or
securities of the Company shall be made by the Board, whose determination in
that respect shall be final, binding, and conclusive. No fractional shares or
Stock or units of other securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole share or unit.
(e) No Limitations on Company. The grant of an Option pursuant to the Plan
shall not affect or limit in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve or liquidate, or to sell
or transfer all or any part of its business or assets.
15. DISCLAIMER OF RIGHTS
No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to continue to serve on the Board, or to interfere in any
way with the right and authority of the Company or any subsidiary either to
increase or decrease the compensation of any individual at any time, or to
terminate any employment or other relationship between any individual and the
Company or any subsidiary.
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16. NONEXCLUSIVITY OF THE PLAN
The adoption of the Plan shall not be construed as creating any limitations
upon the right and authority of the Board to adopt such other incentive
compensation arrangements (which arrangements may be applicable either generally
to a class or classes of individuals or specifically to a particular individual
or individuals) as the Board in its discretion determines desirable, including,
without limitation, the granting of stock options or stock appreciation rights
otherwise than under the Plan.
