<PAGE>
As filed with the Securities and Exchange Commission on November 5, 1997
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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RATIONAL SOFTWARE CORPORATION
(FORMERLY VERDIX CORPORATION)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 54-12107099
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
18880 HOMESTEAD ROAD
CUPERTINO, CA 95014
(408) 863-9900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RATIONAL SOFTWARE CORPORATION 1997 STOCK PLAN
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ROBERT T. BOND
SENIOR VICE PRESIDENT,
CHIEF OPERATING OFFICER,
CHIEF FINANCIAL OFFICER AND
SECRETARY
RATIONAL SOFTWARE
CORPORATION
18880 HOMESTEAD ROAD
CUPERTINO, CALIFORNIA 95014
(408) 863-9900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------
Copy to:
GAIL CLAYTON HUSICK, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE(2)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value:
Rational Software Corporation 1997 Stock 4,000,000 shares $9.69 $36,260,000 $11,746.00
Plan(3)
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</TABLE>
(1) Estimated in accordance with Rule 457 (h) solely for the purpose of
computing the amount of the registration fee based on the prices of the
Company's Common Stock as reported on the Nasdaq National Market on November
4, 1997
(2) Rounded up to the nearest dollar.
(3) The Board of Directors and the stockholders of the Company have approved
the reservation of 4,000,000 additional shares of the Company's Common
Stock for issuance under the Company's 1997 Stock Plan.
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<PAGE>
This Registration Statement on Form S-8 is being filed in order to register
4,000,000 additional shares of which have been reserved for the Rational
Software Corporation 1997 Stock Plan. The Registration Statement on Form S-8
(Registration No. 333-22687) as amended, is hereby incorporated by reference
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. with respect to the
securities being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 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 Cupertino, State of California, on November 5, 1997.
RATIONAL SOFTWARE CORPORATION
By: /s/ Robert T. Bond
------------------
Robert T. Bond
Senior Vice President,
Chief Operating Officer,
Chief Financial Officer and Secretary
<PAGE>
POWER OF ATTORNEY
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul D. Levy and Robert T. Bond and each
of them, jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all 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 conforming all that each said
attorneys-in-fact or his substitute or substitutes, may do or cause to be done
by virtue hereof.
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:
Date: November 5, 1997 /s/ Michael T. Devlin
---------------------
Michael T. Devlin, President and Director
Date: November 5, 1997 /s/ Paul D. Levy
----------------
Paul D. Levy, Chairman of the Board
and Chief Executive Officer
Date: November 5, 1997 /s/ Robert T. Bond
------------------
Robert T. Bond, Senior Vice President,
Chief Operating Officer,
Chief Financial Officer and Secretary
Date: November 5, 1997 /s/ James S. Campbell
---------------------
James S. Campbell, Director
Date: November 5, 1997 /s/ Daniel H. Case III
----------------------
Daniel H. Case III, Director
Date: November 5, 1997 /s/ Leslie G. Denend
--------------------
Leslie G. Denend, Director
Date: November 5, 1997 /s/ John E. Montague
--------------------
John E. Montague, Director
Date: November 5, 1997 /s/ Allison R. Schleicher
-------------------------
Allison R. Schleicher, Director
Date: November 5, 1997 /s/ Timothy A. Brennan
----------------------
Timothy A. Brennan, Vice President,
Finance and Administration
(Principal Accounting Officer)
<PAGE>
Exhibit 5.1
November 3, 1997
Rational Software Corporation
18880 Homestead Road
Cupertino, CA 95014
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
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 November 3, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 4,000,000 shares of your Common Stock
(the "Option Shares") reserved for issuance under the Rational 1997 Stock Plan
(the "Plan"). As your legal counsel, we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in connection with
the sale and issuance of such Common Stock under the Plan. In addition, for
purposes of this opinion we have assumed that the consideration received by the
Company in connection with each issuance of the Option Shares will include an
amount in the form of cash, services rendered or property that exceeds the
greater of (i) the aggregate par value of such Option Shares or (ii) the portion
of such consideration determined by the Company's Board of Directors to be
"capital" for purposes of the Delaware General Corporation Law.
Based upon the foregoing, it is our opinion that, when issued and sold in the
manner referred to in the Plan and pursuant to the agreements which accompany
the Plan, the Common Stock issued and sold thereby 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, including any Prospectus constituting a part thereof,
and any amendments thereto. This opinion may be incorporated by reference in any
abbreviated registration statement filed pursuant to General Instruction E of
Form S-8 under the Securities Act with respect to the Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1997 Stock Plan of Rational Software Corporation of our
reports dated April 22, 1997, with respect to the consolidated financial
statements of Rational Software Corporation included in its Annual Report (Form
10-K) for the year ended March 31, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young
San Jose, California
October 31, 1997
