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As filed with the Securities and Exchange Commission on August 7, 1997
Registration No. 333-32991
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RATIONAL SOFTWARE CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 54-1217099
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2800 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95051-0951
(Address of principal executive offices)
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PURE ATRIA 1995 STOCK PLAN
PURE SOFTWARE, INC. 1992 STOCK OPTION/STOCK ISSUANCE PLAN
ATRIA SOFTWARE, INC. 1994 STOCK PLAN
ATRIA SOFTWARE, INC. 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ATRIA SOFTWARE, INC. 1990 STOCK OPTION PLAN
INTEGRITY QA SOFTWARE, INC. 1995 STOCK OPTION PLAN
PERFORMIX, INC. 1991 STOCK OPTION PLAN
QUALTRAK 1994 STOCK OPTION PLAN
(Full title of the plans)
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PAUL D. LEVY
CHIEF EXECUTIVE OFFICER
RATIONAL SOFTWARE CORPORATION
2800 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95051-0951
(408) 496-3600
(Name, address and telephone number of agent for service)
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Copy to:
Gail Clayton Husick, Esq.
Daniel P. Dillon, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock:
Pure Atria 1995 Stock Plan 5,361,589 $44.72 $128,184,870 $38,843.90
Pure Software, Inc. 1992 Stock 785,981 $12.22 $ 1,281,935 $ 388.47
Option/Stock Issuance Plan
Atria Software, Inc. 1994 Stock Plan 1,432,236 $39.23 $ 30,370,564 $ 9,203.20
Atria Software, Inc. 1994 Non-Employee 45,317 $28.14 $ 382,099 $ 115.79
Director Stock Option Plan
Atria Software, Inc. 1990 Stock Option 263,627 $ 3.06 $ 146,313 $ 44.34
Plan
Integrity QA Software, Inc. 1995 Stock 83,509 $ 0.43 $ 35,909 $ 10.88
Option Plan
Performix, Inc. 1991 Stock Option Plan 16,190 $ 5.52 $ 53,751 $ 16.28
QualTrak 1994 Stock Option Plan 252 $ 0.99 $ 249 $ .08
---------- ------ ------------ ----------
Total 7,988,701 $160,455,690 $48,622.94(2)
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(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 July 28, 1997.
(2) Decreased from $49,236.81, as filed on form S-8 with the Securities and Exchange Commission on August 6, 1997.
</TABLE>
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RATIONAL SOFTWARE CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the year ended
March 31, 1997 as filed with the Commission.
(b) The Registrant's Current Reports on Form 8-K dated April 7, 1997
and July 15, 1997, and Current Reports on Form 8-K/A filed on May 12, 1997 and
June 16, 1997, filed with the Commission.
(c) The description of the Registrant's Common Stock contained in
the Registration Statement on Form S-4 (File No. 333-29799) filed by the
Registrant with the Commission on June 25, 1997, and any amendment or report
filed hereafter for the purpose of updating such description.
Item 1 of Registrant's Form 8-A dated May 25, 1984 as amended on Form
8-A/A dated May 25, 1995, filed with the Commission.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this
Registration Statement, and 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 the Registration Statement and to be 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 authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. The Registrant's
Certificate of Incorporation, as amended, and Bylaws provide for indemnification
of its officers, directors, employees and other agents to the maximum extent
permitted by the Delaware Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors, the form of which is
attached hereto as Exhibit 10.1.
II-1
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Item 7. Exemption from Registration Claims.
----------------------------------
Not applicable.
Item 8. Exhibits
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<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Pure Atria 1995 Stock Plan is incorporated herein by reference to the
Registration Statement on Form S-8, File No. 333-21017
4.2 Pure Software, Inc. 1992 Stock Option/Stock Issuance Plan is
incorporated herein by reference to the Registration Statement on
Form S-1, File No. 33-93254
4.3 Atria Software, Inc. 1994 Stock Plan is incorporated herein by
reference to the Registration Statement on Form S-8, File No. 333-
10789
4.4 Atria Software, Inc. 1994 Non-Employee Director Stock Option Plan is
incorporated herein by reference to the Registration Statement on
Form S-8, File No. 333-10789
4.5 Atria Software, Inc. 1990 Stock Option Plan is incorporated herein by
reference to the Registration Statement on Form S-8, File No. 333-
10789
4.6 Integrity QA Software, Inc. 1995 Stock Option Plan is incorporated
herein by reference to the Registration Statement on Form S-8, File
No. 333-21017
4.7 Performix, Inc. 1991 Stock Option Plan is incorporated herein by
reference to the Registration Statement on Form S-8, File No. 33-
80067
4.8 QualTrak 1994 Stock Option Plan is incorporated herein by reference
to the Registration Statement on Form S-8, File No. 33-97236
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. with respect to the
securities being registered
10.1 Form of Indemnification Agreement is incorporated herein by reference
to Exhibit 10.01 filed with the Company's Registration Statement on
Form S-4 (Registration No. 333-19669), filed with the Commission on
January 13, 1997, as amended on January 17, 1997.
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)
</TABLE>
Item 9. Undertakings
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(a) Rule 415 Offering. 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.
II-2
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(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 ((S)239.13 of this chapter) or Form
S-8 ((S)239.16(b) of this chapter), 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
Exchange Act 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.
(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 an 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 Delaware General Corporations Law, the
Certificate of Incorporation of the Registrant, the Bylaws of the Registrant,
Indemnification Agreements entered into between the Registrant and its officers
and directors, 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 the
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.
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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 Santa Clara, State of California, on August 6, 1997.
RATIONAL SOFTWARE CORPORATION
By: /s/ Robert T. Bond
----------------------------------
Robert T. Bond
Senior Vice President, Chief Operating
Officer, Chief Financial Officer and
Secretary
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:
<TABLE>
<CAPTION>
<S> <C>
Date: August 6, 1997 /s/ Michael T. Devlin
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Michael T. Devlin, President and Director
Date: August 6, 1997 /s/ Paul D. Levy
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Paul D. Levy, Chairman of the Board and Chief Executive
Officer
Date: August 6, 1997 /s/ Robert T. Bond
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Robert T. Bond, Senior Vice President, Chief Operating
Officer, Chief Financial Officer and Secretary
Date: August 6, 1997 /s/ James S. Campbell
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James S. Campbell, Director
Date: August 6, 1997 /s/ Daniel H. Case III
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Daniel H. Case III, Director
Date: August 6, 1997 /s/ Leslie G. Denend
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Leslie G. Denend, Director
Date: August 6, 1997 /s/ John E. Montague
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John E. Montague, Director
Date: August 6, 1997 /s/ Allison R. Schleicher
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Allison R. Schleicher, Director
Date: August 6, 1997 /s/ Timothy A. Brennan
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Timothy A. Brennan, Vice President, Finance and
Administration (Principal Accounting Officer)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Pure Atria 1995 Stock Plan is incorporated herein by reference to the
Registration Statement on Form S-8, File No. 333-21017
4.2 Pure Software, Inc. 1992 Stock Option/Stock Issuance Plan is
incorporated herein by reference to the Registration Statement on
Form S-1, File No. 33-93254
4.3 Atria Software, Inc. 1994 Stock Plan is incorporated herein by
reference to the Registration Statement on Form S-8, File No. 333-
10789
4.4 Atria Software, Inc. 1994 Non-Employee Director Stock Option Plan is
incorporated herein by reference to the Registration Statement on
Form S-8, File No. 333-10789
4.5 Atria Software, Inc. 1990 Stock Option Plan is incorporated herein by
reference to the Registration Statement on Form S-8, File No. 333-
10789
4.6 Integrity QA Software, Inc. 1995 Stock Option Plan is incorporated
herein by reference to the Registration Statement on Form S-8, File
No. 333-21017
4.7 Performix, Inc. 1991 Stock Option Plan is incorporated herein by
reference to the Registration Statement on Form S-8, File No. 33-
80067
4.8 QualTrak 1994 Stock Option Plan is incorporated herein by reference
to the Registration Statement on Form S-8, File No. 33-97236
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. with respect to the
securities being registered
10.1 Form of Indemnification Agreement is incorporated herein by reference
to Exhibit 10.01 filed with the Company's Registration Statement on
Form S-4 (Registration No. 333-19669), filed with the Commission on
January 13, 1997, as amended on January 17, 1997.
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)
</TABLE>
<PAGE>
Exhibit 5.1
August 6, 1997
Rational Software Corporation
2800 San Tomas Expressway
Santa Clara, CA 95051-0951
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 the date hereof (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 7,988,701 shares of your Common Stock
(the "Option Shares") reserved for issuance under the Pure Atria 1995 Stock
Plan, the Pure Software, Inc. 1992 Stock Option/Stock Issuance Plan, the Atria
Software, Inc. 1994 Stock Plan, the Atria Software, Inc.1994 Non-Employee
Director Stock Option Plan, the Atria Software, Inc. 1990 Stock Option Plan,
the Integrity QA Software, Inc. 1995 Stock Option Plan, the Performix, Inc.
1991 Stock Option Plan, and the QualTrak 1994 Stock Option Plan (the "Plans").
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 the Option Shares under the Plans. 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 Plans and pursuant to the agreements which accompany
the Plans, the Option Shares 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 Pure Atria 1995 Stock Plan, the Pure Software, Inc.
1992 Stock Option/Stock Issuance Plan, the Atria Software, Inc. 1994 Stock Plan,
the Atria Software, Inc. 1994 Non-Employee Director Stock Option Plan, the Atria
Software, Inc. 1990 Stock Option Plan, the Integrity QA Software, Inc. 1995
Stock Option Plan, the Performix, Inc. 1991 Stock Option Plan, the Qualtrak 1994
Stock Option Plan and the Pure Atria Employee Stock Purchase Plan assumed by
Rational Software Corporation included in its Annual Report (Form 10-K) for the
year ended March 31, 1997 and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
August 4, 1997
