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Form S8As filed with the Securities and Exchange Commission on November 4, 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)
DELAWARE 54-1217099
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(State of incorporation) (IRS Employer
Identification No.)
18880 Homestead Road
Cupertino, California 95014
(Address of principal executive offices)
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Rational Software Corporation
1994 Employee Stock Purchase 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
18880 HOMESTEAD ROAD
CUPERTINO, CALIFORNIA 95014
(Name and address of agent for service)
(408) 863-9900
(Telephone number, including area code, of agent for service)
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Copies to:
GAIL CLAYTON HUSICK, ESQ.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
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CALCULATION OF REGISTRATION STATEMENT
<TABLE>
<CAPTION>
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Proposed
Maximum Amount of
Title of Amount Proposed Aggregate Registration
Securities to to be Maximum Price Per Fee(2)
be Registered Registered Offering Share(1) Offering Price
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<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value: 1,000,000 $7.28 $7,280,000 $2,207.00
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</TABLE>
(1) The proposed maximum offering price per share was estimated pursuant to
Rule 457(c) and 457(h) under the Securities Act. The Proposed Maximum
Offering Price Per Share was determined by reference to 85% of the
average of the high and the low prices reported in The Nasdaq Stock
Market on October 29, 1997, which average was $8.56
(2) Rounded up to the nearest dollar.
This Registration Statement on Form S-8 is being filed in order to
register 1,000,000 additional shares which have been reserved for the Rational
Software Corporation 1994 Employee Stock Purchase Plan. The Registration
Statement on Form S-8 (File No. 33-85906) as amended, filed with the Commission.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati as to legality of
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 (contained on page II-1).
</TABLE>
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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 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 4,
1997.
RATIONAL SOFTWARE CORPORATION
By: /s/ Robert T. Bond
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Robert T. Bond, Chief Operating Officer,
Chief Financial Officer and Secretary
II-2
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POWER OF ATTORNEY
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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 confirming 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>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Michael T. Devlin President and Director November 4, 1997
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(Michael T. Devlin)
/s/Paul D. Levy Chairman of the Board and Chief November 4, 1997
- --------------------------- Executive Officer
(Paul D. Levy)
/s/ Robert T. Bond Senior Vice President Chief November 4, 1997
- --------------------------- Operating
(Robert T. Bond) Officer, Chief Financial Officer
/s/ James S. Campbell Director November 4, 1997
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(James S. Campbell)
/s/ Daniel S. Case III Director November 4, 1997
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(Daniel S. Case III)
/s/ Leslie G. Denend Director November 4, 1997
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(Leslie G. Denend)
/s/ John E. Montague Director November 4, 1997
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(John E. Montague)
/s/ Allison R. Schleicher Director November 4, 1997
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(Allison R. Schleicher)
/s/ Timothy A. Brennan Vice President, Finance and November 4, 1997
- --------------------------- Administration (Principal Accounting
(Timothy A. Brennan) Officer)
</TABLE>
II-3
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EXHIBIT 5.1
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November 3, 1997
Rational Software Corporation
18880 Homestead Road
Cupertino, California 95014
RE: REGISTRATION STATEMENT ON FORM S-8 - RATIONAL SOFTWARE
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CORPORATION 1994 EMPLOYEE STOCK PURCHASE PLAN
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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 November 3, 1997
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 1,000,000 shares of Rational Software
Corporation Common Stock (the "Plan Shares"), to be issued pursuant to the
Rational Software Corporation 1994 Employee Stock Purchase Plan (the "Plan"). As
your counsel in connection with the transaction, we have examined the
proceedings taken and proposed to be taken in connection with the issuance and
sale of the Plan Shares.
It is our opinion that the Plan Shares, when issued and sold in the
manner described under the Plan, 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.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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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 Rational Software Corporation 1994 Employee Stock
Purchase Plan of Rational Software Corporation of our report dated April 22,
1997 with respect to the consolidated financial statements of Rational Software
Corporation incorporated by reference in its Annual Report (Form 10-K) for the
year ended March 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young L.L.P.
San Jose, California
October 31, 1997
