As filed with the Securities and Exchange Commission on August 6, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
RATIONAL SOFTWARE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
___________________
DELAWARE 54-1217099
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
___________________
18880 HOMESTEAD ROAD
CUPERTINO, CALIFORNIA 95014
(408) 863-9900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1998 Employee Stock Purchase Plan
(FULL TITLE OF THE PLAN)
___________________
TIMOTHY A. BRENNAN
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.
MARTIN A. WELLINGTON, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
___________________
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities to be Price Per Offering Registration
to be Registered Registered Share(1) Price(1) Fee(2)
- ------------------------------- ---------- --------- ----------- -----------
<S> <C> <C> <C> <C>
1998 Employee Stock Purchase
Plan Common Stock, $0.01 par
value (shares reserved for
future grant)... 304,199 $30.41 $9,250,692 $2,571.70
---------- --------- ----------- -----------
TOTALS.................. 304,199 $30.41 $9,250,692 $2,571.70
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</TABLE>
(1) The indicated number of shares to be registered represents additional shares
issuable under the listed plan that are not covered by prior registration
statements. Price per share and aggregate offering price estimated in
accordance with Rule 457 (h) under the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee. The
computation is based upon eighty-five percent of the average of the high
and low price as reported on the Nasdaq National Market on August 4,
1999, the price at which options are granted pursuant to the plan.
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STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES
The Registrant previously filed a Registration Statement on Form
S-8 with the Securities and Exchange Commission on or about January 22,
1999 (SEC File No. 333-70989) (the "Previous Form S-8"). The Previous
Form S-8 was filed in connection with, among other plans, the 1998
Employee Stock Purchase Plan (the "1998 ESPP"). This Registration
Statement registers additional shares of the Registrant's Common Stock
to be issued pursuant to the 1998 ESPP. The contents of the Previous
Form S-8, including periodic reports filed or to be filed by the
Registrant after the Previous Form S-8 to maintain current information
about the Registrant, are incorporated by reference into this
Registration Statement pursuant to General Instruction E of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
--------
Exhibit Description
Number
4.1 The 1998 Employee Stock Purchase Plan is incorporated
herein by reference to the Registrant's Registration
Statement on Form S-8 as filed on January 22, 1999 (File
No. 333-70989).
5.1 Opinion of counsel as to legality of Securities being
registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of KPMG LLP, Independent Auditors
23.3 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-2)
II-1
<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
July 30, 1999.
RATIONAL SOFTWARE CORPORATION
By: /s/ Timothy A. Brennan
-----------------------
Timothy A. Brennan
Senior Vice President, Chief Financial Officer,
and Secretary
(Principal Financial Officer & Principal
Accounting Officer)
POWER OF ATTORNEY
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul D. Levy and Timothy A. Brennan
jointly and severally, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any
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
date indicated.
<TABLE>
<S> <C>
Date: July 30, 1999 /s/ Paul D. Levy
--------------------------------------------
Paul D. Levy, Chairman of the Board
Date: July 30, 1999 /s/ Michael T. Devlin
--------------------------------------------
Michael T. Devlin, Chief Executive Officer
and Director
Date: July 30, 1999 /s/ Timothy A. Brennan
--------------------------------------------
Senior Vice President, Chief Financial Officer,
and Secretary
(Principal Financial Officer
& Principal Accounting Officer)
Date: July 30, 1999 /s/ James S. Campbell
--------------------------------------------
James S. Campbell, Director
Date: July 30, 1999 /s/ Daniel H. Case III
--------------------------------------------
Daniel H. Case III, Director
Date: July 30, 1999 /s/ Leslie G. Denend
--------------------------------------------
Leslie G. Denend, Director
Date: July 30, 1999 /s/ John E. Montague
--------------------------------------------
John E. Montague, Director
Date: July 30, 1999 /s/ Allison R. Schleicher
--------------------------------------------
Allison R. Schleicher, Director
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit Document
- ------------- -----------------------------------------------------
4.1 1998 Employee Stock Purchase Plan incorporated herin by
reference to the Registrant's Registration Statement on
Form S-8 as filed on January 22, 1999(File No. 333-70989).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legality of securities being
registered (Counsel to the Registrant) filed herewith.
23.1 Consent of Ernst & Young LLP, Independent Auditors,
filed herewith.
23.2 Consent of KPMG LLP, Independent Auditors,
filed herewith.
23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page II-2).
<PAGE>
Exhibit 5.1
July 30, 1999
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
the date hereof (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of 304,199
shares of your Common Stock (the "Option Shares") reserved for issuance
under the 1998 Employee Stock Purchase 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 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
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 1998 Employee Stock Purchase Plan
of Rational Software Corporation of our report dated April 14, 1999,
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, 1999 and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
July 30, 1999
Exhibit 23.2
CONSENT OF KPMG LLP, INDEPENDENT AUDITORS
We consent to incorporation herein by reference of our report dated January 21,
1997, except as to Note 2, which is as of January 31, 1997, relating to the
consolidated statements of operations, stockholders' equity, and cash
flows of Pure Atria Corporation and subsidiaries for the year ended
December 31, 1996, which report appears in the March 31, 1999, annual
report on Form 10-K of Rational Software Corporation.
/s/ KPMG LLP
Mountain View, California
August 4, 1999
