As filed with the Securities and Exchange Commission on August 9, 2000
Registration No. 333-
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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)
Rational Software Corporation 1998 Indian Stock Option 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:
KATHARINE A. MARTIN, 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 Price Fee
------------------------------- ---------- --------- -------------- -----------
<S> <C> <C> <C> <C>
Rational Software Corporation
1998 Indian Stock Option Plan... 200,000 $99.33 $19,865,000 $5,244.37
---------- --------- -------------- -----------
TOTALS.................. 200,000 $99.33 $19,865,000 $5,244.37
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</TABLE>
[/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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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, 2000 as filed with the Commission.
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarter ended June 30, 2000 filed pursuant to the Exchange Act.
(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.
(d) 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 de-registers 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.
Item 7. Exemption from Registration Claims.
Not applicable.
Item 8. Exhibits
Exhibit
Number Desription
4.1 Rational Software Corporation 1998 Indian Stock Option Plan
is incorporated herein by reference to the Registrant's
Registration Statement of Form S-8 (Registration No. 333-52017),
filed with the Commission on May 6, 1998.
5.1 Opinion of counsel as to legality of Securities being
registered.
10.1 Form of Indemnification Agreement is incorporated herein by
reference to the Registrant'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.
23.3 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-2).
Item 9. Undertakings.
(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.
(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 Securities
Exchange Act of 1934 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 Securities Exchange Act of 1934) 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 the
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 controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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
August 9, 2000.
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 Thomas F. Bogan and Timothy A. Brennan
and each of th jointly and severally, his attorneys-in-fact, each with full
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: August 9, 2000 /s/ Paul D. Levy
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Paul D. Levy, Chairman of the Board
Date: August 9, 2000 /s/ Michael T. Devlin
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Michael T. Devlin, Chief Executive Officer
and Director
Date: August 9, 2000 /s/ Thomas F. Bogan
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Thomas F. Bogan, President and Chief
Operating Officer
Date: August 9, 2000 /s/ Timothy A. Brennan
--------------------------------------------
Timothy A. Brennan
Senior Vice President, Chief Financial Officer,
and Secretary
(Principal Financial Officer
& Principal Accounting Officer)
Date: August 9, 2000 /s/ Leslie G. Denend
--------------------------------------------
Leslie G. Denend, Director
Date: August 9, 2000 /s/ John E. Montague
--------------------------------------------
John E. Montague, Director
Date: August 9, 2000 /s/ Allison R. Schleicher
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Allison R. Schleicher, Director
</TABLE>
<PAGE>
Index to Exhibits
Exhibit
Number Desription
4.1 Rational Software Corporation 1998 Indian Stock Option Plan
is incorporated herein by reference to the Registrant's
Registration Statement of Form S-8 (Registration No. 333-52017),
filed with the Commission on May 6, 1998.
5.1 Opinion of counsel as to legality of Securities being
registered.
10.1 Form of Indemnification Agreement is incorporated herein by
reference to the Registrant'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.
23.3 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-2).
