As filed with the Securities and Exchange Commission on May 19, 2000
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
1997 Stock 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>
1997 Stock Plan;
Plan Common Stock, $0.01 par
value (shares reserved for
future grant)..................9,072,500 $62.26 $564,853,850 $157,029.32
1998 Employee Stock Purchase
Plan Common Stock, $0.01 par
value (shares reserved for
future grant).................. 356,123 $62.26 $22,172,218 $6,163.88
---------- --------- ------------- -----------
TOTALS..................9,428,292 $62.26 587,005,460 $163,187.48
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</TABLE>
The indicated number of shares to be registered represents additional shares
issuable under the listed plan(s) 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 May 15,
2000, 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 August 4, 1998 (SEC
File No. 333-60579) (the "1997 Stock Plan Form S-8"). in connection with the
1997 Stock Plan (the "1997 Plan"). This Registration Statement registers
additional shares of the Registrant's Common Stock to be issued pursuant to
the 1997 Plan. The contents of the 1997 Stock Plan Form S-8, and periodic
reports that the Registrant filed after the 1997 Stock Plan Form S-8 to
maintain current information about the Registrant, are hereby incorporated by
reference into this Registration Statement pursuant to General Instruction E
of Form S-8.
The Registrant previously filed a Registration Statement on Form S-8 with the
Securities and Exchange Commission on or about January 18, 2000 (SEC File No.
333-94819) (the "1998 ESPP Form S-8") in connection with the 1998 Employee
Stock Purchase Plan (the "1998 Plan"). This Registration Statement registers
additional shares of the Registrant's Common Stock to be issued pursuant to the
1998 Plan. The contents of the 1998 ESPP Form S-8, and periodic reports that
the Registrant filed after the 1998 ESPP Form S-8 to maintain current
information about the Registrant, are hereby 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 Rational 1997 Stock Plan is incorporated
herein by reference to the Registrant's Registration
Statement on Form S-8 as filed on October 15, 1999 (File
No. 333-89089).
4.2 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 Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as the legality of securities being
registered (Counsel to the Registrant)filed herewith
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-3)
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
May 19, 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 them, 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: May 19, 2000 /s/ Paul D. Levy
--------------------------------------------
Paul D. Levy, Founder and Chairman of the Board
Date: May 19, 2000 /s/ Michael T. Devlin
--------------------------------------------
Michael T. Devlin, Founder, Chief Executive
Officer, and Director
Date: May 19, 2000 /s/ Thomas F. Bogan
--------------------------------------------
Thomas F. Bogan, President, and Chief Operating
Officer
Date: May 19, 2000 /s/ Timothy A. Brennan
--------------------------------------------
Timothy A. Brennan, Senior Vice President,
Chief Financial Officer, and Secretary
(Principal Financial Officer
& Principal Accounting Officer)
Date: May 19, 2000 /s/ Leslie G. Denend
--------------------------------------------
Leslie G. Denend, Director
Date: May 19, 2000 /s/ John E. Montague
--------------------------------------------
John E. Montague, Director
Date: May 19, 2000 /s/ Allison R. Schleicher
--------------------------------------------
Allison R. Schleicher, Director
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit Document
- ------------- -----------------------------------------------------
4.1 Rational 1997 Stock Plan is incorporated
herein by reference to the Registrant's Registration
Statement on Form S-8 as filed on October 15, 1999 (File
No. 333-89089).
4.2 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 Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as the legality of securities being
registered (Counsel to the Registrant)filed herewith
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-3)
<PAGE>
Exhibit 5.1
May 19, 2000
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 an additional 9,072,500 shares of
Common Stock (the "Option Shares") of Rational Software Corporation (the
"Company") for issuance pursuant to the amendment to the Company's 1997 Stock
Plan (the "1997 Plan") and in connection with the registration under the
Securities Act of 1933, as amended, of 356,123 shares of your Common Stock
(the "Option Shares") reserved for issuance under the 1998 Employee Stock
Purchase Plan. As your legal counsel for the Company, 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
pursuant to the 1997 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 1997 Plan 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 1997 Stock Plan and to the 1998 Employee Stock
Purchase Plan of Rational Software Corporation of our report dated April 18,
2000, with respect to the consolidated financial statements and schedule of
Rational Software Corporation included in its Annual Report (Form 10-K) for
the year ended March 31, 2000, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Palo Alto, California
May 19, 2000
