As filed with the Securities and Exchange Commission on December 18, 1995
Registration N. 33-
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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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BOOLE & BABBAGE, INC.
(Exact name of registrant as specified in its charter)
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Delaware 94-1651571
- ------------------------- --------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
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3131 Zanker Road
San Jose, California 95134
(408) 526-3000
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(Address and telephone number of principal executive offices)
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1986 Incentive Stock Option Plan
1986 Supplemental Stock Option Plan
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(Full title of the plans)
Paul E. Newton
President and Chief Executive Officer
Boole & Babbage, Inc.
3131 Zanker Road
San Jose, California 95134
(408) 526-3000
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Alan C. Mendelson, Esq.
Cooley Godward Castro Huddleson & Tatum
Five Palo Alto Square
(415) 843-5000
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<PAGE>
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
BE REGISTERED BE REGISTERED PER SHARE(1) PRICE (1) REGISTRATION FEE
- --------------------------------------------------------------------------------
Stock Options
and Common 900,000 $16.50-$23.875 $18,128,609.41 $6,251.29
Stock (par
value $.001)
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and aggregate
offering price are based upon (a) the high and low sales prices of
Registrant's Common Stock on December 12, 1995 as reported on the Nasdaq
National Market System and (b) the actual exercise price for stock options
issuable upon exercise where exercise price is known. The following chart
shows the calculation of the registration fee:
OFFERING
NUMBER OF PRICE PER AGGREGATE
TYPES OF SHARES SHARES SHARE OFFERING PRICE
Common Stock issuable upon
exercise of options for which
exercise price is unknown 306,375 $23.875 $ 7,314,703.13
352,500 $16.50 $ 5,816,250.00
Common Stock issuable upon 119,250 $20.00 $ 2,385,000.00
exercise of options for 38,250 $20.2067 $ 772,906.28
which exercise price is known 83,625 $22.00 $ 1,839,750.00
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$18,128,609.41
x .00034483
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$ 6,251.29
(2) 1,800,000 shares reserved for issuance under the 1986 Incentive Stock
Option Plan and the 1986 Supplemental Stock Option Plan (the "Plans") were
registered on Form S-8 Registration Statement No. 33-13837 filed on April
29, 1987; an additional 1,350,000 shares reserved for issuance under the
Plans were registered on Form S-8 Registration Statement No. 33-39248 filed
on March 5, 1991; an additional 810,000 shares reserved for issuance under
the Plans were registered on Form S-8 Registration Statement No. 33-55588
filed on December 10, 1992.
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 900,000 shares of the Company's Common Stock to be
issued pursuant to the Company's 1986 Incentive Stock Option Plan, as amended,
and the 1986 Supplemental Stock Option Plan, as amended (the "Plans"). The
Registration Statements on Form S-8 previously filed with the Commission
relating to the Plans (File Nos. 33-13837, 33-39248 and 33-55588) are
incorporated by reference herein.
ITEM 8. EXHIBITS.
Exhibit
Number
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5.1 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum. Reference is made to
Exhibit 5.1.
24 Power of Attorney. Reference is made to the signature page.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 San Jose, State of California, on
December 14, 1995.
BOOLE & BABBAGE, INC.
By: /s/ Paul E. Newton
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Paul E. Newton, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul E. Newton and Arthur F. Knapp, Jr.,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully 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.
SIGNATURE TITLE DATE
/s/ Franklin P. Johnson, Jr.
- -------------------------- Director, Chairman of the Board December 18, 1995
(Franklin P. Johnson, Jr.)
/s/ Paul E. Newton
------------------------ Director, President and Chief December 18, 1995
(Paul E. Newton) Executive Officer (Principal
Executive Officer)
/s/ Arthur F. Knapp, Jr.
------------------------ Senior Vice President, Chief December 18, 1995
(Arthur F. Knapp, Jr.) Financial Officer and Secretary
(Principal Financial and
Accounting Officer)
------------------------- Director, Executive Vice December , 1995
(Johannes S. Bruggeling) President International
Operations and President,
Boole & Babbage, Europe
/s/ Raymond E. Cairns
------------------------- Director December 11, 1995
(Raymond E. Cairns)
/s/ Terry R. McGowan
- -------------------------- Director December 11, 1995
(Terry R. McGowan)
/s/ Carl H. Reynolds
- -------------------------- Director December 11, 1995
(Carl H. Reynolds)
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Cooley Godward Castro Huddleson & Tatum.
Reference is made to Exhibit 5.1
24 Power of Attorney. Reference is made to the
signature page
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
Andrea Vachss
3000 El Camino Real
Palo Alto, CA 94306-2155
Telephone: (415) 843-5114
Facsimile: (415) 857-0663
December 14, 1995
Boole & Babbage, Inc.
3131 Zanker Road
San Jose, California 95134
Ladies & Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Boole & Babbage (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 900,000 shares of the Company's Common
Stock, $.001 par value, (the "Shares") pursuant to its 1986 Incentive Stock
Option Plan as amended, and 1986 Supplemental Stock Option Plan, as amended (the
"Plans").
In connection with this opinion, we have examined the Registration Statement,
your Certificate of Incorporation and By-laws, as amended, and such other
documents, records, certificates, memoranda and other instruments as we deem
necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans and the
Registration Statement, will be validly issued, fully paid, and nonassessable
(except as to shares issued pursuant to certain deferred payment arrangements,
which will be fully paid and nonassessable when such deferred payments are made
in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD CASTRO HUDDLESON & TATUM
By: /s/ Andrea Vachss
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1986 Incentive Stock Option Plan and the 1986
Supplemental Stock Option Plan of Boole and Babbage, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended September 30, 1994
and the related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
December 15, 1995
