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As filed with the Securities and Exchange Commission on Septemeber 15, 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
AUTODESK, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-2819853
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(State of incorporation) (I.R.S. Employer Identification No.)
111 McInnis Parkway
San Rafael, CA 94903
(Address, including zip code, of Registrant's principal executive offices)
AUTODESK, INC. 1996 STOCK PLAN
AUTODESK, INC. 2000 DIRECTORS' OPTION PLAN
AUTODESK, INC. 1998 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
(Full title of the Plan)
Marcia K. Sterling, Esq.
Senior Vice President,
Business Development,
General Counsel, and Secretary
Autodesk, Inc.
111 McInnis Parkway
San Rafael, CA 94903
(415) 507-5000
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
Don S. Williams, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share(1) Price Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value
- 1996 Stock Plan................................. 2,073,429 $ 28.625 $ 59,351,905.12
- 2000 Directors' Option Plan..................... 400,000 $ 28.625 $ 11,450,000.00
- 1998 Employee Qualified Stock Purchase Plan..... 1,184,816 $ 28.625 $ 33,915,358.00
TOTAL........................................ 3,658,245 $ 28.625 $ 104,717,263.10 $ 27,645.36
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the filing fee on the basis of $28.625 per share, which
represents the average of the high and the low prices reported on the Nasdaq
National Market on September 11, 2000.
(2) Amount of the Registration Fee was calculated pursuant to Section 6(b) of
the Securities Act of 1933, as amended.
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AUTODESK, INC.
REGISTRATION STATEMENT ON FORM S-8
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:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 2000, filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act");
(b) The Registrant's Quarterly Reports for the quarters ended April
30, 2000 and July 31, 2000, filed pursuant to Section 13 of the 1934
Act.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, as amended, filed on
January 5, 1996, as amended on January 15, 1998 pursuant to Section
12(g) of the 1934 Act.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act on or after the date 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 deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this 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.
--------------------------------------
Mark Bertelsen, a director of the Registrant, is a member of Wilson
Sonsini Goodrich & Rosati, which has given an opinion upon the validity of the
securities being registered by this Registration Statement.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation, as amended, includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach or alleged breach of their duty of care. In addition, as permitted by
Section 145 of the Delaware General Corporation Law, the Bylaws of the
Registrant provide that: (i) the Registrant is required to indemnify its
directors and officers and persons serving in such capacities in other business
enterprises (including, for example, subsidiaries of the Registrant) at the
Registrant's request, to the fullest extent permitted by Delaware law; (ii) the
Registrant may, in its discretion, indemnify employees and agents in those
circumstances where indemnification is not required by law; (iii) the Registrant
is required to advance expenses, as incurred, to its directors and officers in
connection with defending a proceeding,
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provided that payment of expenses incurred by a director or officer of the
Registrant in advance of the final disposition of such proceeding shall be made
only on receipt of an undertaking by the officer or director to repay all
amounts advanced if it should ultimately be determined that the officer or
director is not entitled to be indemnified; (iv) the rights conferred in the
Bylaws are not exclusive, and the Registrant is authorized to enter into
indemnification agreements with its directors, officers and employees; and (v)
the Registrant may not retroactively amend the Bylaw provisions in a way that is
adverse to such directors, officers and employees.
The Registrant's policy is to enter into indemnification agreements with
each of its directors and officers that provide the maximum indemnity allowed to
directors and officers by Section 145 of the Delaware General Corporation Law
and the Bylaws, as well as certain additional procedural protections. In
addition, the indemnification agreements provide that directors and officers
will be indemnified to the fullest possible extent permitted by law against all
expenses (including attorney's fees) and settlement amounts paid or incurred by
them in an action or proceeding, including any action by or in the right of the
Registrant, arising out of such person's services as a director or officer of
the Registrant, any subsidiary of the Registrant or any other company or
enterprise to which such person provides services at the request of the
Registrant. The Registrant will not be obligated pursuant to the
indemnification agreements to indemnify or advance expenses to an indemnified
party with respect to proceedings or claims initiated by the indemnified party
and not by way of defense, except with respect to proceedings specifically
authorized by the Board of Directors or brought to enforce a right to
indemnification under the indemnification agreement, the Registrant's Bylaws or
any statute or law. Under the indemnification agreements, the Registrant is not
obligated to indemnify the indemnified party (i) for any expenses incurred by
the indemnified party with respect to any proceeding instituted by the
indemnified party to enforce or interpret the indemnification agreement, if a
court of competent jurisdiction determines that each of the material assertions
made by the indemnified party in such proceeding was not made in good faith or
was frivolous; (ii) for any amounts paid in settlement of a proceeding unless
the Registrant consents to such settlement; (iii) on account of any suit in
which judgment is rendered against the indemnified party for an accounting of
profits made from the purchase or sale by the indemnified party of securities of
the Registrant pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of 1934 and related laws; or (iv) if a final decision by a court
having jurisdiction in the matter shall determine that such indemnification is
not lawful.
The indemnification provisions in the Bylaws and the indemnification
agreements entered into between the Registrant and its directors and officers
may be sufficiently broad to permit indemnification of the Registrant's
directors and officers for liabilities arising under the Securities Act.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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Exhibit
Number Description
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4.1 Preferred Shares Rights Agreement dated December 14, 1995
(incorporated by reference to the exhibit filed with the
Registrant's Report on Form 8-A filed on January 5, 1996).
4.2 Amendment to the Preferred Shares Rights Agreement dated January
15, 1998 (incorporated by reference to the Registrant's Report on
Form 8-A filed on January 15, 1998).
5.1 Opinion of Counsel as to legality of securities being registered.
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Exhibit
Number Description
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<C> <S>
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see Page II-4 of Registration Statement).
99.1 1996 Stock Plan (incorporated by reference to the exhibit filed
with the Registrant's Registration Statement on Form S-8 filed on
June 21, 1999).
99.2 1998 Employee Qualified Stock Purchase Plan (incorporated by
reference to the exhibit filed with the Registrant's Registration
Statement on Form S-8 filed on June 21, 1999).
99.3 2000 Directors' Option Plan.
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Item 9. Undertakings.
------------
A. 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 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.
(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 of 1933 (the "Securities
Act"), each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the 1934 Act)
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 foregoing provisions, 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 hereunder, 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
Securities Act and will be governed by the final adjudication of such issue.
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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 San Rafael, State of California, on this 15th day of
September, 2000.
AUTODESK, INC.
By: /s/ CAROL A. BARTZ
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Carol A. Bartz, Chairman of the Board,
Chief Executive Officer, and President
of the Company
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carol A. Bartz and Marcia K. Sterling,
jointly and severally his or her attorneys-in-fact, each with the power of
substitution, for him or her 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 confirming all that said attorney-in-
fact, or their 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 indicated as of the date first set forth above.
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Signature Title
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<S> <C>
/s/ CAROL A. BARTZ Chairman of the Board, Chief Executive Officer and
---------------------------- President of the Company
(Carol A. Bartz)
/s/ PER-KRISTIAN HALVORSEN Director
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(Per-Kristian Halvorsen)
/s/ MARK A. BERTELSEN Director
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(Mark A. Bertelsen)
/s/ CRAWFORD W. BEVERIDGE Director
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(Crawford W. Beveridge)
/s/ J. HALLAM DAWSON Director
----------------------------
(J. Hallam Dawson)
/s/ PAUL S. OTELLINI Director
----------------------------
(Paul S. Otellini)
/s/ MARY ALICE TAYLOR Director
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(Mary Alice Taylor)
/s/ LARRY WANGBERG Director
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(Larry Wangberg)
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Index to Exhibits
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Exhibit
Number Description
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<C> <S>
4.1 Preferred Shares Rights Agreement dated December 14, 1995
(incorporated by reference to the exhibit filed with the
Registrant's Report on Form 8-A filed on January 5, 1996).
4.2 Amendment to the Preferred Shares Rights Agreement dated January
15, 1998 (incorporated by reference to the Registrant's Report on
Form 8-A filed on January 15, 1998).
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 Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see Page II-4 of this Registration Statement)
99.1 1996 Stock Plan (incorporated by reference to the exhibit filed
with the Registrant's Registration Statement on Form S-8 filed on
June 21, 1999).
99.2 1998 Employee Qualified Stock Purchase Plan (incorporated by
reference to the exhibit filed with the Registrant's Registration
Statement on Form S-8 filed on June 21, 1999).
99.3 2000 Directors' Option Plan.
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