<PAGE>
As filed with the Securities and Exchange Commission on July 25, 1996
Registration No. 333-
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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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VERIFONE, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 99-0206064
(State of Incorporation) (I.R.S. Employer Identification No.)
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THREE LAGOON DRIVE, SUITE 400
REDWOOD CITY, CA 94065
(415) 591-6500
(Address and telephone number of principal executive offices)
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1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
INCENTIVE STOCK OPTION PLAN
1987 SUPPLEMENTAL STOCK OPTION PLAN
(Full title of the plans)
JOSEPH M. ZAELIT
SENIOR VICE PRESIDENT, FINANCE AND ADMINISTRATION AND
CHIEF FINANCIAL OFFICER
VERIFONE, INC.
THREE LAGOON DRIVE, SUITE 400
REDWOOD CITY, CA 94065
(415) 591-6500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
<TABLE>
<S> <C>
Richard E. Climan, Esq. William G. Barmeier, Esq.
Michael R. Jacobson, Esq. Senior Vice President and General Counsel
Cooley Godward Castro Huddleson & Tatum VeriFone, Inc.
Five Palo Alto Square Three Lagoon Drive, Suite 400
3000 El Camino Real Redwood City, CA 94065
Palo Alto, CA 94306-2155 (415) 591-6500
(415) 843-5000
</TABLE>
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.01) 650,000 $27.125-$41.4375 $26,150,625.00 $9,017.46
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(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c)
and (h)(1) based upon (i) the weighted average of $27.125 - $29.00, the exercise prices of 60,000 options
outstanding pursuant to the 1992 Non-Employee Directors' Stock Option Plan and (ii) $41.4375, the average
of the high and low prices of the Registrant's Common Stock on July 22, 1996, as reported by The New York
Stock Exchange.
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
ii.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-48833, 33-81698 AND 33-94978
The contents of Registration Statements on Form S-8 Nos. 33-48833, 33-81698
and 33-94978 filed with the Securities and Exchange Commission on June 24, 1992,
July 18, 1994 and July 26, 1995, respectively, are incorporated by reference
herein.
EXHIBITS
EXHIBIT
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 is contained
in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
1.
<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 Redwood City, State of
California, on July 23, 1996.
VeriFone, Inc.
By /s/Joseph M. Zaelit
-----------------------------------
Joseph M. Zaelit
Senior Vice President, Finance
and Administration and
Chief Financial Officer
2.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Hatim A. Tyabji and Joseph M. Zaelit, 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.
3.
<PAGE>
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/Hatim A. Tyabji Chairman of the Board, July 22, 1996
- ---------------------------- President and Chief
Hatim A. Tyabji Executive Officer
(PRINCIPAL EXECUTIVE OFFICER)
/s/Joseph M. Zaelit Senior Vice President, Finance and July 22, 1996
- ---------------------------- Administration and Chief Financial
Joseph M. Zaelit Officer (PRINCIPAL ACCOUNTING AND
FINANCIAL OFFICER)
/s/Eldon M. Bullington Vice President and Corporate July 22, 1996
- ---------------------------- Controller (PRINCIPAL ACCOUNTING
Eldon M. Bullington OFFICER)
/s/H. H. Haight IV Director July 22, 1996
- ----------------------------
H. H. Haight IV
/s/J. Robert Harcharik Director July 22, 1996
- ----------------------------
J. Robert Harcharik
/s/Thomas E. Peterson Director July 16, 1996
- ----------------------------
Thomas E. Peterson
/s/John R. C. Porter Director July 22, 1996
- ----------------------------
John R. C. Porter
/s/A. Michael Spence Director July 22, 1996
- ----------------------------
A. Michael Spence
/s/R. Elton White Director July 22, 1996
- ----------------------------
R. Elton White
4.
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EXHIBIT 5.1
July 24, 1996
VeriFone, Inc.
Three Lagoon Drive
Suite 400
Redwood City, CA 94065
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by VeriFone, Inc. (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 650,000 shares of the Company's Common
Stock, $.01 par value (the "Shares"), pursuant to its Incentive Stock Option
Plan, 1987 Supplemental Stock Option Plan and 1992 Non-Employee Directors' Stock
Option Plan (collectively, the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectuses, your Restated Certificate of Incorporation and Bylaws, 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, the
Registration Statement and related Prospectuses, will be validly issued, fully
paid, and nonassessable.
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/ Michael R. Jacobson
-----------------------
Michael R. Jacobson
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 1992 Non-Employee Director's Stock Option Plan,
Incentive Stock Option Plan and 1987 Supplemental Stock Plan of VeriFone, Inc.
of our report dated January 19, 1996 with respect to the consolidated financial
statements of VeriFone, Inc. incorporated by reference in the Annual Report
(Form 10-K) for the year ended December 31, 1995 and the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Palo Alto, California
July 24, 1996
