<PAGE> 1
As filed with the Securities and Exchange Commission on October 12, 1999
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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CAERE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 94-2250509
- ----------------------------- --------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
7372
(Primary Standard Industrial)
Classification Code Number
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100 COOPER COURT
LOS GATOS, CALIFORNIA 95032
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(Address of principal executive offices)
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2000 STOCK OPTION PLAN
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(Full title of the plans)
ROBERT G. TERESI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CAERE CORPORATION
100 COOPER COURT
LOS GATOS, CA 95032
(408) 395-7000
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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:
LEE F. BENTON, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306-2155
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par
value $.001) 400,000 $6.6875 $2,675,000.00 $743.65
================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and
aggregate offering price are based upon the closing sales price of
Registrant's Common Stock on October 11, 1999 as reported on The Nasdaq
National Market System.
ii
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Caere Corporation (the "Company or
Caere") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
that contains audited financial statements for the Company's latest fiscal year
for which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.
(c) The description of the Company's Common Stock which is contained in
a registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law Caere has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
Caere's Bylaws provide that Caere will indemnify its directors and executive
officers and may indemnify other officers to the fullest extent permitted by
law. Under its Bylaws, indemnified parties are entitled to indemnification for
negligence, gross negligence and otherwise to the fullest extent permitted by
law. The Bylaws also require Caere to advance litigation expenses in the case of
stockholder derivative actions or other actions, against an undertaking by the
indemnified party to repay such advances if it is ultimately determined that the
indemnified party is not entitled to indemnification.
In addition, Caere's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors' fiduciary duty of care to Caere and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to Caere for acts or
omissions not in good faith or involving intentional misconduct, for knowing
violation of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
Caere has entered into indemnity agreements with each of its directors
and executive officers. Such indemnity agreements contain provisions that are in
some respects broader than the specific indemnification provisions contained in
Delaware law.
Caere maintains a policy providing directors' and officers' liability
insurance, which insures directors and officers of Caere in certain
circumstances with a liability limit of $10,000,000 per claim and in the
aggregate, subject to varying retentions. This coverage is on a claims made
basis.
1
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EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<S> <C>
5 Opinion of Counsel.
23.1 Consent of KPMG LLP.
23.2 Consent of Counsel is contained in Exhibit 5 to this Registration
Statement.
24 Power of Attorney is contained on the signature page II-1.
</TABLE>
UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) 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;
(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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
2. 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 Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
2
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3. 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, 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.
3
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SIGNATURES
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 Los Gatos, State of California, on September 30,
1999.
CAERE CORPORATION
By: /s/ Blanche M. Sutter
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Blanche M. Sutter
Executive Vice President,
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert G. Teresi and Blanche M. Sutter,
and each or any one of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her 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 or she 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 or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
II-1
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Robert G. Teresi Chairman of the Board, President September 30, 1999
- -------------------------------------- and Chief Executive Officer
Robert G. Teresi (Principal Executive Officer)
/s/ Blanche M. Sutter Executive Vice President, September 30, 1999
- -------------------------------------- Chief Financial Officer and
Blanche M. Sutter Secretary (Principal Financial
and Accounting Officer)
Director September 30, 1999
- --------------------------------------
Betsy S. Atkins
/s/ James K, Dutton Director September 30, 1999
- --------------------------------------
James K. Dutton
/s/ Joseph J. Francesconi Director September 30, 1999
- --------------------------------------
Joseph J. Francesconi
/s/ Robert J. Frankenberg Director September 30, 1999
- --------------------------------------
Robert J. Frankenberg
</TABLE>
II-2
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
5 Opinion of Counsel.
23.1 Consent of KPMG LLP.
23.2 Consent of Counsel is contained in Exhibit 5 to this Registration
Statement.
24 Power of Attorney is contained on signature page II-1.
</TABLE>
<PAGE> 1
EXHIBIT 5
[CAERE LETTERHEAD]
October 11, 1999
Caere Corporation
100 Cooper Court
Los Gatos, CA 95032
Ladies and Gentlemen:
I am General Counsel of Caere Corporation (the "Company") and rendering this
opinion with respect to certain matters in connection with the filing by 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
400,000 shares of the Company's Common Stock, $.001 par value (the "Shares"),
pursuant to its 2000 Stock Option Plan (the "Plan").
In connection with this opinion, I have examined the Registration Statement and
related Prospectus, the Certificate of Incorporation and By-laws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as I deem necessary as a basis for this opinion.
On the basis of the foregoing, and in reliance thereon, I am of the opinion that
the Shares, when sold and issued in accordance with the Plan, the Registration
Statement and related Prospectus, 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).
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
By: /s/ Jo-Anne Sinclair
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Jo-Anne Sinclair
General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Caere Corporation
We consent to incorporation herein by reference in the registration statement
dated October 12, 1999, on Form S-8 of Caere Corporation of our report dated
January 22, 1999, relating to the consolidated balance sheets of Caere
Corporation and subsidiaries as of December 31, 1998 and 1997, and the related
consolidated statements of earnings, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1998, and our
report dated March 25, 1999, relating to the financial statement schedule, which
reports appear or are incorporated by reference in the December 31, 1998, annual
report on Form 10-K of Caere Corporation.
/s/ KPMG LLP
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KPMG LLP
Mountain View, California
October 11, 1999
