SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
LEGATO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3077394
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
7372
(Primary Standard Industrial
Classification Code Number)
3210 Porter Drive
Palo Alto, California 94304
(Address of principal executive offices) (Zip Code)
LEGATO SYSTEMS, INC.
1995 Stock Option/Stock Issuance Plan
(Full title of the Plan)
Louis C. Cole
President and Chief Executive Officer
LEGATO SYSTEMS, INC.
3210 Porter Drive
Palo Alto, California 94304
(Name and address of agent for service)
(650) 812-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
===================================================================================================================
Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered(1) per Share(2) Offering Price(2) Registration
Fee
- ------------------------------------------ ------------------------------------ ------------------- ----------------
1995 Stock Option/Stock Issuance Plan
<S> <C> <C> <C> <C>
Options to Purchase Common Stock 3,066,448 shares N/A N/A N/A
Common Stock, $0.0001 par value 3,066,448 $44.725 $137,146,886.80 $38,126.83
shares
===================================================================================================================
<FN>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1995 Stock Option/Stock
Issuance Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
outstanding shares of Common Stock of Legato Systems, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low prices per share of Common Stock of Legato Systems, Inc. as
reported on the Nasdaq National Market on November 4, 1998.
</FN>
</TABLE>
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Legato Systems, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997; and
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarters
ended March 31 and June 30, 1998; and
(c) The Registrant's Registration Statement No. 0-26130 on Form 8-A filed
with the SEC on May 19, 1995 pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), in which there is described the terms,
rights and provisions applicable to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to award
or a corporation's Board of Directors to grant indemnification to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "1933 Act").
The Registrant's Bylaws provide for mandatory indemnification of its directors
and officers and permissible indemnification of employees and other agents to
the maximum extent permitted by the Delaware General Corporation Law. In
addition, the Registrant has entered into Indemnification Agreements with each
of its directors and officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
<PAGE>
Item 8. Exhibits
Exhibit Number Exhibit
4 Instrument Defining Rights of Stockholders.
Reference is made to Registrant's Registration
Statement No. 0-26130 on Form 8-A, which is
incorporated herein by reference pursuant to
Item 3(c) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough ,
Villeneuve Franklin & Hachigian L.L.P..
23.1 Consent of PricewaterhouseCoopers L.L.P.,
Independent Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, L.L.P. is contained
in Exhibit 5.
24 Power of Attorney. Reference is made to
page II-3 of this Registration Statement.
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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
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
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act 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 and (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 Registrant's 1995
Stock Option/Stock Issuance Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the indemnification provisions summarized
in Item 6 or otherwise, the Registrant has been advised that, in the opinion of
the SEC, such indemnification is against public policy as expressed in the 1933
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 1933 Act and
will be governed by the final adjudication of such issue.
<PAGE>
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 Palo Alto, State of California on this 9th day
of November 1998.
LEGATO SYSTEMS, INC.
By: /s/ Louis C. Cole
Louis C. Cole
President, Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Legato Systems, Inc., a
Delaware corporation, do hereby constitute and appoint Louis C. Cole and Stephen
C. Wise, and either of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and either of the undersigned hereby ratifies and confirms all that
said attorneys and agents, or either one of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
Signature Title Date
<S> <C> <C>
/s/ Louis C. Cole President, Chief Executive Officer 11/9/1998
Louis C. Cole and Chairman of the Board
(Principal Executive Officer)
/s/ Stephen C. Wise Chief Financial Officer, Senior Vice President 11/9/1998
Stephen C. Wise of Finance and Administration and
Assistant Secretary (Principal Financial
and Accounting Officer)
</TABLE>
<PAGE>
/s/Eric Benhamou Director 10/28/1998
Eric Benhamou
/s/Kevin A. Fong Director 11/2/1998
Kevin A. Fong
/s/David N. Strohm Director 11/2/1998
David N. Strohm
/s/Phillip E. White Director 10/29/1998
Phillip E. White
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
LEGATO SYSTEMS, INC.
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit
4 Instrument Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement No. 0-26130 on Form
8-A, which is incorporated herein by reference pursuant to
Item 3(c) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, L.L.P..
23.1 Consent of PricewaterhouseCoopers L.L.P., Independent
Accountants
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, L.L.P. is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
<PAGE>
EXHIBIT 5
Opinion and Consent of Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, L.L.P.
November 9, 1998
Legato Systems, Inc.
3210 Porter Drive
Palo Alto, CA 94304
Re: Legato Systems, Inc. Registration Statement
for Offering of Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 3,066,448 shares of
Common Stock available for issuance under the Company's 1995 Stock Option/Stock
Issuance Plan. We advise you that, in our opinion, when such shares have been
issued and sold pursuant to the applicable provisions of the 1995 Stock
Option/Stock Issuance, and in accordance with the Registration Statement, such
shares will be validly issued, fully paid and nonassessable shares of the
Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, L.L.P.
<PAGE>
EXHIBIT 23.1
Consent of PricewaterhouseCoopers L.L.P., Independent Accountants
We consent to the incorporation by reference in this registration statement of
Legato Systems, Inc., on Form S-8 of our reports dated January 19, 1998, on our
audits of the consolidated financial statements and financial statement schedule
of Legato Systems, Inc. as of December 31, 1997 and 1996 and for each of the
three years in the period ended December 31, 1997, which reports are included in
the Annual Report on form 10-K of Legato Systems, Inc. filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1934.
/s/ PricewaterhouseCoopers L.L.P.
San Jose, California
November 9, 1998
