<PAGE>
As filed with the Securities and Exchange Commission on January 31, 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
LEGATO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
Delaware 7372 94-3077394
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
3210 Porter Drive
Palo Alto, California 94304
(Address of principal executive officers)(Zip Code)
LEGATO SYSTEMS, INC.
1995 Stock Option/Stock Issuance Plan
Employee Stock Purchase Plan
(Full title of the Plans)
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)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Amount to be Offering Price per Aggregate Offering Amount of
Title of Securities to be Registered Registered/1/ Share/2/ Price/2/ Registration Fee
- ------------------------------------------- ---------------- --------------------- -------------------- ------------------
1995 Stock Option/Stock Issuance Plan
- -------------------------------------
Options to Purchase Common Stock 5,257,626 N/A N/A N/A
Common Stock, $0.0001 par value 5,257,626 shares $27.15625 $142,777,406.10 $37,693.24
Employee Stock Purchase Plan
- ----------------------------
Common Stock, $0.0001 par value 2,000,000 shares $27.15625 $54,312,500.00 $14,338.50
====================================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1995 Stock Option/Stock
Issuance Plan and the Employee Stock Purchase 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 price per share of Common Stock of Legato Systems, Inc. as reported
on the Nasdaq National Market on January 25, 2000.
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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, 1998;
(b) Amendment number 1 on Form 10-K/A filed with the SEC on March 4,
1999;
(c) Amendment number 2 on Form 10-K/A filed with the SEC on December
1, 1999;
(d) The Registrant's Current Report on Form 8-K filed with the SEC on
April 13, 1999;
(e) The Registrant's Current Report on Form 8-K filed with the SEC on
May 4, 1999;
(f) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999
(g) The Registrant's Current Report on Form 8-K/A filed with the SEC
June 1, 1999;
(h) The Registrant's Current Report on Form 8-K filed with the SEC on
June 21, 1999;
(i) The Registrant's Current Report on Form 8-K filed with the SEC on
August 12, 1999;
(j) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1999;
(k) The Registrant's Current Report on Form 8-K/A filed with the SEC
on October 12, 1999
(l) The Registrant's Current Report on Form 8-K filed with the SEC on
December 1, 1999;
(m) The Registrant's Current Report on Form 8-K filed with the SEC on
January 21, 2000;
(n) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1999;
(o) Amendment number 1 on Form 10-Q/A filed with the SEC on December
1, 1999; and
(p) 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.
II-1
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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.
II-2
<PAGE>
Item 8. Exhibits
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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(p) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, L.L.P. is contained in
Exhibit 5.
23.3 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.4 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.5 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
24 Power of Attorney. Reference is made to page II-4
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 and the Employee Stock Purchase 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 of 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.
II-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 Palo Alto, State of California on this 28 day
of January, 2000.
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.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Louis C. Cole
____________________________ President, Chief Executive Officer January 28, 2000
Louis C. Cole and Chairman of the Board
(Principal Executive Officer)
/s/ Stephen C. Wise
____________________________ Chief Financial Officer, Vice President of January 28, 2000
Stephen C. Wise Finance and Administration and
Assistant Secretary (Principal Financial and
Accounting Officer)
</TABLE>
II-4
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Signature Title Date
--------- ----- ----
/s/ Eric Benhamou
__________________________ Director January 28, 2000
Eric Benhamou
/s/ H. Raymond Bingham January 28, 2000
__________________________ Director
H. Raymond Bingham
/s/ Kevin A. Fong January 28, 2000
__________________________ Director
Kevin A. Fong
/s/ David N. Strohm January 28, 2000
__________________________ Director
David N. Strohm
/s/ Phillip E. White January 28, 2000
__________________________ Director
Phillip E. White
II
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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(p) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, L.L.P. is contained in Exhibit
5.
23.3 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.4 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.5 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
24 Power of Attorney. Reference is made to page II-4 of
this Registration Statement.
<PAGE>
EXHIBIT 5
January 28, 2000
Legato Systems, Inc.
3210 Porter Drive
Palo Alto, CA 94304
Re: Legato Systems, Inc. ("Company") 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 5,257,626 shares of Common
Stock available for issuance under the Company's 1995 Stock Option/Stock
Issuance Plan and of 2,000,000 shares under the Employee Stock Purchase Plan. We
advise you that, in our opinion, when such shares have been issued and sold
pursuant to the applicable provisions of the Company's 1995 Stock Option/Stock
Issuance Plan and the Employee Stock Purchase Plan, 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 Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 18, 1999, except as to note 5
which is as of April 19, 1999, note 11 which is as of August 13, 1999 and the
pooling of interests with Qualix Group, Inc. which is as of November 30, 1999
relating to the financial statements and financial statement schedule of Legato
Systems, Inc. which appear in Legato Systems, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
San Jose, California
January 28, 2000
<PAGE>
EXHIBIT 23.3
Consent of Independent Auditors
We consent to the incorporation by reference in this registration statement of
Legato Systems, Inc. on Form S-8 of our report dated July 24, 1997 on the
consolidated financial statements and financial statement schedule of
QualixGroup, Inc. as of June 30, 1997 and for the year then ended, appearing in
the annual report on Form 10-K/A of Legato Systems, Inc. for the year ended
December 31, 1998.
/s/ Deloitte & Touche LLP
San Jose, California
January 27, 2000
<PAGE>
EXHIBIT 23.4
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 2, 1999
related to the financial statements of Vinca Corporation as of December 31,1998
and 1997 and for each of the three years in the period ended December 31,1998
included in Legato Systems, Inc.'s Form 8-K/A dated October 12, 1999.
/s/ Arthur Andersen LLP
Salt Lake City, Utah
January 28, 2000
<PAGE>
EXHIBIT 23.5
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Legato Systems, Inc. of our report dated April 20, 1999
relating to the financial statements of Intelliguard Software, Inc., which
appear in Legato Systems Inc.'s Report on Form 8-K/A dated May 28, 1999.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
January 28, 2000
