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As filed with the Securities and Exchange Commission on June 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
ROSS SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 7372 94-2170198
<S> <C> <C>
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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TWO CONCOURSE PARKWAY
SUITE 800
ATLANTA, GA 30328
(770) 351-9600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1991 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
DENNIS V. VOHS
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
ROSS SYSTEMS, INC.
TWO CONCOURSE PARKWAY
SUITE 800
ATLANTA, GA 30328
(770) 351-9600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPY TO:
MARIO M. ROSATI, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE OFFERING AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
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1991 Employee Stock Purchase Plan Common Stock,
$0.001 par value (1) 150,000 $1.16 $173,320.31 $45.76
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TOTAL REGISTRATION FEES $45.76
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(1) The shares covered by this Registration Statement represent shares of
Common Stock which have become available for issuance under the
Registrant's 1991 Employee Stock Purchase Plan as a result of an amendment
approved by the shareholders at the Registrant's Annual Meeting held on
November 18, 1998 increasing the number of shares authorized for issuance
thereunder by 150,000. The Proposed Maximum Offering Price Per Share has
been estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the registration fee. The
computation is based upon 85% (see explanation in the following sentence)
of the average of the high and low price of Registrant's Common Stock as
reported on the Nasdaq National Market System on June 12, 2000. Pursuant to
the 1991 Employee Stock Purchase Plan, the Purchase Price of a share of
Common Stock shall mean an amount equal to 85% of the Fair Market Value of
a share of Common Stock on the Enrollment Date or the Exercise Date,
whichever is lower.
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ROSS SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN 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 description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed pursuant to Section 12 of
the Exchange Act on March 22, 1991.
(b) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999.
(c) The Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 2000.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange 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.
As of the date hereof, certain members of Wilson Sonsini Goodrich &
Rosati, Professional Corporation, hold options to purchase 38,000 shares of the
Registrant's Common Stock. Mario M. Rosati, a member of such firm, is a Director
and Assistant Secretary of the Registrant.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has adopted provisions in its Certificate of
Incorporation that eliminate the personal liability of its directors and
officers for monetary damages arising from a breach of their fiduciary duties in
certain circumstances to the fullest extent permitted by law and authorizes the
Registrant to indemnify its directors and officers to the fullest extent
permitted by law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
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Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act"). The Registrant has entered into indemnification
agreements to such effect with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Index below).
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, 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, 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 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
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Ross Systems, Inc., 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 Atlanta, State of
Georgia, on June 15, 2000.
ROSS SYSTEMS, INC.
By: /s/ Dennis V. Vohs
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Dennis V. Vohs,
Chairman of the Board and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dennis V. Vohs and Robert B. Webster,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him 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 each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
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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SIGNATURE TITLE DATE
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/s/ Dennis V. Vohs
---------------------------------------- Chairman of the Board, Chief Executive Officer and
(Dennis V. Vohs) Director (Principal Executive Officer) June 15, 2000
Executive Vice President, Finance and
/s/ Robert B. Webster
---------------------------------------- Administration, Chief Financial Officer (Principal
(Robert B. Webster) Financial and Accounting Officer) and Secretary June 15, 2000
/s/ J. William Goodhew
----------------------------------------
(J. William Goodhew) Director June 15, 2000
/s/ Mario M. Rosati
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(Mario M. Rosati) Director June 15, 2000
/s/ Bruce J. Ryan
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(Bruce J. Ryan) Director June 15, 2000
/s/ J. Patrick Tinley
----------------------------------------
(J. Patrick Tinley) President, Chief Operating Officer and Director June 15, 2000
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ROSS SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (included in Registration Statement on page 6).
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