<PAGE>
As filed with the Securities and Exchange Commission on August 15, 1996.
Registration No. 33-
_______________________________________________________________________________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
BARRA, INC.
(Exact name of registrant as specified in its charter)
California 94-2993326
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1995 University Avenue, Suite 400, Berkeley, California 94704
(Address of Principal Executive Offices)
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
James D. Kirsner
Chief Financial Officer
BARRA, Inc.
1995 University Avenue, Suite 400, Berkeley, California 94704
(Name and address of agent for service)
(510) 548-5442
(Telephone number, including area code, of agent for service)
Copy to:
Maria Louisa Hekker, Esq.
Chief Legal Officer
BARRA, Inc.
1995 University Avenue, Suite 400, Berkeley, California 94704
(415) 548-5442
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
_______________________________________________________________________________
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share * Price Fee
_______________ _____________ _________ __________ ____________
Common Stock, 750,000 $[22.75] $[17,062,500] $[5,833.62]
no par value shares
_______________________________________________________________________________
_______________________________________________________________________________
* Estimated solely for the purpose of computing the registration
fee pursuant to Rule 457(c) on the basis of the average high and
low prices for the Common Stock on August 13, 1996, as reported
on the NASDAQ National Market System.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement covers shares of Common Stock of
BARRA, Inc. (the "Registrant") that have been authorized for
issuance pursuant to the Registrant's 1996 Employee Stock Purchase
Plan, as amended.
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 Commission:
(a) The Registrant's Annual Report filed on Form 10-K
for the fiscal year ended March 31, 1996.
(b) The Registrant's Current Form 8-K filed on April 26, 1996,
as amended by Registrant's Amendment No.1 filed on Form 8-K/A on
July 3, 1996, and by Registrant's Amendment No.2 and Final Amendment
filed on Form 8-K/A on August 8, 1996.
(c) The Registrant's Quarterly Report filed on Form 10-Q for the
quarterly period ended June 30, 1996.
(d) The description of the Registrant's Common Stock, no par
value, contained in the Registrant's Registration Statement on
Form 8-A, dated November 6, 1991, filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 in this Registration Statement and to be a 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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 204 (a) and 317 of the California General Corporation
Law authorize a corporation to indemnify its directors and officers
against certain liabilities and to eliminate their liability to the
corporation except in certain circumstances. The Registrant's
Bylaws provide that the Registrant will indemnify its directors,
officers, employees and other agents to the fullest extent
permitted by California law. The Registrant is also empowered
under its Bylaws to purchase insurance on behalf of any person whom
it is required or permitted to indemnify, and it currently carries
such liability insurance for the benefit of its directors and
executive officers.
II-2
<PAGE>
In addition, the Registrant's Restated Articles of
Incorporation contain a provision limiting the liability of the
Registrant's directors for monetary damages for breach of the
director's duty of care to the Registrant and its shareholders to
the fullest extent permitted by California law. This provision
does not eliminate the directors' duty of care, and in appropriate
circumstances equitable remedies such as an injunction or other
forms of non-monetary relief would remain available under
California law. Moreover, under California law each director is
subject to liability for breach of the director's duty of loyalty
to the Company, for acts or omissions involving intentional
misconduct or knowing violations of law, for acts or omissions
that the director believes to be contrary to the best interest of
the Company or its shareholders, for any transaction from which the
director derived an improper personal benefit, for acts or
omissions involving a reckless disregard for the director's duty to
the Registrant or its shareholders when the director was aware or
should have been aware of a risk of serious injury to the
Registrant or its shareholders, for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the Registrant or its
shareholders, for improper transactions between the director and
the Registrant, for improper distributions to shareholders, and for
loans to officers and directors. The Registrant has entered into
agreements with its directors and officers indemnifying them
against losses they may incur in legal proceeding arising from
their service to the Company
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation of the Registrant.*
4.2 Bylaws of the Registrant, as amended.**
4.3 1996 Employee Stock Purchase Plan, as amended.
4.4 Form of Stock Purchase Agreement
4.5 Form of Officers' Stock Purchase Agreement
5.0 Opinion of Maria Louisa Hekker, Esq., General Counsel of the
Registrant.
23.1 Consent of Deloitte & Touche LLP.
- ---------------------
* Incorporated by reference to an exhibit of corresponding number to
Registrant's S-8 Registration Statement (No. 33-65558).
** Incorporated by reference to Exhibit Number 3.1 to Registrant's Form 10-Q
Quarterly Report for the quarterly period ended June 30, 1996.
II-3
<PAGE>
23.2 Consent of Maria Louisa Hekker, Esq., General Counsel of the
Registrant. Reference is made to Exhibit 5.
24.0 Power of Attorney. Reference is made to Page II-6.
ITEM 9. UNDERTAKINGS
The 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
Securities Act of 1933 (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 Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price set
forth in the "Calculation of Registration Fee" table in the
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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") that are incorporated by reference in this Registration Statement.
II-4
<PAGE>
(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 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.
(4) 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 thereof.
(5) 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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 Berkeley, State of California, on this 15th day of August, 1996.
BARRA, INC.
By: /s/ Andrew Rudd
----------------------------------------
Andrew Rudd
Chairman and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Andrew Rudd and
James D. Kirsner, or either of them, as his or her true and lawful
attorneys-in-fact and agents, 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 either of
them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof. This power of attorney expires
on August 14, 1997.
II-6
<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/ Andrew Rudd Chief Executive August 12, 1996
- ---------------------- Officer, Chairman
Andrew Rudd of the Board and
Director (Principal
Executive Officer)
/s/ James D. Kirsner Chief Financial August 12, 1996
- ---------------------- Officer
James D. Kirsner (Principal Financial
and Accounting
Officer)
/s/ Ronald J. Lanstein Director and August 12, 1996
- ---------------------- Vice Chairman
Ronald J. Lanstein
/s/ A. George Battle Director August 12, 1996
- ----------------------
A. George Battle
/s/ John F. Casey Director August 12, 1996
- ----------------------
John F. Casey
/s/ M. Blair Hull Director August 12, 1996
- ----------------------
M. Blair Hull
/s/ Norman J. Laboe Director August 12, 1996
- ----------------------
Norman J. Laboe
II-7
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Exhibit Description Page Number
- -------- ------------------- -----------
4.1 Restated Articles of Incorporation of N/A
the Registrant.*
4.2 Bylaws of the Registrant, as amended.** N/A
4.3 1996 Employee Stock Purchase Plan, II-9
as amended
4.4 Form of Stock Purchase Agreement II-19
4.5 Form of Officers' Stock Purchase Agreement II-21
5.0 Opinion of Maria Louisa Hekker, Esq., II-23
General Counsel of the Registrant.
23.1 Consent of Deloitte & Touche LLP. II-24
23.2 Consent of Maria Louisa Hekker, Esq., II-23
General Counsel of the Registrant.
Reference is made to Exhibit 5.
24.0 Power of Attorney. Reference is made II-6
to Page II-6.
- ---------------
* Incorporated by reference to an exhibit of corresponding number to
Registrant's S-8 Registration Statement (No. 33-65558).
** Incorporated by reference to Exhibit Number 3.1 to Registrant's Form 10-Q
Quarterly Report for the quarterly period ended June 30, 1996.
II-8
<PAGE>
BARRA, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
- ------------------
* As amended by Amendment Number One To The BARRA, Inc. 1996 Employee Stock
Purchase Plan, effective as of August 1, 1996.
II-9
<PAGE>
TABLE OF CONTENTS
PAGE
-----
I. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . .1
2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . .1
3. ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . .2
4. PARTICIPATION . . . . . . . . . . . . . . . . . . . . . .3
5. OFFERING. . . . . . . . . . . . . . . . . . . . . . . . .4
6. PURCHASE OF STOCK . . . . . . . . . . . . . . . . . . . .5
7. PAYMENT AND DELIVERY. . . . . . . . . . . . . . . . . . .5
8. RECAPITULATION. . . . . . . . . . . . . . . . . . . . . .5
9. MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS . . .6
10. TRANSFERABILITY . . . . . . . . . . . . . . . . . . . . .6
11. AMENDMENT OR TERMINATION OF THE PLAN. . . . . . . . . . .6
12. ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . .7
13. COMMITTEE RULES FOR FOREIGN JURISDICTIONS . . . . . . . .7
14. SECURITIES LAWS REQUIREMENTS. . . . . . . . . . . . . . .7
15. GOVERNMENT REGULATIONS. . . . . . . . . . . . . . . . . .7
16. NO ENLARGEMENT OF EMPLOYEE RIGHTS . . . . . . . . . . . .7
17. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . .8
18. EFFECTIVE DATE. . . . . . . . . . . . . . . . . . . . . .8
II-10
<PAGE>
BARRA, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE.
The purpose of this Plan is to provide an opportunity for
Employees of BARRA, Inc. (the "Corporation") and its Designated
Subsidiaries, to purchase Common Stock of the Corporation and
thereby to have an additional incentive to contribute to the
prosperity of the Corporation. It is the intention of the
Corporation that the Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended, and the Plan shall be construed in accordance with this
intention.
2. DEFINITIONS.
(a) "BOARD" shall mean the Board of Directors of the
Corporation.
(b) "CODE" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "COMMITTEE" shall mean the committee appointed by the
Board in accordance with Section 12 of the Plan.
(d) "COMMON STOCK" shall mean the Common Stock of the
Corporation, or any stock into which such Common Stock may be
converted.
(e) "COMPENSATION" shall mean an Employee's wages or salary
and other amounts payable to an Employee on account of personal
services rendered by the Employee to the Corporation or a
Designated Subsidiary and which are reportable as wages or other
compensation on the Employee's Form W-2, plus pre-tax contributions
of the Employee under a cash or deferred arrangement (401(k) plan)
or cafeteria plan maintained by the Corporation or a Designated
Subsidiary, but excluding, however, (1) non-cash fringe benefits,
(2) special payments as determined by the Committee (e.g., moving
expenses, unused vacation, severance pay), (3) income from the
exercise of stock options or other stock purchases and (4) any
other items of Compensation as determined by the Committee.
(f) "CORPORATION" shall mean BARRA, Inc., a California
corporation.
(g) "DESIGNATED SUBSIDIARY" shall mean a Subsidiary which has
been designated by the Board as eligible to participate in the
Plan.
(h) "EMPLOYEE" shall mean an individual employed (within the
meaning of Code Section 3401(c) and the regulations thereunder) by
the Corporation or a Designated Subsidiary.
(i) "ENTRY DATE" shall mean the first day of each Option
Period.
(j) "EXERCISE DATE" shall mean the last business day of each
Exercise Period.
- ------------------
* As amended by Amendment Number One To The BARRA, Inc. 1996 Employee Stock
Purchase Plan, effective as of August 1, 1996.
II-11
<PAGE>
(k) "EXERCISE PERIOD" shall mean a three-month, six-month or
other period as determined by the Board. The first Exercise Period
during an Option Period shall commence on the first day of such
Option Period. Subsequent Exercise Periods, if any, shall run
consecutively after the termination of the preceding Exercise
Period. The last Exercise Period in an Option Period shall
terminate on the last day of such Option Period.
(l) "FAIR MARKET VALUE" shall mean the value of one (1) share
of Common Stock on the relevant date, determined as follows:
(1) If the shares are traded on an exchange, the reported
"closing price" on the next preceding trading day;
(2) If the shares are traded over-the-counter on the
NASDAQ System or on the NASDAQ National Market System, the mean
between the best last bid and the best last asked prices on said
System on the next preceding trading day; and
(3) If neither (1) nor (2) applies, the fair market value
as determined by the Committee in good faith. Such determination
shall be conclusive and binding on all persons.
(m) "OPTION PERIOD" shall mean a period of up to twenty-seven
(27) months as determined by the Committee. The Board may determine
that the Option Period and the Exercise Period are the same.
(n) "PARTICIPANT" shall mean a participant in the Plan as
described in Section 4 of the Plan.
(o) "PLAN" shall mean this employee stock purchase plan.
(p) "SHAREHOLDER" shall mean a record holder of shares
entitled to vote shares of Common Stock under the Corporation's by-laws.
(q) "SUBSIDIARY" shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, as described in Code Section 424(f).
3. ELIGIBILITY.
Any Employee regularly employed on a full-time basis by the
Corporation or by any Designated Subsidiary on an Entry Date shall
be eligible to participate in the Plan with respect to the Option
Period commencing on such Entry Date, provided that the Committee
may establish administrative rules requiring that employment
commence some minimum period (e.g., one pay period) prior to an
Entry Date to be eligible to participate with respect to that Entry
Date and provided further that (1) the Board may extend eligibility
to part-time Employees pursuant to criteria and procedures
established by the Committee and (2) the Board may impose an
eligibility period on participation of up to two years with respect
to participation on any prospective Entry Date. The Board may also
determine that a designated group of highly compensated Employees
(e.g., Employees subject to Rule 16b-3 promulgated under the
Securities Exchange Act of 1934) are ineligible to participate in
the Plan. An Employee shall be considered employed on a full-time
basis unless his or her customary employment is less
II-12
<PAGE>
than 20 hours per week or five months per year. No Employee may participate
in the Plan if immediately after an option is granted the Employee owns or is
considered to own (within the meaning of Code Section 424(d)), shares of
stock, including stock which the Employee may purchase by conversion of
convertible securities or under outstanding options granted by the
Corporation, possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Corporation or of any of
its Subsidiaries. All Employees who participate in the Plan shall have the
same rights and privileges under the Plan except for differences which may be
mandated by local law and which are consistent with Code Section 423(b)(5).
The Board may impose restrictions on eligibility and participation of
Employees who are officers and directors to facilitate compliance with
federal or state securities laws or foreign laws.
4. PARTICIPATION.
4.1 An Employee who is eligible to participate in the Plan in
accordance with Section 3 may become a Participant by filing, on a
date prescribed by the Committee prior to an applicable Entry Date,
a completed payroll deduction authorization and Plan enrollment form
provided by the Corporation. An eligible Employee may authorize
payroll deductions at the rate of any whole percentage of the
Employee's Compensation, not to exceed fifteen percent (15%) of the
Employee's Compensation, or such lesser percentage as specified by
the Committee as applied to an Entry Date or Option Period. All
payroll deductions may be held by the Corporation and commingled
with its other corporate funds. No interest shall be paid or
credited to the Participant with respect to such payroll deductions
except where required by local law as determined by the Committee.
A separate bookkeeping account for each Participant shall be
maintained by the Corporation under the Plan and the amount of each
Participant's payroll deductions shall be credited to such account.
A Participant may not make any additional payments into such
account.
4.2 Under procedures established by the Committee, a
Participant may suspend or discontinue participation in the Plan at
any time during an Exercise Period by completing and filing a new
payroll deduction authorization and Plan enrollment form with the
Corporation. A Participant may increase or decrease his or her rate
of payroll deductions only effective on an Entry Date by filing a
new payroll deduction authorization and Plan enrollment form. If a
new payroll deduction authorization and Plan enrollment form is not
filed with the Corporation, the rate of payroll deductions shall
continue at the originally elected rate throughout the Option Period
unless the Board determines to change the permissible rate.
If a Participant suspends participation during an Exercise
Period, his or her accumulated payroll deductions will remain in the
Plan for purchase of shares as specified in Section 6 on the
following Exercise Date, but the Participant will not again
participate until he or she completes a new payroll deduction
authorization and Plan enrollment form. The Committee may establish
rules limiting the frequency with which Participants may suspend and
resume payroll deductions under the Plan and may impose a waiting
period on Participants wishing to resume suspended payroll
deductions. If a Participant discontinues participation in the
Plan, the amount credited to the Participant's individual account
shall be paid to the Participant without interest (except where
required by local law). In the event any Participant terminates
employment with the Corporation or any Subsidiary for any reason
(including death) prior to the expiration of an Option Period, the
Participant's participation in the Plan shall terminate and all
amounts credited to the Participant's account shall be paid to the
Participant or the Participant's estate without interest (except
where required by local law). Whether a
II-13
<PAGE>
termination of employment has occurred shall be determined by the Committee.
The Committee may also establish rules regarding when leaves of absence or
change of employment status (e.g., from full-time to part-time) will be
considered to be a termination of employment, and the Committee may establish
termination of employment procedures for this Plan which are independent of
similar rules established under other benefit plans of the Corporation and
its Subsidiaries.
In the event of a Participant's death, any accumulated payroll
deductions will be paid, without interest, to the estate of the
Participant.
5. OFFERING.
5.1 The maximum number of shares of Common Stock which may be
issued pursuant to the Plan shall be 750,000 shares. The Board may
designate any amount of available shares for offering for any Option
Period determined pursuant to Section 5.2.
5.2 Each Option Period, Entry Date and Exercise Period shall
be determined by the Board. The Board shall have the power to
change the duration of future Option Periods or future Exercise
Periods, and to determine whether or not to have overlapping Option
Periods, with respect to any prospective offering, without
shareholder approval, and without regard to the expectations of any
Participants.
5.3 With respect to each Option Period, each eligible Employee
who has elected to participate as provided in Section 4.1 shall be
granted an option to purchase that number of shares of Common Stock
which may be purchased with the payroll deductions accumulated on
behalf of such Employee (assuming payroll deductions at a rate of
15% of Compensation) during each Exercise Period within such Option
Period at the purchase price specified in Section 5.4 below;
provided, however, (1) in no event shall the Employee be entitled to
accrue rights to purchase shares under the Plan (and all other
employee stock purchase plans, as defined in Code Section 423, of
the Corporation and its subsidiaries) at a rate which exceeds
$25,000 of the Fair Market Value of such stock (determined at the
time the option is granted) for any calendar year in which such
option is outstanding at any time, and (2) the maximum shares
subject to any option shall in no event exceed 500.
5.4 The option price under each option shall be the lower of:
(i) a percentage (not less than eighty-five percent (85%))
established by the Board ("Designated Percentage") of the Fair
Market Value of the Common Stock on the Entry Date on which an
option is granted, or (ii) the Designated Percentage of the Fair
Market Value on the Exercise Date on which the Common Stock is
purchased. The Board may change the Designated Percentage with
respect to any future Option Period, but not below eighty-five
percent (85%).
5.5 If the total number of shares of Common Stock for which
options granted under the Plan are exercisable exceeds the maximum
number of shares offered on any Entry Date, the number of shares
which may be purchased under options granted on the Entry Date shall
be reduced on a pro rata basis in as nearly a uniform manner as
shall be practicable and equitable. In this event, payroll
deductions shall also be reduced or refunded accordingly.
5.6 In the event that the Fair Market Value of the
Corporation's Common Stock is lower on the first day of an Exercise
Period within an Option Period (subsequent "Reassessment Date") than
it was on the Entry Date for such Option Period, all Employees
II-14
<PAGE>
participating in the Plan on the Reassessment Date shall be deemed to have
relinquished the unexercised portion of the option granted on the Entry Date
and to have enrolled in and received a new option commencing on such
Reassessment Date, unless the Board has determined not to permit overlapping
Option Periods or to restrict such transfers to lower price Option Periods.
6. PURCHASE OF STOCK.
Upon the expiration of each Exercise Period, a Participant's
option shall be exercised automatically for the purchase of that
number of shares (both whole and fractional) of Common Stock which
the accumulated payroll deductions credited to the Participant's
account at that time shall purchase at the applicable price
specified in Section 5.4.
7. PAYMENT AND DELIVERY.
Upon the exercise of an option, the Corporation shall deliver
to the Participant the whole and fractional shares of Common Stock
purchased on the Participant's behalf. The Board may permit or
require that shares be deposited directly with a broker designated
by the Participant (or a broker selected by the Committee) or to a
designated agent of the Company, and the Committee may utilize
electronic or automated methods of share transfer. The Board may
require that shares be retained with such broker or agent for a
designated period of time (and may restrict dispositions during that
period) and/or may establish other procedures to permit tracking of
disqualifying dispositions of such shares and/or to restrict
transfer of such shares. The Corporation shall retain the amount of
payroll deductions used to purchase Common Stock as full payment for
the Common Stock and the Common Stock shall then be fully paid and
non-assessable. No Participant shall have any voting, dividend, or
other stockholder rights with respect to shares subject to any
option granted under the Plan until the option has been exercised
and shares issued.
8. RECAPITALIZATION.
If after the grant of an option, but prior to the purchase of
Common Stock under the option, there is any increase or decrease in
the number of outstanding shares of Common Stock because of a stock
split, stock dividend, combination or recapitalization of shares
subject to options, the number of shares to be purchased pursuant to
an option, the share limit of Section 5.3 and the maximum number of
shares specified in Section 5.1 shall be proportionately increased
or decreased, the terms relating to the purchase price with respect
to the option shall be appropriately adjusted by the Board, and the
Board shall take any further actions which, in the exercise of its
discretion, may be necessary or appropriate under the circumstances.
The Board, if it so determines in the exercise of its sole
discretion, also may adjust the number of shares specified in
Section 5.1, as well as the price per share of Common Stock covered
by each outstanding option and the maximum number of shares subject
to any individual option, in the event the Corporation effects one
or more reorganizations, recapitalizations, spin-offs, split-ups,
rights offerings or reductions of shares of its outstanding Common
Stock.
The Board's determinations under this Section 8 shall be
conclusive and binding on all parties.
II-15
<PAGE>
9. MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.
In the event of the proposed liquidation or dissolution of the
Corporation, the Option Period will terminate immediately prior to
the consummation of such proposed transaction, unless otherwise
provided by the Board in its sole discretion, and all outstanding
options shall automatically terminate and the amounts of all payroll
deductions will be refunded without interest to the Participants.
In the event of a proposed sale of all or substantially all of
the assets of the Corporation, or the merger or consolidation of the
Corporation with or into another corporation, then in the sole
discretion of the Board, (1) each option shall be assumed or an
equivalent option shall be substituted by the successor corporation
or parent or subsidiary of such successor corporation, (2) a date
established by the Board on or before the date of consummation of
such merger, consolidation or sale shall be treated as an Exercise
Date, and all outstanding options shall be deemed exercisable on
such date or (3) all outstanding options shall terminate and the
accumulated payroll deductions shall be returned to the
Participants.
10. TRANSFERABILITY.
Options granted to Participants may not be voluntarily or
involuntarily assigned, transferred, pledged, or otherwise disposed
of in any way, and any attempted assignment, transfer, pledge, or
other disposition shall be null and void and without effect. If a
Participant in any manner attempts to transfer, assign or otherwise
encumber his or her rights or interest under the Plan, other than as
permitted by the Code, such act shall be treated as an election by
the participant to discontinue participation in the Plan pursuant to
Section 4.2.
11. AMENDMENT OR TERMINATION OF THE PLAN.
11.1 The Plan shall continue until May 16, 2006, unless
previously terminated in accordance with Section 11.2.
11.2 The Board may, in its sole discretion, insofar as
permitted by law, terminate or suspend the Plan, or revise or amend
it in any respect whatsoever, except that, without approval of the
shareholders, no such revision or amendment shall:
(a) materially increase the number of shares subject to
the Plan, other than an adjustment under Section 8 of the Plan;
(b) materially modify the requirements as to eligibility
for participation in the Plan, except as otherwise specified in this
Plan;
(c) materially increase the benefits accruing to
Participants;
(d) reduce the purchase price specified in Section 5.4,
except as specified in Section 8;
(e) extend the term of the Plan beyond the date specified
in Section 11.1; or
(f) amend this Section 11.2 to defeat its purpose.
II-16
<PAGE>
12. ADMINISTRATION.
The Board shall appoint a Committee consisting of at least two
members who will serve for such period of time as the Board may
specify and who may be removed by the Board at any time. The
Committee will have the authority and responsibility for the day-to-day
administration of the Plan, the authority and responsibility
specifically provided in this Plan and any additional duties,
responsibility and authority delegated to the Committee by the
Board, which may include any of the functions assigned to the Board
in this Plan. The Committee shall have full power and authority to
promulgate any rules and regulations which it deems necessary for
the proper administration of the Plan, to interpret the provisions
and supervise the administration of the Plan, and to take all action
in connection with administration of the Plan as it deems necessary
or advisable, consistent with the delegation from the Board.
Decisions of the Board and the Committee shall be final and binding
upon all participants. Any decision reduced to writing and signed
by a majority of the members of the Committee shall be fully
effective as if it had been made at a meeting of the Committee duly
held. The Corporation shall pay all expenses incurred in the
administration of the Plan. No Board or Committee member shall be
liable for any action or determination made in good faith with
respect to the Plan or any option granted thereunder.
13. COMMITTEE RULES FOR FOREIGN JURISDICTIONS.
The Committee may adopt rules or procedures relating to the
operation and administration of the Plan in non-United States
jurisdictions to accommodate the specific requirements of local laws
and procedures. Without limiting the generality of the foregoing,
the Committee is specifically authorized to adopt rules and
procedures regarding handling of payroll deductions, payment of
interest, conversion of local currency, withholding procedures and
handling of stock certificates which vary with local requirements.
14. SECURITIES LAWS REQUIREMENTS.
The Corporation shall not be under any obligation to issue
Common Stock upon the exercise of any option unless and until the
Corporation has determined that: (i) it and the Participant have
taken all actions required to register the Common Stock under the
Securities Act of 1933, or to perfect an exemption from the
registration requirements thereof; (ii) any applicable listing
requirement of any stock exchange on which the Common Stock is
listed has been satisfied; and (iii) all other applicable provisions
of state, federal and applicable foreign law have been satisfied.
15. GOVERNMENTAL REGULATIONS.
This Plan and the Corporation's obligation to sell and deliver
shares of its stock under the Plan shall be subject to the approval
of any governmental authority required in connection with the Plan
or the authorization, issuance, sale, or delivery of stock
hereunder.
16. NO ENLARGEMENT OF EMPLOYEE RIGHTS.
Nothing contained in this Plan shall be deemed to give any
Employee the right to be retained in the employ of the Corporation
or any Designated Subsidiary or to interfere with the right of the
Corporation or Designated Subsidiary to discharge any Employee at
any time.
II-17
<PAGE>
17. GOVERNING LAW.
This Plan shall be governed by California law, but shall be
interpreted to be consistent with the requirements of any employee
stock purchase plan under Code Section 423.
18. EFFECTIVE DATE.
This Plan shall be effective May 16, 1996, subject to approval
of the shareholders of the Corporation within 12 months of its
adoption by the Board of Directors.
II-18
<PAGE>
Exhibit 4.4
BARRA, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
STOCK PURCHASE AGREEMENT
1. By choosing to participate in the BARRA, Inc. ("Company") 1996 Employee
Stock Purchase Plan (the "Plan") for the option period specified below, I
am subscribing to purchase shares of the Company's Common Stock in
accordance with the terms of this Stock Purchase Agreement, the attached
Payroll Deduction and Enrollment/Change Form, and the Plan.
2. I authorize payroll deductions from each paycheck in that percentage of my
total compensation (up to 15%, including base salary and overtime)
specified on the attached Payroll Deduction and Enrollment/Change Form.
3. I understand that my payroll deductions will be accumulated for the
purchase of shares of the Common Stock on the last business day of each
exercise period. Unless otherwise changed by the Company's Board, the
purchase price per share will be the LOWER of (i) 90% of fair market value
on the first day of the option period or (ii) 90% of fair market value on
the last day of the exercise period.
4. I understand that this enrollment will be effective for the duration of the
option period specified below and that shares will be purchased on my
behalf unless my participation terminates upon my withdrawal from the Plan
or my death or cessation of employment with the Company.
5. I understand that the shares purchased on my behalf will be recorded in my
name at a brokerage firm or agent designated by the Company (the "Broker").
I understand that I will be required to retain all shares purchased on my
behalf with the Broker during the period of time necessary to track
disqualifying dispositions (i.e., the period that is the longer of (a) two
years from the start of the option period in which the shares were acquired
and (b) one year after the actual purchase date of the shares). I
understand that I will not be able to sell or transfer the shares for a
period of up to of 3 months following the purchase date and that this
3-month period may be extended to up to 21 months by the Company's Board. I
understand that for any time during such restricted period, the Company may
place a legend or legends describing the restrictions on any certificates
representing shares purchased. I understand that my obligation to refrain
from selling or transferring the shares during the restricted period will
continue notwithstanding that such a legend may be placed on the
certificates.
6. I understand that I must notify the Stock Administrator of the Company if I
sell any of the shares purchased under the Plan within one (1) year from
the actual purchase date or within two (2) years after the start of the
option period in which they were acquired. I understand that the Company
may, at any time during the one or two-year periods set forth above, place
a legend or legends on any certificate representing shares purchased
requesting the transfer agent for the Company's stock to notify the Company
of any such transfer. I understand that my obligation to notify the
Company of any such transfer continues notwithstanding that such a legend
has been placed on the certificate.
7. I understand that the Plan sets forth limitations (i) respecting the
maximum number of shares purchasable during an option period (2,000
shares), (ii) prohibiting the purchase of more than $25,000 worth of Common
Stock per calendar year, and (iii) prohibiting the grant of purchase rights
to 5% or greater shareholders.
8. I understand that should I die owning shares of the Company stock or rights
to acquire such stock the stock or rights may subject my estate to United
States federal estate taxes. I understand that I should seek my own tax
advice regarding this potential tax.
II-21
<PAGE>
9. I acknowledge that I have seen a copy of, and am familiar with, the
official Plan Prospectus summarizing the operation of the Plan. A complete
copy of the actual plan document is attached as Exhibit A to the Prospectus
and is on file at the Company's corporate offices in Berkeley, California.
10. I understand that the grant of an option to purchase stock in one year or
at one time does not in any way obligate the Company to make a grant or
award in any future year or in any given amount. I acknowledge and
understand that the Plan is wholly discretionary in nature and is not to be
considered part of my normal or expected compensation subject to severance,
resignation, redundancy or similar pay, if any.
11. If I am employed by a subsidiary of the Company, I hereby authorize and
direct my employer to disclose to the Company or any of its subsidiaries
such information regarding my employment, the nature and amount of my
compensation and the fact and conditions of my participation in the Plan as
my employer deems necessary to facilitate the administration of the Plan.
12. I have read this Agreement, and I hereby agree to be bound by the terms of
the Plan. I acknowledge that my eligibility to participate in the Plan is
dependent upon the terms of the Plan.
Date: __________________________ Signature: __________________________
Printed Name: _______________________
Start Date of Option Period: ________
II-22
<PAGE>
Exhibit 4.5
BARRA, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
OFFICERS' STOCK PURCHASE AGREEMENT
1. By choosing to participate in the BARRA, Inc. ("Company") 1996 Employee
Stock Purchase Plan (the "Plan") for the option period specified below, I
am subscribing to purchase shares of the Company's Common Stock in
accordance with this Stock Purchase Agreement, the attached Payroll
Deduction and Enrollment Change Form, and the Plan.
2. I authorize payroll deductions from each paycheck in that percentage of my
total compensation (up to 15%, including base salary and overtime)
specified on the attached Payroll Deduction and Enrollment/Change Form.
3. I understand that my payroll deductions will be accumulated for the
purchase of shares of the Common Stock on the last business day of each
exercise period. Unless otherwise changed by the Company's Board, the
purchase price per share will be the LOWER of (i) 90% of fair market value
on the first day of the option period or (ii) 90% of fair market value on
the last day of the exercise period, unless otherwise changed by the Board
or the Committee.
4. I understand that this enrollment will be effective for the duration of the
option period specified below and that shares will be purchased on my
behalf unless my participation terminates upon my death or cessation of
employment with the Company.
5. I hereby waive any right I may have during an exercise period to withdraw,
suspend or resume my participation in the Plan, or to increase or reduce
the amount of my payroll deductions under the Plan. I understand that all
such changes must be elected before the first day of the exercise period
for which such changes are to take effect.
6. I understand that as an officer of the Company I am subject to the short-
swing profit rules set forth in section 16 of the Securities Exchange Act
of 1934 (the "Act"), and that I am responsible for compliance with the
terms of Act. I understand that stock purchases under the Plan may be
subject to the short-swing profit rules unless an exemption is available.
7. I understand that the shares purchased on my behalf will be recorded in my
name at a brokerage firm or agent designated by the Company (the "Broker").
I understand that I will be required to retain all shares purchased on my
behalf with the Broker during the period of time necessary to track
disqualifying dispositions (i.e., the period that is the longer of (a) two
years from the start of the option period in which the shares were acquired
and (b) one year after the actual purchase date of the shares). I
understand that I will not be able to sell or transfer the shares for a
period of up to 3 months following the purchase date and that this 3-month
period may be extended to up to 21 months by the Company's Board. I
understand that for any time during such restricted period, the Company may
place a legend or legends describing the restrictions on any certificates
representing shares purchased. I understand that my obligations to refrain
from selling or transferring the shares during the restricted period will
continue notwithstanding that such a legend may be placed on the
certificates.
8. I understand that I must notify the Stock Administrator of the Company if I
sell any of the shares purchased under the Plan within one (1) year from
the actual purchase date or within two (2) years after the start of the
option period in which they were acquired. I understand that the Company
may, at any time during the one or two-year periods set forth above, place
a legend or legends on any certificate representing shares purchased
requesting the transfer agent for the Company's stock to notify the Company
of any such transfer. I understand that my obligation to notify the
Company of any such transfer continues notwithstanding that such a legend
has been placed on the certificate.
II-21
<PAGE>
9. I understand that the Plan sets forth limitations (i) respecting the
maximum number of shares purchasable during an option period (2,000
shares), (ii) prohibiting the purchase of more than $25,000 worth of Common
Stock per calendar year, and (iii) prohibiting the grant of purchase rights
to 5% shareholders.
10. I understand that should I die owning shares of the Company stock or rights
to acquire such stock the stock or rights may subject my estate to United
States federal estate taxes. I understand that I should seek my own tax
advice regarding this potential tax.
11. I acknowledge that I have seen a copy of, and am familiar with, the
official Plan Prospectus summarizing the operation of the Plan. A complete
copy of the actual plan document is attached as Exhibit A to the Prospectus
and is on file at the Company's corporate offices in Berkeley, California.
12. I understand that the grant of an option to purchase stock in one year or
at one time does not in any way obligate the Company to make a grant or
award in any future year or in any given amount. I acknowledge and
understand that the Plan is wholly discretionary in nature and is not to be
considered part of my normal or expected compensation subject to severance,
resignation, redundancy or similar pay, if any.
13. If I am employed by a subsidiary of the Company, I hereby authorize and
direct my employer to disclose to the Company or any of its subsidiaries
such information regarding my employment, the nature and amount of my
compensation and the fact and conditions of my participation in the Plan as
my employer deems necessary to facilitate the administration of the Plan.
14. I have read this Agreement, and I hereby agree to be bound by the terms of
the Plan. I acknowledge that my eligibility to participate in the Plan is
dependent upon the terms of the Plan.
Date: Signature:
------------------------- ---------------------------------
Printed Name:
-------------------------------
Start Date of Option Period:
------------
II-22
<PAGE>
Exhibit 5.0
August 12, 1996
BARRA, Inc.
1995 University Avenue, Suite 400
Berkeley, CA 94704
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
This opinion accompanies the Registration Statement on Form S-8 (the
"Registration Statement") of BARRA, Inc., a California corporation (the
"Company"), to be filed with the Securities and Exchange Commission on August
15, 1996 relating to 750,000 shares of the Company's Common Stock, no par value
(the "Shares"), reserved for issuance under your Employee Stock Purchase Plan,
as amended (the "Plan"). As General Counsel for the company, I advise you as
follows:
I am of the opinion that when the steps mentioned below shall have been
taken, the Shares will be legally and validly issued, fully paid and
non-assessable. The steps to be taken as indicated in the foregoing sentence
are:
(a) Compliance with the Securities Act of 1933, as amended; and
(b) Issuance and sale of the Shares in accordance with the Company's
Amended and Restated Articles of Incorporation and in the manner described in
the Plan.
I hereby consent to be named in the Registration Statement and in any
amendments thereto as General Counsel for the Company, to the statements with
reference to me made in the Registration Statement, and to the filing and use
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Maria Louisa Hekker
-----------------------
Maria Louisa Hekker
General Counsel
II-23
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
BARRA, Inc. on Form S-8 pertaining to the BARRA, Inc. 1996 Employee Stock
Purchase Plan of our report dated May 17, 1996, incorporated by reference
in the Annual Report on Form 10-K of BARRA, Inc. for the year ended
March 31, 1996.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
Seattle, Washington
August 14, 1996
II-24
