<PAGE>
As filed with the Securities and Exchange Commission on November ___, 1999
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 2
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
BARRA, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-2993326
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2100 Milvia Street
Berkeley, CA 94704-1113
(Address of Principal Executive Offices) (Zip Code)
BARRA, INC. DIRECTORS OPTION PLAN
(Full Title of the Plan)
James D. Kirsner
Chief Financial Officer
BARRA, Inc.
2100 Milvia Street, Berkeley, CA 94704-1113
(510)548-5442
(Name, address, including zip code and telephone number,
including area code, of agent for service)
Copy to: Maria Hekker, Esq.
General Counsel
BARRA, Inc.
2100 Milvia Street, Berkeley, CA 94704-1113
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
See below* N/A* N/A* N/A* N/A*
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
* No additional securities are to be registered, and registration fees
were paid upon filing of the original Registration Statement on Form
S-8 File No. 333-35381. Therefore, no further registration fee is
required.
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (this "Amendment"), to those
certain Registration Statements on Form S-8 (333-35381 filed on September 11,
1997, and 333-35379 filed on August 14, 1998, collectively the "Registration
Statements") is being filed pursuant to the Securities Act of 1933, as amended
(the "Securities Act") by BARRA, Inc., a Delaware corporation (the
"Registrant").
The BARRA, Inc. Directors Option Plan (the "Plan") is being amended
pursuant to Amendment No.2 to the Plan (attached to this Registration Statement
as Exhibit 10.3 ) to increase the initial grant of options to new Non-Employee
Directors and to increase the annual grant of additional options to Non-Employee
Directors.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The document which updates the information specified in Item 1 will be
sent or given to participants in the Plan as specified in Rule 428(b)(1) and is
not required to be filed as part of the Amendment.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The document which updates the information specified in Item 2 will be sent or
given to participants in the Plan as specified in Rule 428(b)(1) and is not
required to be filed as part of the Amendment.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Amendment the
following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission"):
(a) The Registrant's annual report filed on Form 10-K for the
fiscal year ended March 31, 1999, filed pursuant to Section 13
of the Securities Exchange Act of 1934 ("Exchange Act") on
June 29, 1999 (File No.000-19690).
(b) The Registrant's quarterly report on Form 10-Q filed pursuant
to the Exchange Act on August 16, 1999 (File No. 000-19690).
(c) The Registrant's current report on Form 8-K filed pursuant to
the Exchange Act on April 23, 1999 (File No. 000-19690).
(d) The Registrant's current report on Form 8-K filed pursuant to
the Exchange Act on August 3, 1999 (File No. 000-19690).
<PAGE>
(e) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A
(Commission File No. 000-19690), dated November 6, 1991, filed
pursuant to Section 12(g) of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act before 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 Amendment 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.
The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that a provision eliminating or limiting the personal liability of a director to
a corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director does not eliminate or limit the liability of a director: (i)
for any breach of their duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.
The Registrant's Certificate of Incorporation authorizes the Registrant
to provide indemnification of agents (as defined in Section 145 of the General
Corporation Law of the State of Delaware) for breach of duty to the Registrant
and its stockholders through bylaw provisions or through agreements with agents
or both, in excess of the indemnification otherwise permitted by Section 145 of
the General Corporation Law of the State of Delaware, subject to the limits on
such excess indemnification created by applicable Delaware law (statutory or
non-statutory), with respect to actions for breach of duty to the Registrant,
its stockholders and others.
The Registrant's Bylaws provide that the Registrant shall indemnify
each of its agents (as defined in Section 145 of the General Corporation Law of
the State of Delaware) against expenses, judgments, fines, settlements and other
amounts, actually and reasonably incurred by such person by reason of such
person's having been made or having been threatened to be made a party to a
proceeding to the fullest extent permissible by the provisions of Section 145 of
the General Corporation Law of the State of Delaware. The Registrant believes
that indemnification under its Bylaws covers at least negligence and gross
negligence on the part of indemnified parties. The Registrant's Bylaws also
permit it to purchase and maintain insurance on behalf of any agent of the
Registrant against any liability asserted against, or incurred by, the agent in
such capacity or arising out of the agent's status as such whether or not the
Registrant would have the power to indemnify the agent against that liability
under the provisions of Section 145 of the General Corporation Law of the State
of Delaware. The Registrant currently has secured such insurance on behalf of
its directors and officers.
The Registrant has entered into agreements to indemnify certain of its
directors and officers, in addition to indemnification provided for in the
Registrant's Bylaws. These agreements, among other things, indemnify the
Registrant's directors and officers for certain expenses (including attorneys'
fees), witness fees, judgments, fines and settlement amounts incurred by any
such person in connection with any
<PAGE>
threatened, pending or completed action, suit or proceeding, arising out of such
person's services as a director or officer of the Registrant or any other
company or enterprise to which the person provides services at the request of
the Registrant. The Registrant believes that these provisions and agreements are
necessary to attract and retain qualified persons as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following additional exhibits are filed herewith.
<TABLE>
<CAPTION>
REGULATION S-K REFERENCE TO PRIOR FILING OR
EXHIBIT NO. DESCRIPTION EXHIBIT NO. ATTACHED HERETO
----------- ----------- ---------------------------
<S> <C> <C>
10.1 BARRA, Inc. Directors Option Plan Incorporated by reference to Exhibit 4.3
to the Registrant's registration statement
on Form S-8 filed with the Commission on
September 11, 1997. (File No. 333-35381)
10.2 Post Effective Amendment No.1 to Incorporated by reference to Registrant's
Form S-8 registration statement on Form S-8 filed with
the Commission on August 14, 1998 (File No.
333-35379).
10.3 Amendment No.2 to BARRA, Inc. Attached hereto as Exhibit 10.3
Directors Option Plan
24.0 Power of Attorney Reference is made to p. 7.
</TABLE>
ITEM 9. UNDERTAKINGS.
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 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 represent no
more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the Registration Statement;
<PAGE>
(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.
(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.
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.
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.
<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 November 5, 1999.
BARRA, INC.
By /s/ Kamal Duggirala
--------------------------------------
Kamal Duggirala
Chairman, Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Kamal Duggirala and James D. Kirsner, or each 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 thereof. This power of attorney may be signed in
several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this Post Effective
Amendment No. 2 to the Registration Statements have been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Kamal Duggirala Chief Executive Officer (Principal November 5, 1999
- ------------------------------------------ Executive Officer)
Kamal Duggirala
/s/ Andrew Rudd Chairman of the Board and Director November 5, 1999
- ------------------------------------------
Andrew Rudd
/s/ James D. Kirsner Chief Financial Officer (Principal November 5, 1999
- ------------------------------------------ Financial and Accounting Officer)
James D. Kirsner
/s/ Ronald J. Lanstein Director and Vice Chairman November 5, 1999
- ------------------------------------------
Ronald J. Lanstein
/s/ A. George Battle Director November 5, 1999
- ------------------------------------------
A. George Battle
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ John F. Casey Director November 5, 1999
- ------------------------------------------
John F. Casey
/s/ M. Blair Hull Director November 5, 1999
- ------------------------------------------
M. Blair Hull
/s/ Norman J. Laboe Director November 5, 1999
- ------------------------------------------
Norman J. Laboe
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER EXHIBIT DESCRIPTION PAGE NUMBER
------ ------------------- -----------
<S> <C> <C>
10.1 BARRA, Inc. Directors Option Plan (1) N/A
10.2 Post Effective Amendment No.1 to Form S-8(2) N/A
10.3 Amendment No. 2 to BARRA, Inc. Directors Option Plan 10
24.0 Power of Attorney (Reference is made to page 7) 7
</TABLE>
(1) Incorporated by reference to Exhibit No. 4.3 to the Registrant's
registration statement Form S-8 filed with the Commission on
September 11, 1997 (File No. 333-35381).
(2) Incorporated by reference to Registrant's registration statement
on Form S-8 filed with the Commission on August 14, 1998 (File No.
333-35379).
<PAGE>
Exhibit 10.3
SECOND AMENDMENT TO THE BARRA, INC. DIRECTORS OPTION PLAN
WHEREAS, SECTION 5(a)(i) of the BARRA, Inc. Directors Option Plan (the "Plan")
provides that in the event a new Non-Employee Director is appointed to the Board
or a current member of the Board becomes a Non-Employee Director, the Committee
shall grant Options which do not constitute Incentive Stock Options for 10,000
shares of Common Stock to such Non-Employee Director on the date such person
becomes a Non-Employee Director, pursuant to the terms of the Plan.
WHEREAS, SECTION 5(a)(ii) provides that on each anniversary of the date of the
initial option grant of section 5(a)(i) of the Plan, the Committee shall grant
options which do not constitute Incentive Stock Options for 2,000 shares of
common stock to all current Non-Employee Directors pursuant to the terms of the
plan
WHEREAS, the Corporation's Board of Directors approved the amendment to increase
the initial grant of Options to Non-Employee Directors to 15,000 shares of
Common Stock.
WHEREAS, the Corporation's Board of Directors approved the amendment to increase
the annual grant of additional Options to Non-Employee Directors to 4,000 shares
of Common Stock.
NOW THEREFORE, the Plan is amended effective as of November 5, 1999, subject to
regulatory approval, as follows:
1. Section 5(a)(i) of the Plan shall be amended by replacing
"10,000" with "15,000" and as amended, shall read as
follows:
"The Committee shall grant Options which do not
constitute Incentive Stock Options for 5,000 shares
of Common Stock to all current Non-Employee Directors
on April 24, 1997, pursuant to the terms of the Plan.
In the event that a new Non-Employee Director is
appointed to the Board or that a current member of
the Board becomes a Non-Employee Director, the
Committee shall grant Options which do not constitute
Incentive Stock Options for 15,000 shares of Common
Stock to such Non-Employee Director on the date such
person becomes a Non-Employee Director, pursuant to
the terms of the Plan."
2. Section 5(a)(ii) of the Plan shall be amended by replacing
"2,000" with "4,000" and as amended, shall read as
follows:
<PAGE>
"On each anniversary of the date of the initial
Option grant in Section 5(a)(i) of the Plan, the
Committee shall grant Options which do not constitute
Incentive Stock Options for 4,000 shares of Common
Stock to all current Non-Employee Directors, pursuant
to the terms of the Plan."
By authority of the Board of Directors pursuant to their respective actions
specified above, the Chief Financial Officer of the Corporation has executed
this document as of November 5, 1999.
BARRA, INC.
---------------------------
James D. Kirsner
Chief Financial Officer
