<PAGE>
As filed with the Securities and Exchange Commission on January 28, 1999
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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 STOCK 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>
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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*
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</TABLE>
* No additional securities are to be registered, and registration fees were
paid upon filing of the original Registration Statements on Form S-8 File
No. 33-65558, 33-82810 and 333-35379. Therefore, no further registration
fee is required.
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1
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (this "Amendment"), to those certain
Registration Statements on Form S-8 (File Nos. 33-65558 filed on July 2, 1993,
33-82810 filed on August 15, 1994, 333-35379 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 Stock Option Plan (the "Plan") is being amended pursuant to
Amendment No.2 to the Plan (attached to this Registration Statement as Exhibit
4.3) to eliminate reference to a minimum vesting schedule under Section 9(a) of
the Plan.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The document(s) 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(s) 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, 1998, filed pursuant to Section 13 of the
Securities Exchange Act of 1934 ("Exchange Act") on June 25,
1998 (File No. 000-19690).
(b) The Registrant's current report on Form 8-K filed pursuant to
the Exchange Act on June 8, 1998 (File No. 000-19690).
The Registrant's current report on Form 8-K filed pursuant to
the Exchange Act on June 18, 1998 (File No. 000-19690).
The Registrant's current report on Form 8-K filed pursuant to
the Exchange Act on August 14, 1998 (File No. 000-19690).
The Registrant's quarterly report on Form 10-Q for the quarter
ended June 30, 1998 filed pursuant to the Exchange Act on August
14, 1998 (File No. 000-19690).
2
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The Registrant's quarterly report on Form 10-Q for the quarter
ended September 30, 1998 filed pursuant to the Exchange Act on
November 13, 1998 (File No. 000-19690)
(c) 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 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
3
<PAGE>
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>
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REGULATION S-K REFERENCE TO PRIOR FILING OR
EXHIBIT NO. DESCRIPTION EXHIBIT NO. ATTACHED HERETO
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<S> <C> <C>
4.1 BARRA Stock Option Plan and Incorporated by reference to
Amendment No.1 thereto Exhibit 4.3 to the Registrant's
registration statement on Form
S-8 filed with the Commission
on September 11, 1997. (File
No. 333-35379)
4.2 Post Effective Amendment Incorporated by reference to
No.1 to Form S-8 Registrant's registration
statement on Form S-8 filed
with the Commission on August
14, 1998 (File No. 333-35379).
4.3 Amendment No.2 to BARRA Attached hereto as Exhibit 4.3
Stock 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;
(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.
4
<PAGE>
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.
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 January 28, 1999.
BARRA, INC.
By /s/ Andrew Rudd
-----------------------------------
Andrew Rudd
Chairman, Chief Executive Officer
6
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Andrew Rudd 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 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
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SIGNATURE TITLE DATE
--------- ----- ----
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<S> <C> <C>
/s/ Andrew Rudd Chief Executive Officer, January 28, 1999
--------------------------- Chairman of the Board and
Andrew Rudd Director (Principal
Executive Officer)
/s/ James D. Kirsner Chief Financial Officer January 28, 1999
--------------------------- (Principal Financial and
James D. Kirsner Accounting Officer)
/s/ Ronald J. Lanstein Director and Vice Chairman January 28, 1999
---------------------------
Ronald J. Lanstein
/s/ A. George Battle Director January 28, 1999
---------------------------
A. George Battle
/s/ John F. Casey Director January 28, 1999
---------------------------
John F. Casey
/s/ M. Blair Hull Director January 28, 1999
---------------------------
M. Blair Hull
/s/ Norman J. Laboe Director January 28, 1999
---------------------------
Norman J. Laboe
</TABLE>
7
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EXHIBIT INDEX
<TABLE>
<CAPTION>
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EXHIBIT SEQUENTIAL
NUMBER EXHIBIT DESCRIPTION PAGE NUMBER
------ ------------------- -----------
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<S> <C> <C>
4.1
BARRA Stock Option Plan and Amendment No.1 N/A
thereto(1)
4.2 Post Effective Amendment No.1 to Form S-8(2) N/A
4.3 Amendment No. 2 to BARRA Stock Option Plan 9
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 on Form S-8 filed with the Commission on
September 11, 1997 (File No. 333-35379).
(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).
8
<PAGE>
Exhibit 4.3
AMENDMENT NO. 2 TO THE BARRA STOCK OPTION PLAN
WHEREAS, BARRA, Inc., a Delaware corporation (the "Corporation") has adopted and
implemented the BARRA Stock Option Plan (the "Plan").
WHEREAS, the elimination of the minimum vesting schedule of the Options (as
defined in the Plan) under Section 9(a) of the Plan which provides for vesting
at the rate of not less than 20% per year is necessary to enable the Corporation
to implement alternative vesting schedules for new Options to be granted
pursuant to the Plan.
WHEREAS, Section 13 of the Plan reserves to the Corporation's Board of
Directors the power to amend the Plan, subject to stockholder approval in
certain respects.
WHEREAS, the Corporation's Board of Directors approved the amendment to
eliminate such minimum vesting schedule of the Options under the Plan.
NOW THEREFORE, the Plan is amended effective as of January 28, 1999, subject
to applicable regulatory approval, if any, as follows:
The following sentence shall be eliminated in its entirety from Section
9(a) of the Plan:
"In no event shall Options be exercisable at a rate of less than 20%
per year."
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 January 28, 1999.
BARRA, INC.
/s/ James D. Kirsner
-----------------------------------
James D. Kirsner
Chief Financial Officer
9
