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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BARRA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2993326
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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2100 MILVIA STREET
BERKELEY, CALIFORNIA 94704-1113
(510) 548-5442
(Address of Principal Executive Offices including Zip Code)
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THE 2000 EQUITY PARTICIPATION PLAN OF
BARRA, INC.
(FULL TITLE OF THE PLAN)
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MARIA HEKKER, ESQ.
GENERAL COUNSEL
BARRA, INC.
2100 MILVIA STREET
BERKELEY, CALIFORNIA 94704-1113
(510) 548-5442
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(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE (1) OFFERING
PRICE (1)
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<S> <C> <C> <C> <C>
Common Stock, par value $.0001 per 1,292,650 $57.63 $74,495,419 $19,667
share
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on the average of the high and low sales
price of the Common Stock, as reported on the Nasdaq National Stock Market
on August 31, 2000. The Proposed Maximum Offering Price Per Share is the
weighted average exercise price of outstanding options to purchase shares
being registered pursuant hereto.
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PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF
THE REGISTRATION STATEMENT AS SHARES ARE ISSUED
PURSUANT TO THE TERMS OF THE PLAN.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
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 2000 Equity Participation Plan (the "Plan").
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000 (including items incorporated by reference from the
Registrant's Proxy Statement for its 2000 Annual Meeting of Stockholders)
file on June 28, 2000 (File No. 000-19690);
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2000 filed on August 14, 2000 (File No. 000-19690);
and
(c) The description of the common stock, par value $.0001 per share, of
the Registrant (the "Common Stock") contained in the Registration Statement
on Form 8-A, (No. 000-19690), filed with the Commission pursuant to Section
12 of the Securities and Exchange Act of 1934, as amended, (the "Exchange
Act"), dated November 6, 1991, including any subsequent amendment or report
filed for the purpose of updating such description.
In addition, all documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 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 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 of it from the
respective dates of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not
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be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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
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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 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
See Index to Exhibits on page 7.
ITEM 9. UNDERTAKINGS
(a) 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, as amended (the
"Securities Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement.
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 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
effective registration statement; and
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
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(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
termination of the offering.
(b) The Registrant hereby further 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 this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(c) Insofar as indemnification 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
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for 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, 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 September 8, 2000.
BARRA, INC.
By: /s/ Kamal Duggirala
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Kamal Duggirala, Chief Executive Officer
(Principal Executive Officer)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Kamal Duggirala and James D. Kirsner, and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his 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 order to effectuate
the same as fully, to all intents and purposes, as he might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Chief Executive Officer (Principal August 3, 2000
/s/ Kamal Duggirala Executive Officer
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Kamal Duggirala
/s/ Andrew Rudd Chairman of the Board and Director August 3, 2000
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Andrew Rudd
Chief Financial Officer August 3, 2000
/s/ James D. Kirsner
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James D. Kirsner
Director August 3, 2000
/s/ A. George Battle
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A. George Battle
Director August 3, 2000
/s/ John F. Casey
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John F. Casey
Director August 3, 2000
/s/ M. Blair Hull
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M. Blair Hull
Director August 3, 2000
/s/ Norman J. Laboe
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Norman J. Laboe
Director August 3, 2000
/s/ Clyde W. Ostler
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Clyde W. Ostler
</TABLE>
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
<S> <C>
4.1 2000 Equity Participation Plan. (1)
5.1 Opinion of Latham & Watkins.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24.1 Power of Attorney (included in the signature page to this Registration Statement).
</TABLE>
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(1) Incorporated by reference to our Definitive Proxy Statement on Schedule
14A (File No. 000-19690), filed with the Commission on June 28, 2000.
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