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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2000
REGISTRATION NO. 333-
===============================================================================
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)
DELAWARE 94-2993326
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
----------------------------
2100 MILVIA STREET
BERKELEY, CALIFORNIA 94704-1113
(510) 548-5442
(Address of Principal Executive Offices including Zip Code)
----------------------------
BARRA, INC.
DIRECTORS OPTION PLAN
(FULL TITLE OF THE PLAN)
----------------------------
MARIA HEKKER, ESQ.
GENERAL COUNSEL
BARRA, INC.
2100 MILVIA STREET
BERKELEY, CALIFORNIA 94704-1113
(510) 548-5442
----------------------------
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------------------
<TABLE>
<CAPTION>
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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)
---------------------------------------- ------------------- ------------------ ------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.0001 per 100,000 (2) $57.63 $5,763,000 $1,521
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.
(2) Number of additional shares of BARRA, Inc. (the "Registrant") Common Stock
that may be awarded and/or sold pursuant to the BARRA, Inc. Directors
Option Plan (the "Plan"). Pursuant to General Instruction E, the
registration fee is payable only with respect to the additional 100,000
shares registered resulting from an amendment to the Plan. Prior to the
date hereof, the Registrant registered with the Securities and Exchange
Commission 150,000 shares of its Common Stock (adjusted for 3-for-2 stock
split) on September 11, 1997 on Form S-8.
================================================================================
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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EXPLANATORY NOTE
This Registration Statement registers additional securities of the
same class as other securities for which a registration statement on this
Form (File Nos. 333-35381 filed on September 11, 1997, 333-35379 filed on
August 14, 1998, and 333-35381 filed on November 12, 1999, collectively the
"Registration Statements") relating to the BARRA, Inc. Directors Option Plan
(the "Plan") is effective. Pursuant to Instruction E to Form S-8, the
contents of the Registration Statements are incorporated herein by reference.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
<S> <C>
4.1 BARRA, Inc. Directors Option Plan.
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>
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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
------------------------------------------
Kamal Duggirala, Chief Executive Officer
(Principal Executive Officer)
3
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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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<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
-----------------------------------------------
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
-----------------------------------------------
Clyde W. Ostler
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
<S> <C>
4.1 BARRA, Inc. Directors Option Plan.
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>
5
