<PAGE>
As filed with the Securities and Exchange Commission on ______________, 2000.
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
CONDUCTUS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 77-0162388
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
969 WEST MAUDE AVENUE
SUNNYVALE, CALIFORNIA 94086
(Address of principal executive offices) (Zip Code)
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1992 STOCK OPTION/STOCK ISSUANCE PLAN
1994 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
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RON WILDERINK
VICE PRESIDENT FINANCE AND CHIEF FINANCIAL OFFICER
969 WEST MAUDE AVENUE, SUNNYVALE, CA 94086
(Name and address of agent for service)
(408) 523-9950
(Telephone number, including area code, of agent for service)
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
--------------------------- ----------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
1992 STOCK OPTION/STOCK ISSUANCE PLAN: 500,000 N/A N/A N/A
Options to Purchase Common Stock 500,000 Shares $15.0625 $7,531,250.00 $1,988.25
Common Stock, $0.0001 par value
1994 EMPLOYEE STOCK PURCHASE PLAN
Rights to Purchase Common Stock 200,000 N/A N/A N/A
Common Stock, $0.0001 par value 200,000 Shares $15.0625 $3,012,500.00 $795.30
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Conductus, Inc. 1992 Stock
Option/Stock Issuance Plan or the 1994 Employee Stock Purchase Plan, by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the outstanding shares of Common
Stock of Conductus, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended (the 1933 Act), on the basis of the
average of the high and low price per share of Common Stock of
Conductus, Inc. as reported on the Nasdaq National Market on February 4,
2000.
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</TABLE>
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Conductus, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's report on Form 10-K for the fiscal year ended
December 31, 1998, and
(b) (1) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1999;
(2) Amendment Number 1 on Form 10-Q for the fiscal quarter ended
March 31, 1999;
(3) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1999;
(4) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1999;
(c) The Registrant's Registration Statement No. 0-19915 on Form 8-A
filed with the SEC on March 6, 1992, and amended on July 6, 1993,
pursuant to Section 12(b) of the Securities Exchange Act of 1934
(the "1934 Act"), in which there is described the terms, rights
and provisions applicable to the Registrant's outstanding Common
Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 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 into 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
Section 145 of the Delaware General Corporation Law authorizes a
court to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty as directors to the Registrant and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies,
such as injunctive or other forms of non-monetary relief, will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or
<PAGE>
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit of the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
EXHIBIT NUMBER EXHIBIT
- -------------- -------
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of PricewaterhouseCoopers LLP - Independent
Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
Item 9. UNDERTAKINGS
A. 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 1933 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 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
clauses (1)(i) and (1)(ii) shall 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 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 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 and (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 Registrant's 1992 Stock Option/Stock
Issuance Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that
is incorporated by reference into 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6,
or otherwise, the Registrant has been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the 1933
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 1933
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Sunnyvale, state of
California, on this _____ day of ________, 2000.
CONDUCTUS, INC.
By:
-----------------------------------------
Charles E. Shalvoy
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Conductus, Inc., a
Delaware corporation, do hereby constitute and appoint Charles E. Shalvoy and
Ron Wilderink, and either of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required to enable
said corporation to comply with the Securities Act of 1933, as amended, and
any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting
the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents,
or either one of them, shall do or cause to be done by virtue hereof. This
Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
- ------------------ President, Chief Executive Officer _________, 2000
Charles E. Shalvoy and Director
(Principal Executive Officer)
- ------------------ Chief Financial Officer (Principal _________, 2000
Ron Wilderink Financial and Accounting Officer,
Vice President - Finance)
</TABLE>
II-3
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
- ------------------ Chairman of the Board _________, 2000
John F. Shoch
- ------------------ Director _________, 2000
Martin Cooper
- ------------------ Director _________, 2000
Robert M. Janowiak
- ------------------ Director _________, 2000
Martin J. Kaplan
</TABLE>
II-4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
CONDUCTUS, INC.
II-5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT SEQUENTIALLY
-------------- ------- NUMBERED PAGE
-------------
<S> <C>
5 Opinion and consent of Gunderson Dettmer
Stough Villeneuve Franklin & Hachigian, LLP.
23.1 Consent of PricewaterhouseCoopers LLP -
Independent Accountants.
23.2 Consent of Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP is
contained in Exhibit 5.
24 Power of Attorney. Reference is made to page
II-3 of this Registration Statement.
</TABLE>
<PAGE>
EXHIBIT 5
February 10, 2000
Conductus, Inc.
969 West Maude Avenue
Sunnyvale, California 94086
Re: Conductus, Inc. (the "Company")
Registration Statement for
700,000 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 500,000 shares
of Common Stock available for issuance under the Company's 1992 Stock
Option/Stock Issuance Plan and 200,000 shares of stock under the Company's
1994 Employee Stock Purchase Plan. We advise you that, in our opinion, when
such shares have been issued and sold pursuant to the applicable provisions
of the Company's 1992 Stock Option/Stock Issuance Plan or the 1994 Employee
Stock Purchase Plan, in accordance with the Registration Statement, such
shares will be validly issued, fully paid and nonassessable shares of the
Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 19, 1999 relating to the
financial statements, which appears in Conductus, Inc. (and financial
statement schedule,) Annual Report on Form 10-K for the year ended December
31, 1998.
PricewaterhouseCoopers LLP
San Jose, California
February 9, 2000
