<PAGE>
As filed with the Securities and Exchange Commission on November 12, 1997
Registration No. 333-_______
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HYBRID NETWORKS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-02520931
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
10161 BUBB ROAD
CUPERTINO, CA 95014
(408) 725-3250
(Address and Telephone Number of Registrant's Principal Executive Offices)
1993 EQUITY INCENTIVE PLAN
1996 EQUITY INCENTIVE PLAN
EXECUTIVE OFFICER INCENTIVE PLAN
1997 EQUITY INCENTIVE PLAN
1997 DIRECTORS STOCK OPTION PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
CARL S. LEDBETTER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HYBRID NETWORKS, INC.
10161 BUBB ROAD
CUPERTINO, CA 95014
(408) 725-3250
(Name, Address and Telephone Number of Agent For Service)
COPIES TO:
Tyler R. Cozzens, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, CA 94306
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
AMOUNT PROPOSED PROPOSED MAXIMUM AMOUNT OF
TO BE MAXIMUM OFFERING AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 2,242,342(1) $14.00(2) $31,392,788(2) $9,513
Common Stock, $0.001 par value 1,974,598(3) $3.02(4) $5,963,286 $1,808
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Shares available for grant as of November 12, 1997 under the 1997 Equity
Incentive Plan and available for issuance under the 1997 Employee Stock
Purchase Plan.
(2) Estimated as of November 12, 1997 pursuant to Rule 457(a) solely for the
purpose of calculating the registration fee.
(3) Shares subject to outstanding options as of November 12, 1997 under the
1993 Equity Incentive Plan, the 1996 Equity Incentive Plan and the
Executive Officer Incentive Plan.
(4) Weighted average per share exercise price for such outstanding options
pursuant to Rule 457(h)(1).
<PAGE>
HYBRID NETWORKS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the "Securities Act"),
that contains audited financial statements of the Registrant
for the years ended December 31, 1995 and 1996.
(b) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed under
Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities registered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Fenwick & West LLP, Palo Alto, California.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY.
As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's 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) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit.
In addition, as permitted by Section 145 of the Delaware General Corporation
Law, the Bylaws of the Registrant provide that: (i) the Registrant is
required to indemnify its directors to the fullest extent permitted by the
Delaware General Corporation Law; (ii) the Registrant may, in its discretion,
indemnify other officers, employees and agents as set forth in the Delaware
General Corporation Law; (iii) upon receipt of an undertaking to repay such
advances if indemnification is determined to be unavailable, the Registrant
is required to advance expenses, as incurred, to its directors in connection
with defending a civil or criminal action, suit or proceeding (except if the
agent is a party to an action, suit or proceeding brought by the corporation
and approved by a majority of the Board of Directors which alleges willful
misappropriation of corporate assets by such agent, disclosure of
confidential information in violation of such agent's fiduciary or
contractual obligations to the corporation or any willful and deliberate
breach in bad faith of such agent's duty to the corporation or its
stockholders; and (iv) the rights conferred in the Bylaws are not exclusive
and the Registrant is authorized to enter into indemnification agreements
with its directors, officers and employees and agents.
2
<PAGE>
The Registrant's policy is to enter into indemnity agreements with
each of its directors and executive officers. The indemnity agreements
provide that directors and executive officers will be indemnified and held
harmless to the fullest possible extent permitted by law including against
all expenses (including attorneys' fees), judgments, fines and settlement
amounts actually and reasonably incurred by them in any action, suit or
proceeding, including any derivative action by or in the right of the
Registrant, on account of their services as directors or officers of the
Registrant or as directors or officers of any other company or enterprise
when they are serving in such capacities at the request of the Registrant.
The Registrant will not be obligated pursuant to the agreements to indemnify
or advance expenses to an indemnified party with respect to proceedings or
claims (i) initiated by the indemnified party and not by way of defense,
except with respect to a proceeding authorized by the Board of Directors and
successful proceedings brought to enforce a right to indemnification under
the Indemnity Agreement, the charter documents or any other statute or law or
otherwise although indemnification may be provided by the Company in specific
cases if the Board of Directors finds it appropriate, (ii) for any amounts
paid in settlement of a proceeding unless the Registrant consents in advance
in writing to such settlement, (iii) on account of any suit in which judgment
is rendered against the indemnified party for an accounting of profits made
from the purchase or sale by the indemnified party of securities of the
Registrant pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of 1934 and related laws, (iv) on account of conduct by a
director which is finally adjudged to have been in bad faith or conduct that
the director did not reasonably believe to be in, or not opposed to, the best
interests of the Registrant, (v) on account of any criminal action or
proceeding arising out of conduct that the director had reasonable cause to
believe was unlawful or (vi) if a final decision by a court having
jurisdiction in the matter shall determine that such indemnification is not
lawful.
The indemnity agreement requires a director or executive officer to
reimburse the Registrant for all expenses advanced only to the extent it is
ultimately determined that the director or executive officer is not entitled,
under Delaware law, the Certificate of Incorporation, the Bylaws, the
indemnity agreement or otherwise, to be indemnified for such expenses. The
indemnity agreement provides that it is not exclusive of any rights a
director or executive officer may have under the Certificate of
Incorporation, Bylaws, other agreements, any majority-in-interest vote of the
stockholders or vote of disinterested directors, the Delaware law or
otherwise.
The indemnification provision in the Bylaws, and the indemnity
agreements entered into between the Registrant and its directors and
executive officers, may be sufficiently broad to permit indemnification of
the Registrant's executive officers and directors for liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act").
As authorized by the Registrant's Bylaws, the Registrant, with
approval by the Board, expects to purchase director and officer liability
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.01 Registrant's Amended and Restated Certificate of
Incorporation (incorporated herein by reference to
Exhibit 3.02 of the Registrant's Registration Statement
on Form S-1, Registration No. 333-36001 originally filed
with the Commission on September 19, 1997, as
subsequently amended (the "Form S-1")).
4.02 Form of Registrant's Amended and Restated Certificate of
Incorporation to be filed immediately following the
closing of Registrant's initial public offering
(incorporated herein by reference to Exhibit 3.03 of the
Form S-1).
4.03 Registrant's Bylaws (incorporated herein by reference to
Exhibit 3.04 of the Form S-1).
4.04 Form of Registrant's Amended and Restated Bylaws to be
effective upon the closing of the Registrant's initial
public offering (incorporated herein by reference to
Exhibit 3.05 of the Form S-1).
3
<PAGE>
4.05 Registrant's 1993 Equity Incentive Plan (incorporated
herein by reference to Exhibit 10.02 of the Form S-1).
4.06 Registrant's 1996 Equity Incentive Plan (incorporated
herein by reference to Exhibit 10.03 of the Form S-1).
4.07 Registrant's Executive Officer Incentive Plan
(incorporated herein by reference to Exhibit 10.04 of the
Form S-1).
4.08 Registrant's 1997 Equity Incentive Plan (incorporated
herein by reference to Exhibit 10.05 of the Form S-1).
4.09 Registrant's 1997 Directors Stock Option Plan
(incorporated herein by reference to Exhibit 10.06 of the
Form S-1).
4.10 Registrant's 1997 Employee Stock Purchase Plan
(incorporated herein by reference to Exhibit 10.07 of the
Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Coopers & Lybrand L.L.P., independent
accountants.
24.01 Power of Attorney (see page 6).
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;
(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;
(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) above do not
apply if 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 Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
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.
4
<PAGE>
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 provisions discussed in Item 6
hereof, 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 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 hereby, 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>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Carl S. Ledbetter and Dan E. Steimle,
and each of them, his or her true and lawful attorneys-in-fact and agents
with full power of substitution, 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 on Form
S-8, and to file the same with all exhibits thereto and all 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 and about the premises, 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 any of them, or his
or her or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
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 Cupertino, State of California, on
this 8th day of November, 1997.
HYBRID NETWORKS, INC.
By: /S/ Carl S. Ledbetter
----------------------------------
Carl S. Ledbetter,
President, and Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/S/ Carl S. Ledbetter President, Chief Executive November 8, 1997
- ---------------------------- Officer and Chairman of the
Carl S. Ledbetter Board of Directors
PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER:
/S/ Dan E. Steimle Vice President, Finance and November 10, 1997
- ---------------------------- Administration, Chief Financial
Dan E. Steimle Officer and Secretary
ADDITIONAL DIRECTORS
/S/ James R. Flach
- ---------------------------- Director November 9, 1997
James R. Flach
/S/ Stephen E. Halprin
- ---------------------------- Director November 9, 1997
Stephen E. Halprin
6
<PAGE>
/S/ Gary M. Lauder
- ---------------------------- Director November 9, 1997
Gary M. Lauder
/S/ Douglas M. Leone
- ---------------------------- Director November 9, 1997
Douglas M. Leone
/S/ Howard L. Strachman
- ---------------------------- Director November 9, 1997
Howard L. Strachman
</TABLE>
7
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.01 Registrant's Amended and Restated Certificate of
Incorporation (incorporated herein by reference to Exhibit
3.02 of the Registrant's Registration Statement on Form
S-1, Registration No. 333-36001 originally filed with the
Commission on September 19, 1997, as subsequently amended
(the "Form S-1")).
4.02 Form of Registrant's Amended and Restated Certificate of
Incorporation to be filed immediately following the
closing of Registrant's initial public offering
(incorporated herein by reference to Exhibit 3.03 of the
Form S-1).
4.03 Registrant's Bylaws (incorporated herein by reference to
Exhibit 3.04 of the Form S-1).
4.04 Form of Registrant's Amended and Restated Bylaws to be
effective upon the closing of the Registrant's initial
public offering (incorporated herein by reference to
Exhibit 3.05 of the Form S-1).
4.05 Registrant's 1993 Equity Incentive Plan (incorporated
herein by reference to Exhibit 10.02 of the Form S-1).
4.06 Registrant's 1996 Equity Incentive Plan (incorporated
herein by reference to Exhibit 10.03 of the Form S-1).
4.07 Registrant's Executive Officer Incentive Plan
(incorporated herein by reference to Exhibit 10.04 of the
Form S-1).
4.08 Registrant's 1997 Equity Incentive Plan (incorporated
herein by reference to Exhibit 10.05 of the Form S-1).
4.09 Registrant's 1997 Directors Stock Option Plan
(incorporated herein by reference to Exhibit 10.06 of the
Form S-1).
4.10 Registrant's 1997 Employee Stock Purchase Plan
(incorporated herein by reference to Exhibit 10.07 of the
Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Coopers & Lybrand L.L.P., independent
accountants.
24.01 Power of Attorney (see page 6).
8
<PAGE>
<PAGE>
EXHIBIT 5.01
[Fenwick & West LLP Letterhead]
November 12, 1997
Hybrid Networks, Inc.
10161 Bubb Road
Cupertino, CA 95014
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8 (the
"REGISTRATION STATEMENT") to be filed by you with the Securities and Exchange
Commission (the "COMMISSION") on or about November 11, 1997 in connection
with the registration under the Securities Act of 1933, as amended, of an
aggregate of 4,216,940 shares of your Common Stock (the "STOCK"),
subject to issuance by you upon the exercise of (a) stock options granted by
you under your 1993 Equity Incentive Plan (the "1993 PLAN"), your 1996 Equity
Incentive Plan (the "1996 PLAN") and your Executive Officer Incentive Plan
(the "EXECUTIVE OFFICER PLAN"), which plans have been terminated and under
which no further options will be granted; (b) stock options granted or to be
granted by your under your 1997 Equity Incentive Plan (the "1997 PLAN") and
1997 Directors Stock Option Plan (the "DIRECTORS PLAN"); or (c) purchase
rights granted or to be granted under your 1997 Employee Stock Purchase Plan,
(the "PURCHASE PLAN"). The plans referred to in clauses (a) through (c) above
are collectively referred to in this letter as the "PLANS"). In rendering
this opinion, we have examined the following:
(1) your registration statement on Form S-1 (File Number 333-36001),
filed with the Commission and declared effective on November 10,
1997, together with the Exhibits filed as a part thereof, including
without limitation, each of the Plans and related stock option grant
and exercise agreements;
(2) your registration statement on Form 8-A (File Number 000-23289) filed
with the Commission on October 30, 1997;
(3) the Registration Statement, together with the Exhibits filed as a
part thereof;
(4) the Prospectuses prepared in connection with the Registration
Statement;
(5) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in your minute
books that are in our possession; and
(6) the stock records that you have provided to us (consisting of a list
of stockholders dated as of November 11, 1997 and a list of option
and warrant holders respecting your capital stock that was prepared
by you and dated November 11, 1997).
<PAGE>
November 12, 1996
PAGE 2
(7) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all natural persons executing the same, the
lack of any undisclosed terminations, modifications, waivers or amendments to
any documents reviewed by us and the due execution and delivery of all
documents where due execution and delivery are prerequisites to the
effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from records
included in the documents referred to above. We have made no independent
investigation or other attempt to verify the accuracy of any of such
information or to determine the existence or non-existence of any other
factual matters; HOWEVER, we are not aware of any facts that would lead us to
believe that the opinion expressed herein is not accurate.
Based upon the foregoing, it is our opinion that the 4,216,940 shares
of Stock that may be issued and sold by you upon the exercise of (a) stock
options granted under the 1993 Plan, the 1996 Plan or the Executive Officer
Plan; (b) stock options granted or to be granted under the 1997 Plan or the
Directors Plan and (c) purchase rights granted or to be granted under the
Purchase Plan, when issued and sold in accordance with the applicable plan
and stock option or purchase agreements to be entered into thereunder, and in
the manner referred to in the relevant Prospectus associated with the
Registration Statement, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and is intended solely for the
your use as an exhibit to the Registration Statement for the purpose of the
above sale of the Stock and is not to be relied upon for any other purpose.
Very truly yours,
/s/ Fenwick & West LLP
FENWICK & WEST LLP
<PAGE>
EXHIBIT 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (File No. ___) of our reports dated October 16, 1997, on our audits
of the financial statements and financial statement schedule of Hybrid
Networks, Inc. as of December 31, 1995 and 1996 and September 30, 1997 and
for each of the three years in the period ended December 31, 1996 and for the
nine months ended September 30, 1997 appearing in the registration statement
on Form S-1 (Registration No. 333-36001) filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933.
San Jose, California Coopers & Lybrand L.L.P.
November 12, 1997
