<PAGE>
As filed with the Securities and Exchange Commission on September 21, 1999
Registration No. 333-____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
INPUT SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0104275
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1299 PARKMOOR AVENUE, SAN JOSE, CA 95126
(Address of principal executive offices) (Zip Code)
--------------------------
INPUT SOFTWARE, INC.
1999 STOCK PLAN
--------------------------
KIMRA D. HAWLEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INPUT SOFTWARE, INC.
1299 PARKMOOR AVENUE, SAN JOSE, CA 95126
(Name and address of agent for service)
408-325-3800
(Telephone number, including area code, of agent for service)
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
1999 STOCK PLAN
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 300,000 $4.7813 $1,434,390.00 $398.77
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1999 Stock 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 Input's outstanding shares of Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the
high and low prices per share of Common Stock of Input Software, Inc. on
September 16, 1999 as reported by the Nasdaq National Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Input Software, Inc. ("Input") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
a. Input's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
b. (1) Input's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999;
(2) Input's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1999, together with
amendments;
c. (1) Input's Registration Statement No. 0-22292 on Form
8-A filed with the Commission on August 23, 1993
pursuant to Section 12 of the Securities and Exchange
Act of 1934 (the "1934 Act") in which there is
described the terms, rights and provisions applicable
to Input's outstanding Common Stock; and
(2) Amendment Number 1 on Form 8-A to Input's
Registration Statement No. 0-22292 on Form 8-A filed
with the SEC on September 7, 1993 in which there is
described the terms, rights and provisions applicable
to Input's 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 Securities Act of 1933,
as amended (the "Act"). Input'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. Input'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 a director to the Company 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 Company for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful
<PAGE>
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. Input has entered into Indemnification
Agreements with its officers and directors which provide Input's officers and
directors with further indemnification to the maximum extent permitted by the
Delaware General Corporation Law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is made
to Input's Registration Statement No. 0-22292 on Form 8-A and
Amendment Number 1 thereto which are incorporated herein by
reference pursuant to Item 3(c) of this Registration
Statement.
5 Opinion and Consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Independent Auditors - PricewaterhouseCoopers
L.L.P.
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-4 of this
Registration Statement.
</TABLE>
Item 9. UNDERTAKINGS
A. Input 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 with or
furnished to the SEC by Input under
Section 13 or Section 15(d) of the
1934 Act that are incorporated by
reference in this Registration
Statement;
II-2
<PAGE>
(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 Input's 1999
Stock Plan.
B. Input hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of Input's annual report under
Section 13(a) or Section 15(d) of the 1934 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 1933
Act may be permitted to directors, officers or controlling persons of Input
under the indemnification provisions summarized in Item 6 or otherwise, Input
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 Input of expenses incurred or paid by
a director, officer or controlling person of Input 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, Input
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.
II-3
<PAGE>
SIGNATURES
The Securities Act of 1933, as amended, requires that Input
Software, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has had this Registration
Statement signed on its behalf by the undersigned, who is duly authorized, in
the City of San Jose, State of California, on this 21st day of September, 1999.
INPUT SOFTWARE, INC.
By /s/ Kimra D. Hawley
-------------------------------
Kimra D. Hawley
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Input Software,
Inc., a Delaware corporation, do hereby constitute and appoint Kimra D. Hawley
and John Finegan, and each of them, the lawful attorneys 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 any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the 1933 Act, and any rules or regulations or requirements of the 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 any 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.
Under the requirements of the 1933 Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURES TITLE DATE
/s/ Kimra D. Hawley President, Chief Executive September 21, 1999
- -------------------- Officer and Director
Kimra D. Hawley (Principal Executive Officer)
/s/ John Finegan Chief Financial Officer September 21, 1999
- -------------------- and Secretary (Principal
John Finegan Financial and Accounting Officer)
II-4
<PAGE>
SIGNATURES TITLE DATE
/s/ Thomas Van Overbeek Chairman of the Board September 21, 1999
- ------------------------
Thomas van Overbeek
/s/ Johannes Schmidt Director September 21, 1999
- ---------------------
Johannes Schmidt
/s/ James E. Crawford, III Director September 21, 1999
- ---------------------------
James E. Crawford, III
/s/ Bruce Silver Director September 21, 1999
- -----------------
Bruce Silver
/s/ Daniel D. Tompkins Director September 21, 1999
- -----------------------
Daniel D. Tompkins
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
INPUT SOFTWARE, INC.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
5 Opinion and Consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Independent Auditors - PricewaterhouseCoopers
L.L.P.
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-4 of this
Registration Statement.
</TABLE>
<PAGE>
EXHIBIT 5
September 21, 1999
Input Software, Inc.
1299 Parkmoor Avenue
San Jose, CA 95126
Re: Input Software, Inc. Registration Statement for
Offering Of 300,000 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 300,000 shares of Common Stock
under the Company's 1999 Stock Plan. We advise you that, in our opinion, when
such shares have been issued and sold pursuant to the applicable provisions of
the 1999 Stock Plan and 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 consent to the incorporation by reference in this registration statement of
Input Software, Inc., on Form S-8 of our reports dated February 11, 1999 on our
audits of the financial statements of Input Software, Inc. as of December 31,
1998 and for each of the three years in the period ended December 31, 1998
appearing in the 1998 Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
San Jose, California
September 11, 1999
