<PAGE>
As filed with the Securities and Exchange Commission on February 11, 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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INPUT SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0104275
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1299 PARKMOOR AVENUE
SAN JOSE, CALIFORNIA 95126
(Address of principal executive offices) (Zip Code)
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INPUT SOFTWARE, INC.
SPECIAL INCENTIVE BONUS PLAN
1999 STOCK PLAN
(Full title of the Plans)
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KIMRA HAWLEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INPUT SOFTWARE, INC.
1299 PARKMOOR AVENUE
SAN JOSE, CALIFORNIA 95126
(Name and address of agent for service)
(408) 325-3800
(Telephone number, including area code, of agent for service)
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<TABLE>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- ---------- --------- ----- ---
<S> <C> <C> <C> <C>
SPECIAL INCENTIVE BONUS PLAN
Common Stock (par value $.01) 25,000 $ 13.625 $340,625 $ 89.93
1999 STOCK PLAN
Common Stock (par value $.01) 200,000 $ 13.625 $2,725,000 $ 719.40
</TABLE>
(1) This Registration Statement shall also cover any additional shares
of Common Stock which become issuable under the Special Incentive
Bonus Plan and 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 the outstanding shares of Common Stock of Input
Software, Inc.
(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 fair
market value per share of Common Stock of Input Software, Inc. on
February 7, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Input Software, 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 Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, as filed with the SEC on March
30, 1999;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999, as filed with the SEC on May
12, 1999;
(c) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, as filed with the SEC on
August 16, 1999;
(d) Amendment Number 1 on Form 10-Q/A filed with the SEC on
August 20, 1999;
(e) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, as filed with the SEC on
November 15, 1999;
(f) The Registrant's Current Report on Form 8-K, as filed with
the SEC on January 14, 2000; and
(g) The Registrant's Registration Statement No. 0-22292 on Form
8-A filed with the SEC on August 23, 1993, pursuant to
Section 12 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), in which there is described the
terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
(h) Amendment Number 1 on Form 8-A to the Registrant'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 the Registrant'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"). The Registrant's Bylaws provide for
II-2
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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 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 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. The Registrant has
entered into Indemnification Agreements with its officers and directors which
provide The Registrant's officers and directors with further indemnification
to the maximum extent permitted by the Delaware General Corporation Law.
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<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
EXHIBIT NUMBER EXHIBIT
- -------------- -------
4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 0-22922 on
Form 8-A, which is incorporated herein by reference
pursuant to Item 3(g) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Independent Auditors - PricewaterhouseCoopers
LLP
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-5 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 Special Incentive Bonus Plan and the 1999
Stock 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.
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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 San Jose, State of
California on this 10th day of February, 2000.
INPUT SOFTWARE, INC.
By: /s/ Kimra Hawley
-------------------------------------
Kimra Hawley
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Input
Software, Inc., a Delaware corporation, do hereby constitute and appoint
Kimra Hawley and John Finegan, 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 either of the undersigned hereby ratifies and confirms that all
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>
/s/ Kimra Hawley President, Chief Executive Officer and February 10, 2000
- --------------------- Director
Kimra Hawley (Principal Executive Officer)
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ John Finegan Vice President of Finance February 10, 2000
- --------------------- and Chief Financial Officer
John Finegan (Principal Financial and Accounting
Officer)
/s/ Thomas van Overbeek
- ----------------------- Director February 10, 2000
Thomas van Overbeek
/s/ Bruce Silver
- --------------------- Director February 10, 2000
Bruce Silver
/s/ Johannes Schmidt
- --------------------- Director February 10, 2000
Johannes Schmidt
/s/ James T. Crawford
- --------------------- Director February 10, 2000
James T. Crawford
/s/ Daniel Tompkins
- --------------------- Director February 10, 2000
Daniel Tompkins
</TABLE>
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
INPUT SOFTWARE, INC.
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
- -------------- -------
4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 0-22292 on
Form 8-A, which is incorporated herein by reference
pursuant to Item 3(g) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Independent Auditors - PricewaterhouseCoopers
LLP
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-5 of this
Registration Statement.
<PAGE>
EXHIBIT 5
February 10, 2000
Input Software, Inc.
1299 Parkmoor Avenue
San Jose, California 95126
Re: Input Software, Inc. Registration Statement for
Offering of 225,000 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 25,000 shares of
Common Stock under the Special Incentive Bonus Plan and 200,000 shares of Common
Stock under the 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
Special Incentive Bonus Plan and 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.
/s/ Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of our report dated February 11, 2000, relating to the financial
statements and financial statement schedule of Input Software, Inc., which
appears in Input Software's Annual Report on Form 10-K for the year ended
December 31, 1998.
PricewaterhouseCoopers LLP
San Jose
February 10, 2000
<PAGE>
EXHIBIT 23.2
Consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP is contained in Exhibit 5
<PAGE>
EXHIBIT 24
Power of Attorney. Reference is made to page II-5 of this
Registration Statement
