<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 1999
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
FVC.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0357037
(State of Incorporation) (I.R.S. Employer Identification Number)
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3393 OCTAVIUS DRIVE
SANTA CLARA, CA 95054
(408) 567-7200
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1997 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
Richard M. Beyer
President and Chief Executive Officer
FVC.COM, Inc.
3393 Octavius Drive
Santa Clara, CA 95054
(408) 567-7200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
LEE F. BENTON, ESQ.
JULIE M. ROBINSON, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE AMOUNT OF
TO BE REGISTERED REGISTERED (1) (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options and Common Stock 200,000 $5.71875 $1,143,750.00 $317.96
(par value $.001)
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of
1933, as amended (the "Act"). The offering price per share and
aggregate offering price for the unissued stock options and Common
Stock are based upon the average of the high and low prices of
Registrant's Common Stock as reported on the Nasdaq National Market
System on June 11, 1999. The following chart illustrates the
calculation of the registration fee:
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the
purpose of registering an additional 200,000 shares of the Registrant's
Common Stock to be issued pursuant to the Registrant's 1997 Employee
Stock Purchase Plan (the "1997 Plan").
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-8, NO. 333-62417
The contents of the Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on August 28, 1998 relating
to the 1997 Plan (File No. 333-62417) is incorporated by reference
herein.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock being registered
hereby will be passed upon for the Company by Cooley Godward LLP, Palo
Alto, California. Lee F. Benton, a partner at Cooley Godward LLP, is
Secretary of the Company.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement
24.1 Power of Attorney is contained on the signature page
</TABLE>
2.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Santa Clara, State of California, on June 11, 1999.
FVC.COM, INC.
By: /s/ RICHARD M. BEYER
----------------------------------------
Richard M. Beyer
President and Chief Executive Officer
3.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard M. Beyer and James O. Mitchell,
and each or any one of them, his true and lawful attorney-in-fact and agent,
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 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 connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes or substitute, 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 and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ RALPH UNGERMANN Chairman of the Board of Directors June 11, 1999
- ---------------------------------------------------
Ralph Ungermann
/s/ RICHARD M. BEYER President, Chief Executive Officer June 11, 1999
- --------------------------------------------------- and Director
Richard M. Beyer (PRINCIPAL EXECUTIVE OFFICER)
/s/ JAMES O. MITCHELL Vice President and Chief Financial June 11, 1999
- --------------------------------------------------- Officer
James O. Mitchell (PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER)
/s/ NEAL DOUGLAS Director June 9, 1999
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Neal Douglas
/s/ PIER CARLO FALOTTI Director June 10, 1999
- ---------------------------------------------------
Pier Carlo Falotti
/s/ DAVID A. NORMAN Director June 11, 1999
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David A. Norman
/s/ JAMES SWARTZ Director June 10, 1999
- ---------------------------------------------------
James Swartz
</TABLE>
4.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement
24.1 Power of Attorney is contained on the signature page
</TABLE>
5.
<PAGE>
EXHIBIT 5.1
Julie M. Robinson, Esq.
DIRECT: (650) 843-5092
INTERNET: [email protected]
June 15, 1999
FVC.COM, Inc.
3393 Octavius Drive
Santa Clara, CA 95054
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by FVC.COM, Inc. (the "Company") of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of an aggregate of 200,000 shares of the
Company's Common Stock, $.001 par value (the "Shares"), pursuant to the
Company's 1997 Employee Stock Purchase Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Amended and Restated Certificate of Incorporation and
Bylaws and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and the related Prospectus, will be validly issued, fully
paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ JULIE M. ROBINSON
---------------------------------
Julie M. Robinson
<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 April 5, 1999, except as to Note 12
which is dated as of April 9, 1999, relating to the financial statements,
which appears in the Annual Report on Form 10-K of FVC.COM, Inc. for the year
ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
San Jose, California
June 11, 1999
