<PAGE>
As filed with the Securities and Exchange Commission on July 17, 2000
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FVC.COM, INC.
Delaware 770357037
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
------------------------------
3393 Octavius Drive
Santa Clara, CA 95054
(408) 567-7200
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1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1997 EQUITY INCENTIVE PLAN
1999 EQUITY INCENTIVE PLAN
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)
------------------------------
Copies to:
JULIE M. ROBINSON, ESQ.
COOLEY GODWARD LLP
4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CA 92121
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
<S> <C> <C> <C>
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Common Stock, par value
$.001 per share
2,100,000 shares $7.125-$11.617 $ 20,759,653.36 $ 5,481
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(1) Includes 100,000 shares issuable pursuant to the Registrant's 1997
Non-Employee Directors' Stock Option Plan, 500,000 shares issuable
pursuant to the Registrant's 1997 Equity Incentive Plan, and 1,500,000
shares issuable under the 1999 Equity Incentive Plan (collectively, "the
Plans").
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and 457(h)(1) of the
Securities Act of 1933, as amended, (the "Securities Act"). The price
per share and aggregate offering price are calculated on the basis of
(a) the weighted average exercise price of $ 11.617 for 1,290,392 shares
subject to outstanding options granted under the 1999 Equity Incentive
Plan and (b) $ 7.125, the average of the high and low sales prices of
Registrant's Common Stock on July 12, 2000 as reported on the Nasdaq
National Market for the remainder of the shares subject to the Plans
registered hereunder.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the following Registration Statements on Form S-8 filed
with the Securities and Exchange Commission are incorporated by reference
herein:
1. Registration Statement No. 333-51799 filed May 5, 1998;
2. Registration Statement No. 333-72533 filed February 17, 1999; and
3. Registration Statement No. 333-80721 filed June 15, 1999.
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 pages.
99.1 1997 Non-Employee Directors' Stock Option Plan, as amended.
99.2 1997 Equity Incentive Plan, as amended.
99.3 1999 Equity Incentive Plan, as amended.
</TABLE>
1.
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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 Santa Clara, State of California,
on July 17, 2000.
FVC.COM, INC.
By: /s/ Richard M. Beyer
-------------------------------------
Richard M. Beyer
President and Chief Executive Officer
(PRINCIPAL EXECUTIVE OFFICER)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard M. Beyer and Truman Cole, 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 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 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Ralph Ungermann
----------------------
Ralph Ungermann Chairman of the Board July 17, 2000
/s/ Richard M. Beyer
----------------------
Richard M. Beyer President and Chief Executive Officer July 17, 2000
(PRINCIPAL EXECUTIVE OFFICER)
/s/ Truman Cole
----------------------
Truman Cole Chief Financial Officer July 17, 2000
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ Neal Douglas
----------------------
Neal Douglas Director July 17, 2000
----------------------
Pier Carlo Falotti Director July 17, 2000
/s/ David A. Norman
----------------------
David A. Norman Director July 17, 2000
/s/ Robert Wilmot
----------------------
Robert Wilmot Director July 17, 2000
</TABLE>
2.
<PAGE>
EXHIBIT INDEX
<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 pages.
99.1 1997 Non-Employee Directors' Stock Option Plan, as amended.
99.2 1997 Equity Incentive Plan, as amended.
99.3 1999 Equity Incentive Plan, as amended.
</TABLE>
3.
