Filed with the Securities and Exchange Commission on September 18, 2000
Registration No. 333-_____________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Network Peripherals Inc.
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(Exact name of registrant as specified in its charter)
Delaware 77-0216135
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
2859 Bayview Drive
Fremont, California 94538
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(Address of principal executive offices) (Zip code)
Network Peripherals Inc.
1997 Stock Plan
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1999 Stock Plan
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(Full title of the plan)
James Regel
President and Co-Chief Executive Officer
Network Peripherals Inc.
2859 Bayview Drive
Fremont, California 94538
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (510) 897-5000
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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<TABLE>
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed
Proposed maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered(1) registered(2) per share(3) offering price(3) registration fee
----------------------------- --------------------- --------------------- ----------------------- ------------------
<S> <C> <C> <C> <C>
1997 Stock Plan
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Common Stock 1,000,000 $14.03 $14,030,000 $3,703.92
Par Value $0.001
1999 Stock Plan
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Common Stock 2,500,000 $14.03 $35,075,000 $9,259.80
Par Value $0.001
TOTAL 3,500,000 $49,105,000 $12,963.72
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</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Network Peripherals Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:
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(1) The securities to be registered include options and rights to acquire such
Common Stock.
(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.
(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based upon the average of the high and low prices
of the Common Stock on September 12, 2000, as reported on the National
Association of Securities Dealers Automated Quotations System.
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(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1999 as filed with the Commission.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Section 102(b) of the Delaware General Corporation Law
authorizes a corporation to provide in its Certificate of Incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach or alleged breach of the
director's "duty of care." While this statute does not change directors' duty of
care, it enables corporations to limit available relief to equitable remedies
such as injunction or rescission. The statute has no effect on a director's duty
of loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the Company has adopted provisions in its Certificate of Incorporation which
eliminate to the fullest extent permissible under Delaware law the personal
liability of its directors to the Company and its stockholders for monetary
damages for breach or alleged breach of their duty of care.
Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification the indemnification of officers,
directors, employees and agents of a corporation. The Bylaws of the Company
provide for indemnification of its directors, officers, employees and agents to
the full extent permitted by under Delaware law, including those circumstances
in which indemnification would otherwise be discretionary under Delaware law.
The Company's Bylaws also empower it to enter into indemnification agreements
with its directors and officers and to purchase insurance on behalf of any
person whom it is required or permitted to indemnify. The Company has entered
into agreements with its directors and certain of its executive officers that
require the Company to indemnify such persons to the fullest extent permitted
under Delaware law against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred (including expenses of a derivative
action) in connection with
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any proceeding, whether actual or threatened, to which any such person may be
made a party by reason of the fact that such person is or was a director or an
executive officer of the Company or any of its affiliated enterprises. The
indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.
Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
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 of 1933;
(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; and
(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 (l)(ii) do 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 Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
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The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, 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 of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURE
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 Fremont, State of California, on September 15,
2000.
Network Peripherals Inc.
By: /s/ James Regel
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James Regel,
President and Co-Chief Executive Officer
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POWER OF ATTORNEY
The officers and directors of Network Peripherals Inc. whose signatures
appear below, hereby constitute and appoint James Regel and William Rosenberger
, and each of them, their true and lawful attorneys and agents, with full power
of substitution, each with power to act alone, to sign and execute on behalf of
the undersigned any amendment or amendments to this registration statement on
Form S-8, and each of the undersigned does hereby ratify and confirm all that
each of said attorney and agent, or their, her or his substitutes, shall do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on September 15, 2000.
Signature Title
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/s/ James Regel President, Co-Chief Executive Officer and Director
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James Regel
/s/ William Rosenberger Co-Chief Executive Officer and Director
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William Rosenberger
/s/ Glenn E. Penisten Chairman of the Board of Directors
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Glenn E. Penisten
/s/ Thomas Brown Director
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Thomas Brown
/s/ Charles J. Hart Director
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Charles J. Hart
/s/ Michael Gardner Director
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Michael Gardner
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EXHIBIT INDEX
4.1 Amended and Restated Certificate of Incorporation of the Company is
incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8 filed with the Securities and Exchange Commission
on July 25, 1997 (File No. 333-32067)
4.2 Bylaws of the Company is incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on April 28, 1994 (File No.
33-78350)
4.3 Certificate of Amendment of the Certificate of Incorporation is
incorporated by reference to Exhibit 3.3 in the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 2000 filed with the
Securities and Exchange Commission on August 11, 2000.
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included in signature pages to this registration
statement)
