<PAGE>
As filed with the Securities and Exchange Commission on July 24, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
DOCUMENTUM, INC.
(Exact name of registrant as specified in its charter)
__________________
DELAWARE 95-4261421
(State of Incorporation) (I.R.S. Employer Identification No.)
___________________
5671 GIBRALTAR DRIVE
PLEASANTON, CALIFORNIA 94588-8547
(510) 463-6800
(Address and telephone number of principal executive offices)
___________________
1993 EQUITY INCENTIVE PLAN
(Full title of the plans)
____________________
JEFFREY A. MILLER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DOCUMENTUM, INC.
5671 GIBRALTAR DRIVE
PLEASANTON, CALIFORNIA 94588-8547
(510) 463-6800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________________
COPIES TO:
DAVID R. LEE, ESQ.
COOLEY GODWARD CASTRO HUDDLESON & TATUM
3000 SAND HILL ROAD
BUILDING 3, SUITE 230
MENLO PARK, CALIFORNIA 94025-7116
(415) 843-5000
_____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $.001) 1,004,172 shares $0.31210--$16.00 $2,721,651 $939
===============================================================================================================
</TABLE>
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
<PAGE>
INCORPORATION OF
DOCUMENTS BY REFERENCE
The contents of Registration Statement on Form S-8 (No. 333-01832)
filed with the Securities and Exchange Commission on March 4, 1996, are
incorporated herein by reference.
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1/(2)/ Amended and Restated Certificate of Incorporation.
4.2/(1)/ Amended and Restated Bylaws.
4.3/(1)/ Specimen stock certificate.
4.4/(1)/ Amended and Restated Investor Rights Agreement, dated September 20,
1994, between the Registrant and certain investors.
4.5/(1)/ Warrant Agreement, dated March 1, 1994, between the Registrant and
Comdisco, Inc.
4.6/(1)/ Warrant Agreement, dated October 21, 1994, between the Registrant
and Silicon Valley Bank.
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in
Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney. Reference is made to the signature page.
99.1/(1)/ Registrant's 1993 Equity Incentive Plan, as amended.
99.2/(1)/ Form of Early Exercise Stock Purchase Agreement used in connection
with the 1993 Equity Incentive Plan.
99.3/(2)/ Registrant's Employee Stock Purchase Plan, as amended.
99.4/(1)/ Registrant's 1995 Non-Employee Directors' Stock Option Plan.
_______________
/(1)/ Filed as an exhibit to the Form S-1 Registration Statement
(No. 33-80047), as amended through the date hereof and incorporated
herein by reference.
/(2)/ Filed as an exhibit to the Form S-8 Registration Statement
(No. 333-01832) and incorporated herein by reference.
<PAGE>
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 Pleasanton, State of California, on July 23, 1996.
DOCUMENTUM, INC.
By: /S/ JEFFREY A. MILLER
-----------------------------------------
Jeffrey A. Miller
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffrey A. Miller and Alan S. Henricks,
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>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ JEFFREY A. MILLER President, Chief Executive and July 23, 1996
- ----------------------------- Director (Principal Executive
Jeffrey A. Miller Officer)
/s/ ALAN S. HENRICKS Vice President, Finance and July 23, 1996
- ----------------------------- Operations, Chief Financial
Alan S. Henricks Officer (Principal Financial and
Accounting Officer)
/s/ ROBERT ADAMS Chairman of the Board July 23, 1996
- -----------------------------
Robert Adams
/s/ KATHRYN GOULD Director July 23, 1996
- -----------------------------
Kathryn Gould
July 23, 1996
- -----------------------------
Colin O'Brien
/s/ JOHN L. WALECKA Director July 23, 1996
- -----------------------------
John L. Walecka
/s/ EDWARD ZANDER Director July 23, 1996
- -----------------------------
Edward Zander
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1/(2)/ Amended and Restated Certificate of Incorporation.
4.2/(1)/ Amended and Restated Bylaws.
4.3/(1)/ Specimen stock certificate.
4.4/(1)/ Amended and Restated Investor Rights Agreement, dated September 20,
1994, between the Registrant and certain investors.
4.5/(1)/ Warrant Agreement, dated March 1, 1994, between the Registrant and
Comdisco, Inc.
4.6/(1)/ Warrant Agreement, dated October 21, 1994, between the Registrant
and Silicon Valley Bank.
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in
Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney. Reference is made to the signature page.
99.1/(1)/ Registrant's 1993 Equity Incentive Plan, as amended.
99.2/(1)/ Form of Early Exercise Stock Purchase Agreement used in connection
with the 1993 Equity Incentive Plan.
99.3/(2)/ Registrant's Employee Stock Purchase Plan, as amended.
99.4/(1)/ Registrant's 1995 Non-Employee Directors' Stock Option Plan.
_______________
/(1)/ Filed as an exhibit to the Form S-1 Registration Statement (No. 33-80047),
as amended through the date hereof and incorporated herein by reference.
/(2)/ Filed as an exhibit to the Form S-8 Registration Statement (No. 333-01832)
and incorporated herein by reference.
<PAGE>
EXHIBIT 5.1
July 23, 1996
Documentum, Inc.
5671 Gibraltar Drive
Pleasanton, CA 94588-8547
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Documentum, Inc. (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 1,004,172 shares of the Company's
Common Stock, $.001 par value, (the "Shares") pursuant to its 1993 Equity
Incentive Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and Bylaws, as amended,
and such other documents, record, 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 related Prospectuses, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Yours very truly,
Cooley Godward Castro
Huddleson & Tatum
/S/ DAVID R. LEE
David R. Lee
<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 January 17, 1996 relating to the
consolidated financial statements of Documentum, Inc., which appears on page F-1
of Documentum, Inc.'s Prospectus dated February 5, 1996 filed pursuant to Rule
424(b) of the Securities Act of 1933. We also consent to the application of such
report to the Financial Statement Schedule for the three years ended December
31, 1995 listed under Item 16(b) of the Prospectus when such schedule is read in
conjunction with the financial statements referred to in our report. The audits
referred to in such report also included this schedule.
PRICE WATERHOUSE LLP
San Jose, California
July 23, 1996
