<PAGE>
As filed with the Securities and Exchange Commission on August 20, 1998
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
__________________
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
(925) 463-6800
(Address and telephone number of principal executive offices)
___________________
1993 EQUITY INCENTIVE PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
1996 NON-OFFICER 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
(925) 463-6800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________________
COPIES TO:
JAMES F. FULTON, JR., ESQ.
COOLEY GODWARD LLP
3000 SAND HILL ROAD
BUILDING 3, SUITE 230
MENLO PARK, CALIFORNIA 94025-7116
(650) 843-5000
_____________________
<PAGE>
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 (1) PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.001) (2) 2,325,000 shares $33.50 - $59.63 $98,766,794 $29,137
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and
aggregate offering price are based upon (a) the average of the high and low
prices of the Registrant's Common Stock on August 13, 1998 as reported on
the Nasdaq National Market; (b) for shares issuable under the Company's
Employee Stock Purchase Plan calculated on the basis of 85% of the average
high and low price of Registrant's Common Stock on August 13, 1998 as
reported on the Nasdaq National Market; or (c) for shares issuable
pursuant to outstanding options under the Company's Non-Officer Equity
Incentive Plan calculated on the basis of the actual exercise price. The
chart below details the calculation of the registration fee.
(2) Pursuant to Rule 416(a), this Registration Statement shall also cover any
additional shares of the Registrant's Common Stock that becomes issuable
under the plans by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration that increases the number of the Registrant's outstanding
shares of Common Stock.
<TABLE>
<CAPTION>
Number of Offering Price Aggregate
Securities Shares Per Share Offering Price
- ---------- ------------- ------------------ ------------------
<S> <C> <C> <C>
Common Stock issuable pursuant to the 600,000 $ 41.0625 $24,637,500
1993 Equity Incentive Plan
Common Stock issuable pursuant to the 350,000 $ 34.9031 $12,216,085
1995 Employee Stock Purchase Plan
Common Stock issuable pursuant to 686,354 $33.50-59.63 $33,635,682
outstanding options under the 1996
Non-Officer Equity Incentive Plan
Common Stock issuable pursuant to the 688,646 $ 41.0625 $28,277,527
1996 Non-Officer Equity Incentive
Plan
TOTAL: $98,766,794
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===========
</TABLE>
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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 and Registration
Statement on Form S-8 (No. 333-15239) filed with the Securities and Exchange
Commission on October 31, 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(3) Certificate of Amendment to the Amended and Restated Certificate of
Incorporation.
4.4(1) Specimen stock certificate.
4.5(1) Amended and Restated Investor Rights Agreement, dated September 20,
1994, between the Registrant and certain investors.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney. Reference is made to the signature page.
99.1(3) Registrant's 1993 Equity Incentive Plan, as amended.
99.2(3) Registrant's 1995 Employee Stock Purchase Plan, as amended.
99.3(3) Registrant's 1996 Non-Officer Equity Incentive Plan, as amended.
_______________
(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.
(3) Filed as an exhibit to the Form S-3 Registration Statement (No. 333-59331),
as amended through the date hereof 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 August 12, 1998.
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 Mark S. Garrett,
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>
/s/ Jeffrey A. Miller President, Chief Executive and Director August 12, 1998
- ------------------------------ (Principal Executive Officer)
Jeffrey A. Miller
/s/ Mark S. Garrett Vice President, Finance and August 12, 1998
- ------------------------------- Operations, and Chief Financial
Mark S. Garrett Officer (Principal Financial and
Accounting Officer)
/s/ Robert Adams Chairman of the Board of Directors August 12, 1998
- -------------------------------
Robert Adams
/s/ Kathryn Gould Director August 12, 1998
- -------------------------------
Kathryn Gould
/s/ Geoffrey Moore Director August 12, 1998
- -------------------------------
Geoffrey Moore
/s/ Colin O'Brien Director August 12, 1998
- -------------------------------
Colin O'Brien
/s/ John L. Walecka Director August 12, 1998
- -------------------------------
John L. Walecka
/s/ Edward Zander Director August 12, 1998
- -------------------------------
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(3) Certificate of Amendment to the Amended and Restated Certificate of
Incorporation.
4.4(1) Specimen stock certificate.
4.5(1) Amended and Restated Investor Rights Agreement, dated September 20,
1994, between the Registrant and certain investors.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney. Reference is made to the signature page.
99.1(3) Registrant's 1993 Equity Incentive Plan, as amended.
99.2(3) Registrant's 1995 Employee Stock Purchase Plan, as amended.
99.3(3) Registrant's 1996 Non-Officer Equity Incentive Plan, as amended.
_______________
(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.
(3) Filed as an exhibit to the Form S-3 Registration Statement (No. 333-59331),
as amended through the date hereof and incorporated herein by reference.
<PAGE>
EXHIBIT 5.1
August 17, 1998
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 2,325,000 shares of the Company's
Common Stock, $.001 par value, (the "Shares") pursuant to its 1993 Equity
Incentive Plan, 1995 Employee Stock Purchase Plan and 1996 Non-Officer Equity
Incentive Plan (the "Plans").
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 Plans, 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 LLP
By: /s/ Mark P. Tanoury
-------------------------
Mark P. Tanoury
<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 20, 1998, appearing on page
F-1 which is incorporated by reference in Documentum, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1997.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSE COOPERS LLP
San Jose, California
August 18, 1998
