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As filed with the Securities and Exchange Commission on October 3, 2000
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.)
------------
6801 Koll Center Parkway
Pleasanton, California 94566-3145
(Address of principal executive offices)
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Documentum, Inc. Employee Stock Purchase Plan
1995 Non-Employee Directors' Stock Option Plan
1996 Non-Officer Equity Incentive Plan
(Full title of the plans)
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Jeffrey A. Miller
President and Chief Executive Officer
Documentum, Inc.
6801 Koll Center Parkway
Pleasanton, California 94566-3145
(925) 600-6800
(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
5 Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
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Page 1 of ___
Exhibit Index at Page ___
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
to be Registered Amount to be Registered Price per Share (1) Offering Price (1) Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,300,000 shares $88.50-$39.438 $78,930,869 $20,837.75
$.001 per share
====================================================================================================================================
</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) 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 September
29, 2000, as reported on the Nasdaq National Market; (b) for shares
issuable pursuant to outstanding options under the Company's Non-Officer
Equity Incentive Plan and Non-Employee Directors' Stock Option Plan
calculated on the basis of the actual exercise price; or (c) for shares
issuable pursuant to unissued options under the 1995 Non-Employee
Directors' Stock Option Plan, the average of the high and low prices of
Registrant's Common Stock on September 29, 2000, as reported on the Nasdaq
National Market. 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>
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Title of Shares Number of Shares Offering Price Per Share Aggregate Offering Price
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock issuable 250,000 $69.41 $17,352,500
pursuant to the
Documentum, Inc. Employee
Stock Purchase Plan
===========================================================================================================
Common Stock issuable 4,168 $46.00 $191,728
pursuant to the
outstanding options under
the 1995 Non-Employee
Directors' Stock Option
Plan
===========================================================================================================
Common Stock issuable 95,832 $81.66 $7,825,641.10
pursuant to unissued
options under the 1995
Non-Employee Directors'
Stock Option Plan
-----------------------------------------------------------------------------------------------------------
Common Stock issuable 950,000 $88.50-$39.438 $53,561,000
pursuant to the
outstanding options under
the 1996 Non-Officer
Equity Incentive Plan
===========================================================================================================
</TABLE>
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of Registration Statement on Form S-8 (No. 333-081832)
filed with the Securities and Exchange Commission on March 4, 1996, Registration
Statement on Form S-8 (No. 333-08709) filed with the Securities and Exchange
Commission on July 24, 1996, Registration Statement on Form S-8 (No. 333-15239)
filed with the Securities and Exchange Commission on October 31, 1996,
Registration Statement on Form S-8 (No. 333-39027) filed with the Securities and
Exchange Commission on October 30, 1997, Registration Statement on Form S-8 (No.
333-59353) filed with the Securities and Exchange Commission on July 17, 1998,
Registration Statement on Form S-8 (No. 333-61871) filed with the Securities and
Exchange Commission on August 20, 1998 and Registration
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Statement on Form S-8 (No. 333-86799) filed with the Securities and Exchange
Commission on September 9, 1999 are incorporated by reference into this
Registration Statement:
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 PricewaterHouse Coopers LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 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 Registrant's Employee Stock Purchase Plan, as amended.
99.2 Registrant's 1995 Non-Employee Directors' Stock Option Plan, as
amended
99.3 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.
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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 Pleasanton, State of California, on October 3,
2000.
DOCUMENTUM, INC.
By: /s/ Bob L. Corey
----------------------------
Bob L. Corey
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffrey A. Miller and Bob L. Corey, 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 Officer October 3, 2000
--------------------------------------------
(JEFFREY A. MILLER)
/s/ BOB L. COREY Chief Financial Officer (Principal October 3, 2000
-------------------------------------------- Financial and Accounting Officer)
(BOB L. COREY)
/s/ ROBERT ADAMS Director October 3, 2000
--------------------------------------------
(ROBERT ADAMS)
/s/ GARY BANKS Director October 3, 2000
--------------------------------------------
(GARY BANKS)
/s/ JOHN HAMM Director October 3, 2000
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(JOHN HAMM)
/s/ GEOFFREY MOORE Director October 3, 2000
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(GEOFFREY MOORE)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ MICHAEL PEHL Director October 3, 200
--------------------------------------------
(MICHAEL PEHL)
/s/ ED ZANDER Director October 3, 2000
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(ED ZANDER)
</TABLE>
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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 PricewaterHouse Coopers LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 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 Registrant's Employee Stock Purchase Plan, as amended.
99.2 Registrant's 1995 Non-Employee Directors' Stock Option Plan, as amended
99.3 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.
6
