<PAGE>
As filed with the Securities and Exchange Commission on November 10, 1999
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
CYBERSOURCE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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<S> <C>
Delaware 77-0472961
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</TABLE>
550 South Winchester Boulevard, Suite. 301
San Jose, California 95128
(Address of Principal Executive Offices)(ZIP Code)
CyberSource Corporation 1998 Stock Option Plan
CyberSource Corporation 1999 Stock Option Plan
CyberSource Corporation 1999 Non-Qualified Stock Option Plan
CyberSource Corporation 1999 Employee Stock Purchase Plan
(Full Title of Plans)
_______________________________
Charles E. Noreen, Jr.
Chief Financial Officer
CyberSource Corporation
550 South Winchester Boulevard, Suite. 301
San Jose, California 95128
(408) 556-9100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
_______________
Copy to:
Richard Scudellari, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94304-1018
(650) 813-5600
_______________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
=====================================================================================================================
Title of Securities Amount to Offering Price Aggregate Offering Registration Fee
to be Registered be Registered Per Share(1) Price(1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 0.001 par value, subject to
options under the CyberSource
Corporation Stock Option Plans........... 3,177,131 $ 7.9645 $25,304,259.85 $ 7,034.58
=====================================================================================================================
Common Stock, 0.001 par value, available
for future grant under the CyberSource
Corporation Stock Option Plans........... 1,194,622 $57.0625 $68,168,117.88 $18,950.74
=====================================================================================================================
TOTAL..................................... 4,371,753 $93,472,377.73 $25,985.32
=====================================================================================================================
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(1) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended. The price of $7.9645 per share
represents the average exercise price of the 3,177,131 shares of Common
Stock subject to options under the CyberSource Corporation Plans. The
price of $57.0625 per share represents the average of the high and low
price per share of Common Stock available for future under the CyberSource
Corporation Plans, as reported on the Nasdaq National Market on November 8,
1999.
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
================================================================================
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration Statement
the following documents and information previously filed with the Securities and
Exchange Commission (the "Commission"):
1. The Registrant's Prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended, and included in the Registration Statement
on Form S-1 (the "Registration Statement") as declared effective on November 4,
1999 (No. 333-89337), which includes audited financial statements for the
Registrant's latest fiscal year.
2. The Registrant's Current Report on Form 10-Q for the quarter ended
June 30, 1999, filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act").
3. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
June 23, 1999.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement, and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then 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.
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Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the common stock offered hereby will be passed upon for us
by Morrison & Foerster LLP, Palo Alto, California. A partner of Morrison &
Foerster LLP is also a director of the Registrant and owns 45,000 shares of our
common stock and holds an option to purchase an additional 10,000 shares of our
common stock.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the General Corporate Law of the State of Delaware,
the Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). The Registrant's
Amended and Restated Bylaws also provide for mandatory indemnification of its
directors and executive officers, and permissive indemnification of its
employees and agents, to the fullest extent permissible under Delaware law.
The Registrant's Amended and Restated Certificate of Incorporation provides
that the liability of its directors for monetary damages shall be eliminated to
the fullest extent permissible under Delaware law. Pursuant to Delaware law,
this includes elimination of liability for monetary damages for breach of the
directors' fiduciary duty of care to the Registrant and its stockholders. These
provisions do not eliminate the directors' duty of care and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of non-
monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for any
transaction from which the director derived an improper personal benefit, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a
director's responsibilities under any other laws, such as the federal securities
laws or state or federal environmental laws.
The Registrant has entered into agreements with its directors and certain
of its executive officers that require the Registrant to indemnify such persons
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with 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
officer of the Registrant or any of its affiliated enterprises, provided such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Registrant and, with respect to
any criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. The indemnification agreements also set forth procedures that apply
in the event of a claim for indemnification thereunder.
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The Registrant obtained, in conjunction with the effectiveness of its
Registration Statement on Form S-1 (Reg. No. 333-77545), a policy of directors'
and officers' liability insurance that insures its directors and officers
against the cost of defense, settlement or payment of a judgment under limited
circumstances.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Consultants and Advisors.
Not Applicable.
Item 9. Exhibits.
4.1 Form of Certificate of Incorporation (incorporated herein by reference
to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (Reg. No.
333-77545), as amended, filed with the Commission on April 30, 1999.)
4.2 Form of Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (Reg. No.
333-77545), as amended, filed with the Commission on April 30, 1999.)
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see Signature Page)
Item 9. Undertakings.
(a) 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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), 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.
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities bring registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of the
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 Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
CyberSource Corporation, 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 San Jose, State of California, on
November 10, 1999.
CYBERSOURCE CORPORATION
By: /s/ William S. McKiernan
------------------------
William S. McKiernan
Chief Executive Officer
POWER OF ATTORNEY
-----------------
Each person whose signature appears below constitutes and appoints William
S. McKiernan and Charles E. Noreen, Jr., and each of them, as attorneys-in-fact,
each with the power of substitution, for him in any and all capacities, to sign
any amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact, 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 the said attorney-
in-fact or his substitute or substitutes, 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 date indicated.
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Signature Capacity Date
- ----------------------------------------- ------------------------ --------------------
<S> <C> <C>
- ----------------------------------------- Chief Executive Officer November 10, 1999
/s/ William S. McKiernan and Director (Principal
- ----------------------------------------- Executive Officer)
William S. McKiernan
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$$/NOFOLIO
/s/ Charles E. Noreen, Jr. Vice President, November 10, 1999
- ------------------------------- Finance &
Charles E. Noreen, Jr. Administration, Chief
Financial Officer
(Principal Financial
and Accounting Officer)
/s/ Bert Kolde Director November 10, 1999
- ------------------------------
Bert Kolde
Director
- ------------------------------
Linda Fayne Levinson
Director
- ------------------------------
Steven P. Novak
/s/ Richard Scudellari Director November 10, 1999
- ------------------------------
Richard Scudellari
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Document
- ------ --------
4.1 Form of Certificate of Incorporation (incorporated herein by reference
to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (Reg. No.
333-77545), as amended, filed with the Commission on April 30, 1999.)
4.2 Form of Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (Reg. No.
333-77545), as amended, filed with the Commission on April 30, 1999.)
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see Signature Page)
<PAGE>
EXHIBIT 5.1
November 10, 1999
CyberSource Corporation
550 South Winchester Blvd.
Suite 301
San Jose, CA 95128
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
CyberSource Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission on November 10, 1999 (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended, of 4,371,753 shares of the Company's Common Stock, $0.001 par value
(the "Shares"). The Shares are reserved for issuance pursuant to the Company's
1998 Stock Option Plan, the 1999 Stock Option Plan, the 1999 Non-Qualified Stock
Option Plan and the 1999 Employee Stock Purchase Plan. As counsel to the
Company, we have examined the proceedings taken by the Company in connection
with the registration of the Shares.
It is our opinion that the Shares, when issued and sold in the manner
described in the Registration Statement and the related Prospectus, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ Morrison & Foerster LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1998 Stock Option Plan, the 1999 Stock Option Plan,
the 1999 Non-Qualified Stock Option Plan and the 1999 Employee Stock Purchase
Plan of CyberSource Corporation of our report dated February 18, 1999 (except as
to the second paragraph of Note 5, as to which the date is June 21, 1999) with
respect to the consolidated financial statements of CyberSource Corporation
included in its Registration Statement on Form S-1 (Reg. No. 333-89337), filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
November 10, 1999
