<PAGE>
As filed with the Securities and Exchange Commission on August 4, 2000
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)
Delaware 77-0472961
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1295 Charleston Road
Mountain View, California 94043
(Address of Principal Executive Offices)(ZIP Code)
CyberSource Corporation 1999 Stock Option Plan
CyberSource Corporation 1999 Non-Qualified Stock Option Plan
Restricted Stock Purchase Right
(Full Title of Plans)
_______________________________
Charles E. Noreen, Jr.
Chief Financial Officer
CyberSource Corporation
1295 Charleston Road
Mountain View, CA 94043
(650) 965-6000
(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
<TABLE>
<CAPTION>
====================================================================================================================
Maximum Proposed Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Offering Registration
to be Registered be Registered Per Share(1) Price(1) Fee
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 0.001 par value, available
for future grant under the CyberSource 4,137,500 $8.28125 $34,263,671.875 $9,046
Corporation Stock Option Plans...........
====================================================================================================================
</TABLE>
(1) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended. The price of $8.28125 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 August 1, 2000.
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.
================================================================================
<PAGE>
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 contents of the Registrant's Registration Statement on Form S-8,
Commission File No. 333-90725, including exhibits thereto, are hereby
incorporated by reference into this Registration Statement, except as the same
may be modified by the information set forth herein.
2. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act").
3. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 2000 and March 31, 2000, filed pursuant to the Exchange Act.
4. The Registrant's current report on Form 8-K and 8-K/A filed filed
pursuant to the Exchange Act on January 25, 2000 and March 27, 2000,
respectively.
5. 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.
<PAGE>
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.
Item 8. 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)
<PAGE>
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 Mountain View, State of California, on
August 4, 2000.
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.
Signature Capacity Date
--------- -------- ----
/s/ William S. McKiernan Chief Executive Officer August 4, 2000
------------------------ and Director (Principal
William S. McKiernan Executive Officer)
<PAGE>
/s/ Charles E. Noreen, Jr. Vice President, Finance August 4, 2000
-------------------------- & Administration, Chief
Charles E. Noreen, Jr. Financial Officer
(Principal Financial
and Accounting Officer)
/s/ Linda Fayne Levinson Director August 4, 2000
--------------------------
Linda Fayne Levinson
/s/ Steven P. Novak Director August 4, 2000
--------------------------
Steven P. Novak
/s/ Richard Scudellari Director August 4, 2000
--------------------------
Richard Scudellari
__________________________ Director
Michael N. Agostino
<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)
