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As filed with the Securities and Exchange Commission on June 13, 1997
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
--------------------------
REMEDY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 77-0265675
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
Incorporation or
Organization)
1505 SALADO DRIVE
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices) (Zip Code)
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1995 STOCK OPTION/STOCK ISSUANCE PLAN
1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the Plans)
-------------------------
GEORGE A. DE URIOSTE
CHIEF FINANCIAL OFFICER
1505 SALADO DRIVE, MOUNTAIN VIEW, CA 94043
(Name and address of agent for service)
(415) 903-5200
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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===========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
1995 Stock Option/Stock Issuance Plan:
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Options to Purchase Common Stock 3,053,932 N/A N/A N/A
Common Stock, $0.00005 par value 3,053,932 Shares $38.375 $117,194,640.50 $35,513.49
1995 Non-Employee Directors Stock Option Plan:
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Options to Purchase Common Stock 37,500 N/A N/A N/A
Common Stock, $0.00005 par value 37,500 Shares $38.375 $1,439,062.50 $436.08
===============================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Remedy Corporation 1995
Stock Option/Stock Issuance Plan and 1995 Non-Employee Directors Stock
Option Plan, by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the outstanding shares of Common Stock of Remedy Corporation.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low price per share of Common Stock of Remedy Corporation
as reported on the Nasdaq National Market on June 10, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Remedy Corporation (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997; and
(c) The Registrant's Registration Statement No. 0-25494 on Form
8-A filed with the SEC on January 31, 1995, and amended on
March 14, 1995, pursuant to Section 12(b) of the Securities
Exchange Act of 1934 (the "1934 Act"), in which there is
described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 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 into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "1933 Act"). Article VII of the Registrant's Bylaws provides for
mandatory indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted by
the Delaware General Corporation Law. The Registrant's Certificate of
Incorporation provides that, pursuant to Delaware law, its directors shall not
be liable for monetary damages for breach of the directors' fiduciary duty as
directors to the Registrant and its stockholders. This provision in the
Certificate of Incorporation does not eliminate the directors' fiduciary duty,
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 actions leading to improper personal benefit of the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful 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 actions leading to improper
personal benefit of the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law.
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Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement No. 0-25494 on Form
8-A, which is incorporated herein by reference pursuant to
Item 3(c) of this Registration Statement
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
</TABLE>
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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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 and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1995
Stock Option/Stock Issuance Plan and/or 1995 Non-Employee Directors Stock Option
Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6, or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of 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 1933 Act and will be governed by the final
adjudication of such issue.
II-2
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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 Mountain View, State of California, on this 11th
day of June, 1997.
REMEDY CORPORATION
By: /s/ Lawrence Garlick
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Lawrence L. Garlick
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Remedy Corporation, a
Delaware corporation, do hereby constitute and appoint Lawrence L. Garlick and
George A. de Urioste, and either of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Lawrence Garlick Chairman of the Board June 11, 1997
- ---------------------- and Chief Executive Officer
Lawrence L. Garlick (Principal Executive Officer)
/s/ G. A. de Urioste Vice President, Finance and June 11, 1997
- ---------------------- Chief Financial Officer (Principal
George A. de Urioste Financial and Accounting Officer)
</TABLE>
II-3
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Signature Title Date
/s/ Harvey C. Jones, Jr. Director June 11, 1997
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Harvey C. Jones, Jr.
/s/David A. Mahler Director June 11, 1997
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David A. Mahler
/s/ John F. Shoch Director June 11, 1997
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John F. Shoch
/s/ James R. Swartz Director June 11, 1997
- ------------------------
James R. Swartz
II-4
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
REMEDY CORPORATION
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EXHIBIT INDEX
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Exhibit
Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement No. 0-25494 on Form
8-A, which is incorporated herein by reference pursuant to
Item 3(c) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
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EXHIBIT 5
June 13, 1997
Remedy Corporation
1505 Salado Drive
Mountain View, California 94043
Re: Remedy Corporation (the "Company")
Registration Statement for
an aggregate of 3,091,432 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of the (i) 3,053,932
shares of Common Stock available for issuance under the Company's 1995 Stock
Option/Stock Issuance Plan and (ii) 37,500 shares of Common Stock available for
issuance under the Company's 1995 Non-Employee Directors Stock Option Plan. We
advise you that, in our opinion, when such shares have been issued and sold
pursuant to the applicable provisions of the Company's 1995 Stock Option/Stock
Issuance Plan and the 1995 Non-Employee Directors Stock Option Plan and in
accordance with the Registration Statement, such shares will be validly issued,
fully paid and nonassessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
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Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
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EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1995 Stock Option/Stock Issuance Plan and 1995
Non-Employee Directors Option Plan of our reports dated January 24, 1997, with
respect to the consolidated financial statements and schedule of Remedy
Corporation incorporated by reference in its Annual Report (From 10-K) for the
year ended December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Palo Alto, California
June 11, 1997
