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Registration No. ____________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VERITY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 77-0182779
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
894 Ross Drive
Sunnyvale, California 94089
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(Address of principal executive offices) (Zip code)
VERITY, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
AMENDED AND RESTATED 1995 STOCK OPTION PLAN
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(Full title of the plan)
Donald C. McCauley
Vice President and Chief Financial Officer
Verity, Inc.
894 Ross Drive
Sunnyvale, California 94089
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 415/541-1500
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed
maximum
offering Proposed
price maximum
Title of Securities to Amount to be price per aggregate Amount of
be registered registered share 1 Offering price registration fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995 Employee Stock Purchase Plan
- ---------------------------------
Common Stock 250,000 $6.1890625 $1,547,265.63
Par Value $0.001
Amended and Restated 1995 Stock Option Plan
- -------------------------------------------
Common Stock 400,000 $7.28125 $2,912,500.00
Par Value $0.001
TOTAL 650,000 $4,459,765.63 $1,351.44
</TABLE>
________________________
1 Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The Verity, Inc. 1995 Employee Stock Purchase Plan
establishes a purchase price equal to 85% of the fair market value of the
Company's Common Stock and, therefore, the price for purchase rights under
this plan is based upon 85% of the average of the high and low prices of
the Common Stock on April 2, 1997 as reported on the National Association
of Securities Dealers Automated Quotations System. As to shares issuable
under the Verity, Inc. Amended and Restated 1995 Stock Option Plan, the
price is based upon the average of the high and low prices of the Common
Stock on April 2, 1997 as reported on the National Association of
Securities Dealers Automated Quotations System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Verity, Inc. (the "Company") hereby incorporates by reference
in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K,
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), containing audited financial information
for the Company's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
document referred to in (a) above.
(c) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A, filed pursuant
to Section 12 of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
(d) The description of the Company's Preferred Stock
Purchase Rights contained in the Company's Registration Statement on Form 8-A,
filed pursuant to Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all
securities 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 4. Description of Securities
The class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
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Item 6. Indemnification of Directors and Officers
Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While
the relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. The statute has no effect on directors' duty of loyalty, acts
or omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit.
The Company has adopted provisions in its Certificate of
Incorporation which eliminate the personal liability of its directors to the
Company and its stockholders for monetary damages for breach or alleged breach
of their duty of care. The Bylaws of the Company provide for indemnification
of its directors, officers, employees and agents to the full extent permitted
by the General Corporation Law of the State of Delaware, the Company's state of
incorporation, including those circumstances in which indemnification would
otherwise be discretionary under Delaware Law. Section 145 of the General
Corporation Law of the State of Delaware provides for indemnification in terms
sufficiently broad to indemnify such individuals, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising under
the Securities Act.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
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 Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective
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amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under 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.
(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 offering.
(b) Filing incorporating subsequent Exchange Act documents by
reference
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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
(h) Request for acceleration of effective date or filing of
registration statement on Form S-8
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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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
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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 Act and will
be governed by the final adjudication of such issue.
SIGNATURE
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 Sunnyvale, State of California, on April 2,
1997.
Verity, Inc.
By: /s/ Donald C. McCauley
__________________________________
Donald C. McCauley, Vice
President and Chief Financial
Officer
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POWER OF ATTORNEY
The officers and directors of Verity, Inc. whose signatures appear
below, hereby constitute and appoint Philippe F. Courtot and Donald C.
McCauley, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute
on behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons
in the capacities indicated on April 2, 1997.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ Philippe F. Courtot
____________________________
Philippe F. Courtot President, Chief Executive Officer and
Chairman of the Board (Principal
Executive Officer)
/s/ Donald C. McCauley
____________________________
Donald C. McCauley Vice President and Chief Financial Officer
(Principal Financial and Accounting
Officer)
/s/ Steven M. Krausz
____________________________
Steven M. Krausz Director
/s/ Stephen A. MacDonald
____________________________
Stephen A. MacDonald Director
/s/ Charles P. Waite, Jr.
____________________________
Charles P. Waite, Jr. Director
/s/ Dominique Trempont
____________________________
Dominique Trempont Director
</TABLE>
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EXHIBIT INDEX
4.1 Certificate of Incorporation of the Company is incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on August 25, 1995, as amended (File No. 33-96228)
4.2 Bylaws of the Company is incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on August 25,
1995, as amended (File No. 33-96228)
4.3 Agreement and Plan of Merger between Verity, Inc., a
California corporation, and the Company, filed September 22,
1995, is incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on August 25, 1995, as
amended (File No. 33-96228)
4.4 Stock Purchase Rights Plan is incorporated by reference to the
exhibits to the Company's report on Form 8-K filed with the
Securities and Exchange Commission on October 10, 1996
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Accountants
24 Power of Attorney (included in signature pages to this
registration statement)
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Attorneys at Law
400 Hamilton Avenue
Palo Alto, CA 94301-1825
Tel (415) 328-6561
Fax (415) 327-3699
EXHIBIT 5
OUR FILE NO. 1220335-903600
April 2, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: VERITY, INC.
REGISTRATION STATEMENT ON FORM S-8 REGISTERING SHARES ISSUABLE
UNDER THE VERITY, INC. AMENDED AND RESTATED 1995 STOCK OPTION
PLAN AND 1995 EMPLOYEE STOCK PURCHASE PLAN
Ladies and Gentlemen:
As legal counsel for Verity, Inc., a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 650,000 shares of the
Common Stock, $0.001 par value, of the Company which may be issued pursuant to
the exercise of options and purchase rights granted under the Verity, Inc.
Amended and Restated 1995 Stock Option Plan and 1995 Employee Stock Purchase
Plan (the "Plans").
We have examined all instruments, documents and records which
we deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.
We are admitted to practice only in the State of California
and we express no opinion concerning any law other than the law of the State of
California, the corporation laws of the State of Delaware and the federal law
of the United States.
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Securities and Exchange Commission
Page 2
As to matters of Delaware corporation law, we have based our
opinion solely upon our examination of such laws and the rules and regulations
of the authorities administering such laws, all as reported in standard,
unofficial compilations. We have not obtained opinions of counsel licensed to
practice in jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the
650,000 shares of Common Stock which may be issued upon exercise of options and
purchase rights granted under the Plans are duly authorized shares of the
Company's Common Stock, and, when issued against payment of the purchase price
therefor in accordance with the provisions of the Plans, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement referred to above and the use of our name
wherever it appears in said Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Verity, Inc. on Form S-8 (to register shares under the 1995 Stock Option Plan
and the Stock Purchase Plan) of our reports dated June 21, 1996, except for
Note 14 for which the date is July 12, 1996, on our audits of the consolidated
financial statements and financial statement schedule of Verity, Inc. as of May
31, 1996 and 1995, and the years ended May 31, 1996, 1995 and 1994, which
reports appear in the Annual Report on Form 10-K of Verity, Inc. filed with the
SEC pursuant to the Securities Exchange Act of 1934.
/s/ Coopers & Lybrand L.L.P.
San Jose, California
April 4, 1997
