<PAGE> 1
As filed with the Securities and Exchange Commission on September 26, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VERITY, INC.
(Exact name of registrant as specified in its charter)
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Delaware 77-0182779
(State of Incorporation) (I.R.S. Employer Identification No.)
894 Ross Drive
Sunnyvale, California 94089
(Address of principal executive offices)
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1995 Employee Stock Purchase Plan
(Full title of the plans)
Donald C. McCauley
Vice President and Chief Financial Officer
Verity, Inc.
894 Ross Drive
Sunnyvale, California 94089
(408) 541-1500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Lana K. Hawkins, Esq.
Cooley Godward LLP
Five Palo Alto Square
Palo Alto, CA 94306-2155
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.001) 800,000 $5.375 $4,300,000 $1,303.03
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</TABLE>
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(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 the closing of Registrant's Common Stock on
September 24, 1997 as reported on the NASDAQ National Market System.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-2475
The contents of Registration Statement on Form S-8 No. 333-2475 filed
with the Securities and Exchange Commission on April 8, 1997 are incorporated
by reference herein.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Independent Accountants.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement.
24.1 Power of Attorney in contained on the signature page.
</TABLE>
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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 Sunnyvale, State of California, on
September 26, 1997.
VERITY, INC.
By: /s/ DONALD C. McCAULEY
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Title: Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary J. Sbona and Donald C. McCauley 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.
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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.
Signature Title Date
/s/ GARY J. SBONA President and Chief Executive September 26, 1997
- ------------------------ Officer
Gary J. Sbona
/s/ DONALD C. McCAULEY Vice President and Chief September 26, 1997
- ------------------------ Financial Officer
Donald C. McCauley
/s/ JAMES TICEHURST Principal Accounting Officer September 26, 1997
- ------------------------
James Ticehurst
/s/ STEVEN KRAUSZ Director September 26, 1997
- ------------------------
Steven Krausz
/s/ STEPHEN A. MACDONALD Director September 26, 1997
- ------------------------
Stephen A. MacDonald
/s/ CHARLES WAITE, JR. Director September 26, 1997
- ------------------------
Charles Waite, Jr.
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Independent Accountants
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages
<PAGE> 1
EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
September 26, 1997
Verity, Inc.
894 Ross Drive
Sunnyvale, California 94089
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Verity, Inc. (the "Company") of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 800,000 shares of the Company's
Common Stock, $.001 par value, (the "Shares") pursuant to its 1995 Employee
Stock Purchase Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Certificate of Incorporation and By-laws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursant to certain
deferred payment arrangements, which will be fully paid and nonassessable when
such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ ALAN C. MENDELSON
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Alan C. Mendelson
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EXHIBIT 23.1
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 Employee Stock
Purchase Plan) of our reports dated June 18, 1997, on our audits of the
consolidated financial statements and financial statement schedule of Verity,
Inc. as of May 31, 1997 and 1996, and the years ended May 31, 1997, 1996 and
1995, 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.
Coopers & Lybrand L.L.P.
San Jose, California
September 26, 1997
