<PAGE> 1
As filed with the Securities and Exchange Commission on January 8, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
VERITY, INC.
(Exact name of registrant as specified in its charter)
____________
Delaware 77-0182779
(State of Incorporation) (I.R.S. Employer Identification No.)
894 Ross Drive
Sunnyvale, California 94089
(Address of principal executive offices)
____________
1996 Nonstatutory Stock Option Plan
(Full title of the plans)
James E. Ticehurst
Vice President, Administration and Controller
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)
____________
Copies to:
Timothy J. Moore, Esq.
Cooley Godward LLP
Five Palo Alto Square
Palo Alto, CA 94306-2155
(650) 843-5000
____________
Page 1 of _______
Exhibit Index at Page _______
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING PRICE PER AGGREGATE OFFERING
TO BE REGISTERED AMOUNT TO BE SHARE (1) PRICE (1) AMOUNT OF
REGISTERED REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and 460,000
Common Stock (par
value $.001) $5.00 $2,300.00 $678.50
====================================================================================================================
</TABLE>
================================================================================
(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 price of
Registrant's Common Stock on January 6, 1998 as reported on the NASDAQ
National Market System.
================================================================================
<PAGE> 3
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-26869
The contents of Registration Statement on Form S-8 No. 333-26869 filed
with the Securities and Exchange Commission on May 12, 1997 are incorporated by
reference herein.
EXHIBITS
EXHIBIT
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 page.
1.
<PAGE> 4
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 January 8,
1998.
VERITY, INC.
By: /s/ James E. Ticehurst
-----------------------------------
Title: Vice President,
Administration and Controller
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary J. Sbona and James E. Ticehurst 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.
2.
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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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Gary J. Sbona
- -------------------------- President and Chief Executive January 8, 1998
Gary J. Sbona Officer
/s/ James E. Ticehurst
- -------------------------- Vice President, Administration January 8, 1998
James E. Ticehurst and Controller
/s/ Steven Krausz
- -------------------------- Director January 8, 1998
Steven Krausz
/s/ Stephen A. MacDonald
- -------------------------- Director January 8, 1998
Stephen A. MacDonald
/s/ Charles Waite, Jr.
- -------------------------- Director January 8, 1998
Charles Waite, Jr.
</TABLE>
3.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE 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 is contained on the signature pages.
</TABLE>
4.
<PAGE> 1
EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
January 8, 1998
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 460,000 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1996
Nonstatutory Stock Option 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 pursuant 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/ Timothy J. Moore
--------------------
Timothy J. Moore
<PAGE> 1
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 1996 Nonstatutory Stock
Option 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
January 8, 1998
