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As filed with the Securities and Exchange Commission on November 6, 1998
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.
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(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 77-0182779
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(State of Incorporation) (I.R.S. Employer Identification No.)
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894 Ross Drive
Sunnyvale, California 94089
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(Address of principal executive offices)
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1995 Stock Option Plan
1996 Nonstatutory Stock Option Plan
1997 Nonstatutory Stock Option Plan for Verity Canada
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(Full title of the plans)
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James E. Ticehust
Vice President, Administration and Controller
Verity, Inc.
894 Ross Drive
Sunnyvale, CA 94089
(408) 541-1500
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Timothy J. Moore, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Stock Options and Common Stock 1,750,000 $11.25 $19,687,500 $5,473.13
(par value $.001)
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(1) 750,000 shares to be registered pursuant to the 1995 Stock Option
Plan, 800,000 shares to be registered pursuant to the 1996
Nonstatutory Stock Option Plan and 200,000 shares to be registered
pursuant to the 1997 Nonstatutory Stock Option Plan for Verity Canada.
(2) 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 November 2, 1998 as reported on the
Nasdaq National Market.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-26600,
REGISTRATION STATEMENT ON FORM S-8 NO. 333-26869
AND REGISTRATION STATEMENT ON FORM S-8 NO. 333-44877
The contents of Registration Statement on Form S-8 No. 333-26600 filed with
the Securities and Exchange Commission on March 25, 1996, Registration Statement
on Form S-8 No. 333-26869 filed with the Securities and Exchange Commission on
May 12, 1997 and Registration Statement on Form S-8 No. 333-44877 filed with the
Securities and Exchange Commission on January 23, 1998 are incorporated by
reference herein.
EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER
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<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 page.
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1.
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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 November 6, 1998.
VERITY, INC.
By /s/ James E. Ticehurst
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Title: Vice President,
Administration and Controller
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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.
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<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ ------------------------------ ----------------
<S> <C> <C>
/s/ Gary J. Sbona President, Chief Executive November 6, 1998
- ------------------------------ Officer and Director
Gary J. Sbona
/s/ James E. Ticehurst Vice President, Administration November 6, 1998
- ------------------------------ and Controller
James E. Ticehurst
/s/ Steven M. Krausz Director November 6, 1998
- ------------------------------
Steven M. Krausz
/s/ Stephen A. MacDonald Director November 6, 1998
- ------------------------------
Stephen A. MacDonald
/s/ Charles P. Waite, Jr. Director November 6, 1998
- ------------------------------
Charles P. Waite, Jr.
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3.
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
<S> <C> <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 page.
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4.
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EXHIBIT 5.1
[COOLEY GODWARD LLP]
November 6, 1998
Verity, Inc.
894 Ross Drive
Sunnyvale, California 94089
Dear 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 1,750,000 shares of the Company's
Common Stock, $.001 par value, (the "Shares") pursuant to its 1995 Stock Option
Plan, 1996 Nonstatutory Stock Option Plan and 1997 Nonstatutory Stock Option
Plan for Verity Canada (the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectuses, 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 Plans, the
Registration Statement and related Prospectuses, 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
/s/ Timothy J. Moore
Timothy J. Moore
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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 Stock Option Plan,
the 1996 Nonstatutory Stock Option Plan, and the 1997 Nonstatutory Stock Option
Plan for Verity Canada) of our reports dated June 19, 1998, on our audits of the
consolidated financial statements and financial statement schedule of Verity,
Inc. as of May 31, 1998 and 1997, and the years ended May 31, 1998, 1997 and
1996, 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.
San Jose, California
November 6, 1998
