-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TE4NyODejjOYESIT1aDKzX1YEjWn9NWHmCCQxFYs8d3vrDmxaHCbOnu4fmYZ1qzW DU90s9MKfaAkj+CJQTIs7g== 0000891618-00-001035.txt : 20000221 0000891618-00-001035.hdr.sgml : 20000221 ACCESSION NUMBER: 0000891618-00-001035 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000218 EFFECTIVENESS DATE: 20000218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIXAR \CA\ CENTRAL INDEX KEY: 0001002114 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 680086179 STATE OF INCORPORATION: CA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-30686 FILM NUMBER: 549133 BUSINESS ADDRESS: STREET 1: 1001 WEST CUTTING BLVD CITY: RICHMOND STATE: CA ZIP: 94808 BUSINESS PHONE: 5102364000 MAIL ADDRESS: STREET 1: 1001 WEST CUTTING BLVD CITY: RICHMOND STATE: VA ZIP: 94804 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on February 18, 2000 Registration No. 333-____________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- PIXAR (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) --------------------
CALIFORNIA 68-0086179 (State of incorporation) (I.R.S. Employer Identification No.)
1001 WEST CUTTING BOULEVARD, RICHMOND, CALIFORNIA 94804 (Address, including zip code, of Registrants Principal Executive Offices) -------------------- 1995 STOCK PLAN (Full title of the plan) -------------------- ANN MATHER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER PIXAR 1001 WEST CUTTING BOULEVARD RICHMOND, CALIFORNIA 94804 (NAME AND ADDRESS OF AGENT FOR SERVICE) (510)236-4000 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) -------------------- Copy to: JOSE F. MACIAS, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CA 94304-1050 -------------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER SHARE PRICE FEE - ------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value, reserved and outstanding under 1995 Stock Plan 4,268,845(1) $34.98/$35.85(2) $151,425,789(2) $ 39,976.41 - -------------------------------------------------------------------------------------------------------------------------
(1) Includes the following increases to the number of shares of the Registrant's Common Stock reserved for issuance under the 1995 Stock Plan: (i) an automatic annual increase of 1,360,073 shares on January 1, 1999, which annual increase is provided for in the 1995 Stock Plan, (ii) an automatic annual increase of 1,408,772 shares on January 1, 2000, which annual increase is provided for in the 1995 Stock Plan and (iii) an increase of 1,500,000 shares, which increase was previously approved by the Company's Board and will be submitted to the shareholders for approval. (2) Computed in accordance with Rules 457(h) and 457(c) under the Securities Act of 1933. Such computation is based on the weighted average exercise price of $34.98 per share covering 1,853,223 outstanding options and the estimated exercise price of $35.85 per share covering 2,415,622 authorized but unissued shares. The estimated exercise price of $35.85 was computed in accordance with Rule 457 by averaging the high and low prices of a share of Pixar Common Stock as reported on the Nasdaq National Market on February 14, 2000. 2 PIXAR REGISTRATION STATEMENT ON FORM S-8 PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. There are hereby incorporated by reference into this Registration Statement the following documents and information heretofore filed with the Securities and Exchange Commission (the "Commission") by the Registrant: 1. The Registrant's Annual Report on Form 10-K for the fiscal year ended January 2, 1999, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 1999, filed pursuant to Section 13(a) of the Exchange Act. 3. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 1999, filed pursuant to Section 13(a) of the Exchange Act. 4. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 1999, filed pursuant to Section 13(a) of the Exchange Act. 5. The description of Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A dated October 10, 1995, filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold under this registration statement, shall be deemed to be incorporated by reference herein and to be 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. Larry W. Sonsini, a member of the law firm Wilson Sonsini Goodrich & Rosati ("WSGR") and a director of the Registrant, beneficially owned as of February 18, 2000, an aggregate of 4,528 shares of the Registrant's Common Stock. Mr. Sonsini also holds options to purchase 20,000 shares of the Registrant's Common Stock. WSGR is giving an opinion upon the validity of the shares being registered. 2 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 317 of the California Corporations Code authorizes a court to award, or a corporation's Board of Directors to grant, indemnity 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 "Securities Act"). Article IV of the Registrant's Amended and Restated Articles of Incorporation, and Article VI of the Registrant's Amended and Restated Bylaws, as amended, provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the California Corporations Code. In addition, the Registrant has entered into Indemnification Agreements with its officers and directors. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. INDEX TO EXHIBITS.
Exhibit Number Description of Document - ------ ----------------------- 4.1 Amended and Restated Articles of Incorporation (1) 4.2 Amended and Restated Bylaws, as amended (2) 4.3 1995 Stock Plan, as amended (3) 5.1 Opinion of Counsel as to legality of securities being registered 23.1 Accountants' Consent 23.2 Consent of Counsel (contained in Exhibit 5.1) 24.1 Power of Attorney (see page 4)
- ------------------ (1) Incorporated by reference to the Registrants' Registration Statement on Form S-1, as amended (File No. 33-97918). (2) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 1999. (3) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 1998. 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: 3 4 (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (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 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)(1)(ii) do 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 Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. 4 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Richmond, State of California, on this 18th day of February, 2000. PIXAR By: /s/ ANN MATHER ---------------------------------------------------- Ann Mather Executive Vice President and Chief Executive Officer 5 6 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints, jointly and severally, Steven P. Jobs, Edwin E. Catmull and Ann Mather, or any of them (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and on his or her behalf to sign, execute and file this Registration Statement and any or all amendments (including, without limitation, post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and any all documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such 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 and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done. 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.
Signatures Title Date - --------------------------------- ------------------------------- ----------------- /s/ Steven P. Jobs Chairman of the Board and February 18, 2000 - --------------------------------- Chief Executive Officer Steven P. Jobs (Principal Executive Officer) /s/ Ann Mather Executive Vice President and February 18, 2000 - --------------------------------- Chief Financial Officer Ann Mather (Principal Financial Officer and Principal Accounting Officer) /s/ Jill E. Barad Director February 18, 2000 - --------------------------------- Jill E. Barad /s/ Skip M. Brittenham Director February 18, 2000 - --------------------------------- Skip M. Brittenham /s/ Edwin E. Catmull Director February 18, 2000 - --------------------------------- Edwin E. Catmull /s/ Joseph A. Graziano Director February 18, 2000 - --------------------------------- Joseph A. Graziano /s/ Lawrence B. Levy Director February 18, 2000 - --------------------------------- Lawrence B. Levy /s/ Larry W. Sonsini Director February 18, 2000 - --------------------------------- Larry W. Sonsini 6
7 INDEX TO EXHIBITS
Exhibit Number Description - ------ ----------- 5.1 Opinion of Counsel as to legality of securities being registerd 23.1 Accountants' Consent
EX-5.1 2 EX-5.1 1 EXHIBIT 5.1 February 18, 2000 Pixar 1001 West Cutting Boulevard Richmond, California 94804 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Pixar, a California corporation (the "Registrant" or "you"), with the Securities and Exchange Commission on or about February 18, 2000, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 4,268,845 shares of your Common Stock, no par value (the "Shares"), reserved for issuance pursuant to the 1995 Stock Plan, as amended ( the "Plan"). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the proposed sale and issuance of the Shares by you under the Plan. It is our opinion that, upon completion of the actions being taken, or contemplated by us as your counsel to be taken by you prior to the issuance of the Shares pursuant to the Registration Statement and the Plan, and upon completion of the actions being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any subsequent amendment thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati EX-23.1 3 EX-23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Pixar: We consent to the incorporation herein by reference in the registration statement on Form S-8 of Pixar of our reports dated January 29, 1999, relating to the balance sheets of Pixar as of December 31, 1997 and January 2, 1999, and the related statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended January 2, 1999, and the related schedule, which reports appear or are incorporated by reference in the 1998 annual report on Form 10-K of Pixar. /s/ KPMG LLP San Francisco, California February 18, 2000 -----END PRIVACY-ENHANCED MESSAGE-----