S-8 1 a2042386zs-8.htm FORM S-8 Prepared by MERRILL CORPORATION www.edgaradvantage.com
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As filed with the Securities and Exchange Commission on March 22, 2001

Registration No. 333-      



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


Latitude Communications, Inc.
(Exact name of Registrant as specified in its charter)

Delaware 94-3177392
(State of incorporation) (I.R.S. Employer Identification No.)

2121 Tasman Drive
Santa Clara, CA 95054
(Address of principal executive offices)


1999 Employee Stock Purchase Plan
2001 Employee Stock Option Plan
(Full title of the Plan)


Rick M. McConnell
Vice President of Finance and Administration
Latitude Communications, Inc.
2121 Tasman Drive
Santa Clara, CA 95054
(408) 988-7200
(Name, address and telephone number, including area code, of agent for service)


Copy to:

Anita Vasudevan
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488


CALCULATION OF REGISTRATION FEE



Title of
Securities to be Registered
  Maximum Amount
to be Registered(1)
  Proposed Maximum
Offering Price
Per Share
  Proposed Maximum
Aggregate
Offering Price
  Amount of
Registration Fee

1999 Employee Stock Purchase Plan                
  Common Stock, $.001 par value   193,017 Shares   $2.44(2)   $470,962   $124.33

2001 Employee Stock Option Plan                
  Common Stock $.001 par value   556,145 Shares   $3.19(3)   $1,774,103   $468.36
  Common Stock $.001 par value   243,855 Shares   $2.87(4)   $699,864   $184.76

(1)
This Registration Statement shall also cover any additional shares of Common Stock which become issuable under any of the Plans being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock.
(2)
Estimated in accordance with Rule 457(h) under the Securities Act of 1933 (the "Securities Act") solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low sale prices of the Common Stock as reported on The Nasdaq National Market on March 21, 2001, multiplied by 85%, which is the percentage of the trading purchase price applicable to purchases under the referenced plan.
(3)
Computed in accordance with Rule 457(h) under the Securities Act of 1933 (the "Securities Act") solely for the purpose of calculating the registration fee. Computation based on the weighted average per share exercise price (rounded to nearest cent) of outstanding options under the referenced plan, the shares issuable under which are registered hereby.
(4)
Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The computation with respect to unissued options is based upon the average high and low sale prices of the Common Stock as reported on the Nasdaq National Market on March 21, 2001.





PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

    The following documents filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference:

    (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed.

    (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 Annual Report referred to in (a) above.

    (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission under Section 12 of the Exchange Act on March 2, 1999, including any amendment or report filed for the purpose of updating such description.

    All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents.


Item 4.  Description of Securities.

    Not applicable.


Item 5.  Interests of Named Experts and Counsel.

    Not applicable.


Item 6.  Indemnification of Directors and Officers.

    The Registrant's Certificate of Incorporation reduces the liability of a director to the corporation or its shareholders for monetary damages for breaches of his or her fiduciary duty of care to the fullest extent permissible under Delaware law. The Bylaws of the Registrant further provide for indemnification of corporate agents to the maximum extent permitted by the Delaware General Corporation Law. In addition, the Registrant has entered into Indemnification Agreements with its officers and directors.


Item 7.  Exemption from Registration Claimed.

    Not applicable.

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Item 8.  Exhibits.

Exhibit
Number

   
5.1   Opinion of Venture Law Group, a Professional Corporation.
23.1   Consent of Venture Law Group, a Professional Corporation (included in Exhibit 5.1).
23.2   Consent of Independent Accountants
24.1   Powers of Attorney (See page II-3)


Item 9.  Undertakings.

    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 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.

        (2) that, for purposes 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.

    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 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.

    Insofar as the 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 Commission such indemnification is against public policy as expressed in the Securities 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 a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the question has already been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant, Latitude Communications, Inc., a corporation organized and existing under the laws of the State of Delaware, 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 Santa Clara, State of California, on this 22nd day of March, 2001.

    LATITUDE COMMUNICATIONS, INC

 

 

By:

/s/ 
RICK M. MCCONNELL   
Rick M. McConnell
Vice President, Finance and Administration and Chief Financial Officer


POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Emil C.W. Wang and Rick M. McConnell, jointly and severally, his or her attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file such amendments, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to each attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorneys-in-fact and agents, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

    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/ EMIL C.W. WANG   
Emil C.W. Wang
  President, Chief Executive Officer and Director (Principal Executive Officer)   March 22, 2001

/s/ 
RICK M. MCCONNELL   
Rick M. McConnell

 

Vice President of Finance and Administration and Chief Financial Officer (Principal Financial and Accounting Officer)

 

March 22, 2001

/s/ 
ROBERT J. FINOCCHIO, JR.   
Robert J. Finocchio, Jr.

 

Director

 

March 22, 2001

/s/ 
KLAUS-DIETER LAIDIG   
Klaus-Dieter Laidig

 

Director

 

March 22, 2001

/s/ 
F. GIBSON MEYERS, JR.   
F. Gibson Meyers, Jr.

 

Director

 

March 22, 2001

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INDEX TO EXHIBITS

Exhibit
Number

   
5.1   Opinion of Venture Law Group, a Professional Corporation
23.1   Consent of Venture Law Group, a Professional Corporation (included in Exhibit 5.1).
23.2   Consent of Independent Accountants
24.1   Powers of Attorney (See page II-3)



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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS