-----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, LTgsj4M2NonwRlLvV9RioddhzqHENfiQn+JMUqlvHVHsYLwmWZiPTD4XjYpc92+c ggCkbiT6DQQFhJ0vAqHh0A== 0001012870-99-001985.txt : 19990618 0001012870-99-001985.hdr.sgml : 19990618 ACCESSION NUMBER: 0001012870-99-001985 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990617 EFFECTIVENESS DATE: 19990617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LATITUDE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001078425 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 943177392 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-80939 FILM NUMBER: 99648226 BUSINESS ADDRESS: STREET 1: 2121 TASMAN DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 S-8 1 FORM S-8 filed with the Securities and Exchange Commission on June 17, 1999 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 1999 Stock Plan 1993 Stock Plan 1999 Directors' Stock Option Plan (Full title of the Plans) _______________________ Rick M. McConnell Vice President of Finance and Administration and Chief Financial Officer 2121 Tasman Drive Santa Clara, CA 95054 (408) 988-7200 (Name, address and telephone number, including area code, of agent for service) _______________________ Copy to: Mark A. Medearis Venture Law Group A Professional Corporation 2800 Sand Hill Road Menlo Park, California 94025 (650) 854-4488 (Calculation of Registration Fee on following page)
- ------------------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------- Proposed Proposed Maximum Amount Maximum Maximum Amount of to be Offering Aggregate Registration Fee Title of Securities to be Registered Registered(1) Price Per Offering Price Share - ------------------------------------------------------------------------------------------------------------------------- 1999 Employee Stock Purchase Plan Common Stock, $.001 par value....... 500,000 Shares $10.25(2) $ 5,125,000.00 $ 1,424.75 1999 Stock Plan Common Stock, $.001 par value....... 2,700,000 Shares $12.06(4) $32,562,000.00 $ 9,052.24 1993 Stock Plan Common Stock, $.001 par value....... 1,566,906 Shares $ 2.99(3) $ 4,685,048.94 $ 1,302.44 Common Stock, $.001 par value....... 13,970 Shares $12.06(4) $ 168,478.20 $ 46.84 1999 Directors' Stock Option Plan Common Stock, $.001 par value....... 250,000 Shares $12.06(4) $ 3,015,000.00 $ 838.17 ---------------- -------------- ---------- TOTAL 5,030,876 Shares $45,555,527.14 $12,664.44 -----
_______________________ (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 June 10, 1999, 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 solely for the purpose of calculating the registration fee. The computation is 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 June 10, 1999. 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 Prospectus filed on May 7, 1999 pursuant to Rule 424(b) of the Securities Act, which contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed. (b) Not Applicable. (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 Securities Exchange Act of 1934 (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. ----------------------------------------------------- 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 signature page) -2- 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. [Signature Pages Follow] -3- 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 16th day of June, 1999. Latitude Communications, Inc. By: /s/ RICK M. MCCONNELL ----------------------------------- Rick M. McConnell Vice President, Finance and Administration, and Chief Financial Officer -4- 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 - ---------------------------------------- -------------------------------- -------------------- President, Chief Executive Officer and Director /s/ EMIL C.W. WANG (Principal Executive Officer) June 16 , 1999 - ---------------------------------------- (Emil C.W. Wang) Vice President of Finance and Administration and Chief Financial Officer (Principal June 16 , 1999 Financial and Accounting /s/ RICK M. MCCONNELL Officer) - ---------------------------------------- (Rick M. McConnell) /s/ THOMAS H. BREDT Director June 16, 1999 - ---------------------------------------- (Thomas H. Bredt) /s/ ROBERT J. FINOCCHIO, JR. Director June 16, 1999 - ---------------------------------------- (Robert J. Finocchio, Jr.) /s/ F. GIBSON MYERS, JR. Director June 16, 1999 - ---------------------------------------- (F. Gibson Myers, Jr.) /s/ JAMES L. PATTERSON Director June 16, 1999 - ---------------------------------------- (James L. Patterson)
-5- 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 signature page). EX-5.1 2 OPINION OF VENTURE LAW GROUP EXHIBIT 5.1 Venture Law Group, A Professional Corporation 2800 Sand Hill Road Menlo Park, CA 94025 Tel. (650) 854-4488 Fax (650) 854-1121 June 17, 1999 Latitude Communications, Inc. 2121 Tasman Drive Santa Clara, CA 95054 Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration ------------ Statement") filed by you with the Securities and Exchange Commission (the - --------- "Commission") on June 17, 1999 in connection with the registration under the - ----------- Securities Act of 1933, as amended, of a total of 5,030,877 shares of your Common Stock (the "Shares") reserved for issuance under the 1993 Stock Plan, the ------ 1999 Stock Plan, the 1999 Employee Stock Purchase Plan, and the 1999 Directors' Stock Option Plan. As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares. It is our opinion that upon conclusion of the proceedings being taken or contemplated by us, as your counsel, to be taken prior to the issuance of the Shares, and upon completion of the proceedings 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 when issued and sold in the manner described in the Registration Statement will be legally and validly issued, fully paid and non-assessable. 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, including the Prospectus constituting a part thereof, and in any amendment thereto. Very truly yours, VENTURE LAW GROUP A Professional Corporation /s/ Venture Law Group EX-23.2 3 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 24, 1999, except for Note 12, for which the date is April 30, 1999, relating to the financial statements which appears in the registration statement on Form S-1 of (File No. 333-72935). We also consent to the incorporation by reference of our report dated February 24, 1999 relating to the financial statement schedules, which appears in such Registration Statement on Form S-1. /s/ PRICEWATERHOUSECOOPERS LLP San Jose, California June 16, 1999 -----END PRIVACY-ENHANCED MESSAGE-----