-----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, C7nYs8H4dOwI6eiU8N714DR9fl9j1/uHCTae6TJaTKDEsi2+Jjvj/C9KA/eV2tGo /joNFoRvbFenw+sH+kh9qw== 0001012870-00-001984.txt : 20000410 0001012870-00-001984.hdr.sgml : 20000410 ACCESSION NUMBER: 0001012870-00-001984 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000407 EFFECTIVENESS DATE: 20000407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PALM INC CENTRAL INDEX KEY: 0001100389 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 943150688 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-34370 FILM NUMBER: 596444 BUSINESS ADDRESS: STREET 1: 5400 BAYFRONT PLAZA CITY: SANTA CLARA STATE: CA ZIP: 95022-8145 BUSINESS PHONE: 4083265000 MAIL ADDRESS: STREET 1: 5400 BAYFRONT PLAZA CITY: SANTA CLARA STATE: CA ZIP: 95052-8145 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 8, 2000 Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ________________________ PALM, INC. (Exact name of Registrant as specified in its charter) ________________________ Delaware 94-3150688 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 5470 Great America Parkway Santa Clara, California 95052 (Address, including zip code of Registrant's principal executive offices) ________________________ 1999 STOCK PLAN 1999 EMPLOYEE STOCK PURCHASE PLAN 1999 DIRECTOR OPTION PLAN (Full title of the plan) ________________________ Carl J. Yankowski Palm, Inc. 5470 Great America Parkway Santa Clara, California 95052 (408) 326-9000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ________________________ Copies to: Larry W. Sonsini , Esq. Stephen Yu, Esq. Aaron J. Alter, Esq. Palm, Inc. Katharine A. Martin, Esq. 5470 Great America Parkway Wilson, Sonsini, Goodrich & Rosati Santa Clara, CA 95052 Professional Corporation (408) 326-9000 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 ________________________ CALCULATION OF REGISTRATION FEE
============================================================================================================================ Proposed Proposed Maximum Maximum Title of Each Class Amount Offering Aggregate Amount of of Securities to to be Price Offering Registration be Registered Registered Per Share (1) Price (1) Fee (1) - ---------------------------------------------------------------------------------------------------------------------------- Common Stock $0.001 par value 20,000,000 shares $36.78 $735,600,000 $194,198 to be issued under the Palm, Inc. 1999 Stock Plan................................. - ---------------------------------------------------------------------------------------------------------------------------- Common Stock $0.001 par value 5,000,000 shares $36.78 $183,900,000 $ 48,550 to be issued under the Palm, Inc. 1999 Employee Stock Purchase Plan............... - ---------------------------------------------------------------------------------------------------------------------------- Common Stock $0.001 par value 500,000 shares $36.78 $ 18,390,000 $ 4,855 to be issued under the Palm, Inc. 1999 Director Option Plan....................... - ---------------------------------------------------------------------------------------------------------------------------- Total.......................................... 25,500,000 shares $36.78 $937,890,000 $247,603 ============================================================================================================================
(1) Computed in accordance with Rule 457(c) under the Securities Act of 1933, as amended (the "Securities Act"). Estimated pursuant to Rule 457(c) under the Securities Act whereby the per share price is the average between the high and low sales price reported on the Nasdaq National Market on April 4, 2000, which averaged $36.78. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents have been filed by the Registrant with the Securities and Exchange Commission (the "Commission") and are incorporated herein by reference: (a) Registrant's Registration Statement on Form S-1 filed with the SEC on December 13, 1999, including the exhibits thereto, as amended by Amendment No. 1 thereto filed on January 6, 2000, Amendment No. 2 thereto filed on January 28, 2000, Amendment No. 3 thereto filed on February 8, 2000, Amendment No. 4 thereto filed on February 25, 2000, Amendment No. 5 thereto filed on February 28, 2000, Amendment No. 6 thereto filed on February 29, 2000, Amendment No. 7 thereto filed on March 1, 2000 and Registrant's Prospectus filed pursuant to Rule 424(b) of the Securities Act on March 2, 2000. (b) The description of the Registrant's Common Stock contained in the Registration Statement on Form 8-A filed on February 18, 2000 pursuant to Section 12 of the Exchange Act. 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 to the registration statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document that is not deemed filed under such provisions. For the purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Registrant is incorporated under the laws of the State of Delaware. Section 145 ("Section 145") of the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the "General Corporation Law"), inter alia, provides that a Delaware corporation may indemnify any persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145. Registrant's Certificate of Incorporation, as amended, and Bylaws, as amended, provide for the indemnification of officers and directors to the fullest extent permitted by the General Corporation Law. All of Registrant's directors and officers will be covered by insurance policies maintained by Registrant against certain liabilities for actions taken in their capacities a such, including liabilities under the Securities Act of 1933, as amended. In addition, Registrant has entered into indemnity agreements with its directors and executive officers that obligate the Company to indemnify such directors and executive officers to the fullest extent permitted by the General Corporation Law. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. 10.1 1999 Stock Plan (incorporated by reference to Registrant's Registration Statement on Form S-1). 10.3 1999 Employee Stock Purchase Plan (incorporated by reference to Registrant's Registration Statement on Form S-1). 10.5 1999 Director Option Plan (incorporated by reference to Registrant's Registration Statement on Form S-1). 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional Corporation. 23.1 Consent of Independent Auditors. 23.2 Consent of Wilson Sonsini Goodrich & Rosati, a Professional Corporation (included in Exhibit 5.1). 24.1 Power of Attorney (included on the signature page). 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (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 Exchange Act that are incorporated by reference in this registration statement. (2) That, for the purpose 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. (b) 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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. (c) Insofar as 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 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 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California on April 7, 2000. /s/ Carl J. Yankowski ----------------------------------------- Carl J. Yankowski Chief Executive Officer and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carl J. Yankowski, Judy Bruner and Stephen Yu, and each of them, his or her attorneys-in fact, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective statements), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post- effective amendments thereto, and to file the same, with 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 and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on April 7, 2000 in the capacities indicated.
Signature Title --------- ----- /s/ Carl J. Yankowski Chief Executive Officer and Director (Principal Executive Officer) - ----------------------------------------- Carl J. Yankowski /s/ Judy Bruner Senior Vice President and Chief Financial Officer (Principal Financial and - ----------------------------------------- Judy Bruner Accounting Officer) /s/ Eric A. Benhamou Director - ----------------------------------------- Eric A. Benhamou /s/ James L Barksdale Director - ----------------------------------------- James L. Barksdale /s/ Gordon A. Campbell Director - ----------------------------------------- Gordon A. Campbell /s/ Michael Homer Director - ----------------------------------------- Michael Homer /s/ David C. Nagel Director - ----------------------------------------- David C. Nagel /s/ Susan G. Swenson Director - ----------------------------------------- Susan G. Swenson
EXHIBIT INDEX Exhibit Number Document Description - ------- ---------------------------------------------------------------------- 10.1 1999 Stock Plan (incorporated by reference to Registrant's Registration Statement on Form S-1). 10.3 1999 Employee Stock Purchase Plan (incorporated by reference to Registrant's Registration Statement on Form S-1). 10.5 1999 Director Option Plan (incorporated by reference to Registrant's Registration Statement on Form S-1). 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional Corporation. 23.1 Consent of Independent Auditors. 23.2 Consent of Wilson Sonsini Goodrich & Rosati, a Professional Corporation (included in Exhibit 5.1). 24.1 Power of Attorney (included on the signature page). EX-5.1 2 OPINION OF WILSON SONSINI & ROSATI EXHIBIT 5.1 April 7, 2000 Palm, Inc. 5470 Great America Parkway Santa Clara, CA 95052 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about April 7, 2000 (as such may thereafter be amended or supplemented the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 25,500,000 shares of your Common Stock (the "Stock") that are to be issued pursuant to the Palm, Inc. ("Palm") 1999 Stock Plan, 1999 Employee Stock Purchase Plan and 1999 Director Option Plan (collectively the "Plans"). As your legal counsel, 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 under the Plans and pursuant to the agreements. It is our opinion that, when issued and sold in the manner referred to in the Plans and pursuant to the agreements that accompany the Plans, the Shares will be duly authorized, 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, including any Prospectus constituting a part thereof, and any amendments thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 29, 1999 (January 24, 2000 as to the third, fourth and fifth paragraphs of Note 13 and as to Note 15 and February 28, 2000 as to the sixth paragraph of Note 13), relating to the consolidated financial statements of Palm, Inc. as of May 28, 1999, May 31, 1998 and May 26, 1997, which appears in the Registration Statement on Form S-1 (No. 333-92657), which is incorporated by reference in this Registration Statement. /s/ DELOITTE & TOUCHE LLP San Jose, California April 3, 2000 -----END PRIVACY-ENHANCED MESSAGE-----