S-8

As filed with the Securities and Exchange Commission on October 31, 2001

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 incorporation or organization)	(I.R.S. Employer 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

(Full title of the plan)

Carl J. Yankowski

Palm, Inc.

5470 Great America Parkway

Santa Clara, California 95052

(408) 878-9000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Larry W. Sonsini, Esq. Katharine A. Martin, Esq. Wilson, Sonsini, Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 Stephen Yu, Esq. Palm, Inc. 5470 Great America Parkway Santa Clara, CA 95052 (408) 878-9000

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Common Stock $0.001 par value to be      issued under the Palm, Inc. 1999      Stock Plan, as amended	25,000,000 shares	$2.345	$58,625,000	$14,656.25
Common Stock $0.001 par value to be      issued under the Palm, Inc. 1999      Employee Stock Purchase Plan	10,000,000 shares	$2.345	$23,450,000	$5,862.50
Total	35,000,000 shares	$2.345	$82,075,000	$20,518.75

(1) Computed in accordance with Rules 457(h) and (c) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is estimated based upon the average between the high and low sales price reported on the Nasdaq National Market on October 25, 2001, which is equal to $2.345 per share, pursuant to Rule 457(c) under the Securities Act.

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)  The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 1, 2001 filed with the Commission on August 13, 2001.

          (b)  (i)  The Registrant’s Report on Form 8-K filed on June 15, 2001.

          (ii)  The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2001 filed with the Commission on October 15, 2001.

          (c)  (i)  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 and any amendment or report filed for the purpose of updating such description.

          (ii) The description of Palm’s preferred share purchase rights from Palm’s registration statement on Form 8-A filed with the Commission on October 23, 2000 and any amendment or report filed thereafter 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 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.

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Item 6.    Indemnification of Directors and Officers.

          Section 145(a) of the Delaware General Corporation Law provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party 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 the corporation), because the person is or was a director or officer of the corporation. Such indemnity may be against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person’s conduct was unlawful.

          Section 145(b) of the Delaware General Corporation Law provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director or officer of the corporation, against any expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.

          Section 145(g) of the Delaware General Corporation Law provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the law.

          The certificate of incorporation, as amended, and bylaws, as amended, of the Registrant provide in effect that, subject to certain limited exceptions, the Registrant may indemnify its directors and officers to the extent authorized or permitted by the Delaware General Corporation Law. The directors and officers of the Registrant are insured under policies of insurance maintained by the Registrant, subject to the limits of the policies, against certain losses arising from any claims made against them by reason of being or having been such directors or officers. In addition, the Registrant has entered into contracts with certain of its directors and officers providing for indemnification of such persons by the Registrant to the full extent authorized or permitted by law, subject to certain limited exceptions.

Item 7.    Exemption from Registration Claimed.

          Not Applicable.

Item 8.    Exhibits.

5.1		Opinion of Wilson Sonsini Goodrich & Rosati, a Professional Corporation.
10.1	(1)	1999 Stock Plan, as amended.
10.2	(2)	1999 Employee Stock Purchase Plan.
23.1		Independent Auditors’ Consent.
23.2		Consent of Independent Appraiser.

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23.3	Consent of Wilson Sonsini Goodrich & Rosati, a Professional Corporation (included in Exhibit 5.1).
24.1	Power of Attorney (included on the signature page).

(1) Incorporated by reference from the Registrant’s quarterly report on Form 10-Q for the quarterly period ended August 31, 2001.

(2) Incorporated by reference from the Registrant’s Registration Statement on Form S-1 (No. 333-92657) filed with the Commission on December 13, 1999, as amended.

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.

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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 Santa Clara, State of California on October 31, 2001.

/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, as amended, this registration statement has been signed by the following persons in the capacities indicated on October 31, 2001.

Signature	Title
/s/    CARL J. YANKOWSKI Carl J. Yankowski	Chief Executive Officer and Director      (Principal Executive Officer)
/s/    JUDY BRUNER Judy Bruner	Senior Vice President and Chief Financial Officer      (Principal Financial and Accounting Officer)
/s/    ERIC A. BENHAMOU Eric A. Benhamou	Chairman of the Board of Directors
/s/    GORDON A. CAMPBELL Gordon A. Campbell	Director
/s/    GARETH C.C. CHANG Gareth C.C. Chang	Director
/s/    JEAN-JACQUES DAMLAMIAN Jean-Jacques Damlamian	Director
Michael Homer	Director
/s/    DAVID C. NAGEL David C. Nagel	Director
/s/    SUSAN G. SWENSON Susan G. Swenson	Director

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EXHIBIT INDEX

Exhibit Number		Document Description
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, a Professional Corporation.
10.1	(1)	1999 Stock Plan, as amended.
10.2	(2)	1999 Employee Stock Purchase Plan.
23.1		Independent Auditors’ Consent.
23.2		Consent of Independent Appraiser.
23.3		Consent of Wilson Sonsini Goodrich & Rosati, a Professional Corporation (included in Exhibit 5.1).
24.1		Power of Attorney (included on the signature page).

(1) Incorporated by reference from the Registrant’s quarterly report on Form 10-Q for the quarterly period ended August 31, 2001.

(2) Incorporated by reference from the Registrant’s Registration Statement on Form S-1 (No. 333-92657) filed with the Commission on December 13, 1999, as amended.

EX-5.1

EXHIBIT 5.1

October 30, 2001

Pal m, Inc.

547 0 Great America Parkway

San ta Clara, CA 95052

RE:    REGISTRATION STATEMENT ON FORM S-8

La dies 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 October 30, 2001 (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 35,000,000 shares of your Common Stock (the “Shares”) that are to be issued pursuant to the Palm, Inc. (“Palm”) 1999 Stock Plan and 1999 Employee Stock Purchase 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 related thereto.

          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.

Ve ry truly yours,

WI LSON SONSINI GOODRICH & ROSATI

Pro fessional Corporation

/s/     WILSON SONSINI GOODRICH & ROSATI

EX-23.1

EXHIBIT 23.1

INDEPENDENT AUDITORS’ CONSENT

          We consent to the incorporation by reference in this Registration Statement of Palm, Inc. on Form S-8 of our report dated June 22, 2001 (June 25, 2001 as to Note 16), appearing in the Annual Report on Form 10-K of Palm, Inc., for the year ended June 1, 2001.

/s/     DELOITTE & TOUCHE LLP

San  Jose, California

Oc tober 29, 2001

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT APPRAISER

          We consent to the reference to us in Palm, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 1, 2001 and in Palm, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2001, which are incorporated by reference into this Registration Statement.

/s/     CHRIS CARNEGHI        

Ch ris Carneghi, MAI

Ce rtified General Real Estate Appraiser

Sta te of California No. AG001685

CA RNEGHI BAUTOVICH & PARTNERS, INC.

San  Jose, California

Oc tober 30, 2001