As filed with the Securities and Exchange Commission on July 9, 2002
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JUNIPER NETWORKS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0422528
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1194 NORTH MATHILDA AVENUE
SUNNYVALE, CA 94089
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
UNISPHERE NETWORKS, INC.
SECOND AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
LISA C. BERRY
VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
1194 NORTH MATHILDA AVENUE SUNNYVALE, CALIFORNIA 94089
408-745-2000
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, $0.00001 par value
per share, to be issued under the
Unisphere Networks, Inc. Second Amended
and Restated 1999 Stock Incentive Plan... 26,450,000 shares $6.34(1) $167,560,750(1) $15,416
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(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
July 3, 2002.
This Registration Statement will become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Juniper Networks, Inc. hereby incorporates by reference in this registration
statement the following documents:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2001
filed with the Securities and Exchange Commission on April 1, 2002.
2. Quarterly Report on Form 10-Q for the period ended March 31, 2002 filed
with the Securities and Exchange Commission on May 15, 2002.
3. Current Report on Form 8-K dated May 20, 2002, filed with the Securities
and Exchange Commission on May 21, 2002.
4. The description of Juniper Networks, Inc. common stock contained in its
Registration Statement on Form 8-A as filed with the Securities and
Exchange Commission on June 11, 1999 pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment to this registration statement which
indicates that all Securities offered hereby have been sold or which deregisters
all Securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a 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.
The validity of the shares of Common Stock offered hereby has been
passed upon for Juniper Networks, Inc. by Lisa C. Berry, Vice President, General
Counsel and Secretary of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Article EIGHTH of our amended and restated certificate of incorporation
provides for the indemnification of directors and officers to the fullest extent
permissible under Delaware law.
Article VI of our bylaws provides for the indemnification of officers,
directors and third parties acting on behalf o Juniper Networks if such person
acted in good faith and in a manner reasonably believed to be in and not opposed
to our best interest, and, with respect to any criminal action or proceeding,
the indemnified party had no reason to believe his or her conduct was unlawful.
We have entered into indemnification agreements with our directors and
executive officers, in addition to indemnification provided for in our bylaws,
and intend to enter into indemnification agreements with any new directors and
executive officers in the future. The indemnification agreements may require us,
among other things, to indemnify our directors and officers against certain
liabilities that may arise by reason of their status or service as directors and
officers (other than liabilities arising from willful misconduct of culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain directors and
officers' insurance, if available on reasonable terms.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS
EXHIBIT
NUMBER DOCUMENTS
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5.1 Opinion of Lisa C. Berry, Vice President, General Counsel and
Secretary
10.1 Unisphere Networks, Inc. Second Amended and Restated 1999
Stock Incentive Plan
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page II-2)
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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 Sunnyvale, State of California, on this 3rd day of
July, 2002.
JUNIPER NETWORKS, INC.
By: /s/ MARCEL GANI
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Marcel Gani
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Marcel Gani and Lisa C. Berry, and each
of them, as his or her attorney-in-fact, with full power of substitution in
each, for him or her in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his 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/ SCOTT KRIENS President, Chief Executive Officer and July 3, 2002
------------------------------------------ Chairman of the Board
Scott Kriens (Principal Executive Officer)
/s/ MARCEL GANI Chief Financial Officer July 3, 2002
------------------------------------------ (Principal Financial and Accounting Officer)
Marcel Gani
/s/ PRADEEP SINDHU Chief Technical Officer and July 3, 2002
------------------------------------------ Vice Chairman of the Board
Pradeep Sindhu
/s/ WILLIAM R. HEARST III Director July 3, 2002
------------------------------------------
William R. Hearst III
/s/ VINOD KHOSLA Director July 3, 2002
------------------------------------------
Vinod Khosla
/s/ RICHARD KRAMLICH Director July 3, 2002
------------------------------------------
C. Richard Kramlich
/s/ STRATTON SCLAVOS Director July 3, 2002
------------------------------------------
Stratton Sclavos
/s/ WILLIAM STENSRUD Director July 3, 2002
------------------------------------------
William Stensrud
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JUNIPER NETWORKS, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT
NUMBER DOCUMENTS
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5.1 Opinion of Lisa C. Berry, Vice President, General Counsel and
Secretary
10.1 Unisphere Networks, Inc. Second Amended and Restated 1999
Stock Incentive Plan
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page II-2)
5