As filed with the Securities and Exchange Commission on August 17, 2001
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
EXPONENT, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 77-0218904
(State or Other (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
149 Commonwealth Drive, Menlo Park, California 94025
(Address of Principal Executive Offices)
Exponent, Inc.
Employee Stock Purchase Plan
1998 Nonstatutory Stock Option Plan
1999 Stock Option Plan
Restricted Stock Award Plan
(Full Title of the Plan)
Michael R. Gaulke
President and Chief Executive Officer
Exponent, Inc.
149 Commonwealth Drive
Menlo Park, California 94025
(Name and Address of Agent For Service)
(650) 326-9400
(Telephone Number, Including Area Code, of Agent For Service)
With copy to:
Sarah A. O'Dowd
Heller Ehrman White & McAuliffe LLP
275 Middlefield Road
Menlo Park, California 94025-3506
Telephone: (650) 324-7000
Facsimile: (650) 324-0638
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) per Share(2) Offering Price Fee
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Common Stock $0.001 par value 1,053,000 $10.13 $10,666,890 $2,666.72
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(1) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any
stock split, stock dividend or similar transaction.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended.
Explanatory Note: This Registration Statement on Form S-8 relates to the
issuance of up to 1,053,000 shares of the Company's Common Stock (the "Shares").
Of the Shares, 195,000 are issuable pursuant to an increase in shares authorized
under the Employee Stock Purchase Plan, 200,000 are issuable pursuant to an
increase in shares authorized under the 1998 Nonstatutory Stock Option Plan,
395,000 are issuable pursuant to an increase in shares authorized under the 1999
Stock Option Plan, and 263,000 are issuable pursuant to an increase in shares
authorized under the Restricted Stock Award Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference in
this Registration Statement:
(a) The registrant's latest Annual Report on Form 10-K for the fiscal year
ended December 29, 2000 filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) The registrant's Quarterly Report on Form 10-Q for the quarters ended
March 30, 2001 and June 29, 2001;
(c) 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
registrant's Annual Report referred to in (a) above; and
(d) The description of the Common Stock of the registrant contained in the
registrant's registration statement on Form 8-A filed on June 25th,
1990 pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the termination of
the offering of the securities offered hereby shall be deemed to be incorporated
by reference into this registration statement and to be a part hereof from the
respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein, or in any other subsequently
filed document that 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
Article VII of the Amended and Restated Bylaws of Exponent, Inc. provides
that the Corporation shall, to the maximum extent and in the manner permitted by
the General Corporation Law of Delaware, indemnify any person against expenses
(including attorney's fees), judgements, fines, and amounts paid in settlement
actually and reasonably incurred in connection with any threatened, pending, or
completed action, suit, or proceeding in which such person was or is a party or
is threatened to be made a party by reason of the fact that such person is or
was a director or officer of the corporation.
The Corporation is required to indemnify a director or officer in
connection with any action, suit, or proceeding initiated by such director or
officer only if the initiation of such action, suit, or proceeding by the
director or officer was authorized by the Board of Directors of the Corporation.
The Corporation will pay the expenses incurred by a director or officer of
the Corporation entitled to indemnification in defending any action, suit, or
proceeding in advance of its final disposition; provided that
payment of expenses incurred by a director or officer of the Corporation will be
repaid if it is determined that the director or officer is not entitled to be
indemnified.
The right conferred on any person by these Articles shall not be exclusive
of any other rights which such person may have or hereafter acquired under any
statue, provision of the Corporation's Certificate of Incorporation, these
bylaws, agreement, vote of the stockholders or disinterested directors.
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director or officer, for any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the Corporation would have the power to
indemnify him or her against such liability under the provisions of the General
Corporation Law of Delaware.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5.1 Opinion of Heller Ehrman White & McAuliffe LLP
23.1 Consent of Heller Ehrman White & McAuliffe LLP
(filed as part of Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (page II-5)
99.1 Employee Stock Purchase Plan, as amended
99.2 1998 Nonstatutory Stock Option Plan, as amended
99.3 1999 Stock Option Plan, as amended (Incorporated by
reference to the registrant's Registration Statement on Form
S-8 filed on March 6, 2000 (No. 333-31830))
99.4 Restricted Stock Award Plan, as amended (Incorporated by
reference to the registrant's Registration Statement on Form
S-8 filed on March 6, 2000 (No. 333-31830))
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, as amended (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
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the 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 liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 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 provisions described in Item 6, 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
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 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 Securities
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
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 Menlo Park, State of California, on August 17, 2001.
EXPONENT, INC.
By: /s/ Michael R. Gaulke
-----------------------------------
Michael R. Gaulke,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Michael
R. Gaulke and Richard L. Schlenker, Jr. his or her true and lawful attorneys in
fact and agents, each acting alone, with full power of substitution and
resubstitution, for him or her and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post effective amendments)
to the Registration Statement, 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) under the Securities Act of 1933, as
amended, and all post effective amendments thereto, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, 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 said attorneys-in-fact and agents, each acting alone, or
his or her substitute or substitutes, may lawfully 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 below by the following persons in their
respective capacities as of August 17, 2001.
Signature Title
-------------------------------------- ------------------------------------------------------
/s/ Michael R. Gaulke President, Chief Executive Officer and Director
------------------------------------ (Principal Executive Officer)
Michael R. Gaulke
/s/ Richard L. Schlenker, Jr. Chief Financial Officer and Corporate Secretary
------------------------------------ (Principal Financial and Accounting Officer)
Richard L. Schlenker, Jr.
/s/ Roger L. McCarthy, Ph.D. Chairman of the Board
------------------------------------
Roger L. McCarthy, Ph.D.
/s/ Subbaiah V. Malladi, Ph.D. Chief Technical Officer and Director
------------------------------------
Subbaiah V. Malladi, Ph.D.
/s/ Edward J. Keith Vice-Chairman of the Board
------------------------------------
Edward J. Keith
/s/ Samuel H. Armacost Director
------------------------------------
Samuel H. Armacost
/s/ Barbara M. Barrett Director
------------------------------------
Barbara M. Barrett
Director
------------------------------------
Leslie G. Denend, Ph.D.
/s/ Jon R. Katzenbach Director
------------------------------------
Jon R. Katzenbach
Index to Exhibits
Item
No. Description of Item
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5.1 Opinion of Heller Ehrman White & McAuliffe LLP
23.1 Consent of Heller Ehrman White & McAuliffe LLP (filed as part of Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (page II-5)
99.1 Employee Stock Purchase Plan, as amended
99.2 1998 Nonstatutory Stock Option Plan, as amended
99.3 1999 Stock Option Plan, as amended (Incorporated by reference to the
registrant's Registration Statement on Form S-8 filed on March 6, 2000
(No. 333-31830))
99.4 Restricted Stock Award Plan, as amended (Incorporated by reference to
the registrant's Registration Statement on Form S-8 filed on March 6,
2000 (No. 333-31830))