NetApp, Inc. – ‘S-8 POS’ on 8/30/00

On:  Wednesday, 8/30/00, at 2:45pm ET   ·   Effective:  8/30/00   ·   Accession #:  1095811-0-3108   ·   File #:  333-41384

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment No.1 to Form S-8              7     24K 
 2: EX-5        Opinion re: Legality                                   2±     9K 
 3: EX-99.7     Miscellaneous Exhibit                                 12     46K 

S-8 POS   —   Post-Effective Amendment No.1 to Form S-8
Document Table of Contents

S-8 POS
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As filed with the Securities and Exchange Commission on August 30, 2000 
                                                      Registration No. 333-41384
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
 Under
The Securities Act of 1933

 ---------------------

 NETWORK APPLIANCE, INC.
(Exact name of registrant as specified in its charter)

   CALIFORNIA                                 77-0307520
      (State or other jurisdiction             (IRS Employer Identification No.)
of incorporation or organization)                                     

495 EAST JAVA DRIVE, SUNNYVALE, CA 94089 (Address of
principal executive offices) (Zip Code) 

 ---------------------

ORCA SYSTEMS, INC. 1999 STOCK OPTION/STOCK ISSUANCE PLAN (AS ASSUMED BY 
REGISTRANT) SPECIAL OPTION GRANTS TO MESSRS. BEAMAN, BEIN, BOLINGER, DEBERGALIS,
DOMINIJANNI, GILLONO, GRIER, LENT, MELENDEZ, NATALE, SEARS, TALPEY, THORPE AND
TRIMBEE PURSUANT TO WRITTEN COMPENSATION AGREEMENTS (AS ASSUMED BY REGISTRANT)

 ---------------------
 (Full title of the Plans)

 DANIEL J. WARMENHOVEN
CHIEF EXECUTIVE OFFICER AND DIRECTOR
 NETWORK APPLIANCE, INC.
495 EAST JAVA DRIVE, SUNNYVALE, CA 94089
 (Name and address of agent for service)
(408) 822-6000
 (Telephone number, including area code, of agent for service)

 ---------------------

This Post-Effective Amendment No. 1 to the Registration Statement shall         
hereafter become effective in accordance with the provisions of Section 8(c) of 
the Securities Act of 1933.                                                     

 ---------------------

 CALCULATION OF REGISTRATION FEE

================================================================================

                                                        [Enlarge/Download Table]

                                                    Proposed      Proposed                   
              Title of                               Maximum       Maximum                   
             Securities               Amount        Offering      Aggregate       Amount of  
               to be                   to be         Price        Offering       Registration
             Registered             Registered (1)  per Share       Price            Fee     
           --------------           -------------   ---------    --------------   -----------
                                                                                             
Orca Systems, Inc. 1999 Stock                                                                
Option/ Stock Issuance Plan         60,146 shares    $0.45(2)     $27,111.66(2)      $7.16(4)
Common Stock, $0.001 par value                                                               

Special Option Grants Pursuant                                                               
to Written Compensation Agreements                                                           
Common Stock, $0.001 par value                                                               

Rebecca Beaman                      20,046 shares   $23.71(3)    $475,290.66(3)   $125.477(4)

David Bein                          17,714 shares   $23.71(3)    $419,998.94(3)   $110.880(4)

Donald Bolinger                     45,938 shares   $23.71(3)  $1,089,189.98(3)   $287.546(4)

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                                                                [Download Table]
                                                                                 
Matthew S. DeBergalis     13,642 shares  $23.71(3)    $323,451.82(3)   $85.391(4)

Michelle Dominijanni      33,410 shares  $23.71(3)    $792,151.10(3)  $209.128(4)

John Gillono              17,923 shares  $23.71(3)    $424,954.33(3)  $112.188(4)

Jim Grier                 16,635 shares  $23.71(3)    $394,415.85(3)  $104.126(4)

Arthur Lent               58,606 shares  $23.71(3)  $1,389,548.26(3)  $366.841(4)

Robert Michael Melendez    7,934 shares  $23.71(3)    $188,115.14(3)   $49.662(4)

Mark J. Natale             5,818 shares  $23.71(3)    $137,944.78(3)   $36.417(4)

Steven J. Sears           21,577 shares  $23.71(3)    $511,590.67(3)  $135.060(4)

Thomas M. Talpey          26,032 shares  $23.71(3)    $617,218.72(3)  $162.946(4)

Melinda A. Thorpe          1,670 shares  $23.71(3)     $39,595.70(3)   $10.453(4)

Nicholas Trimbee           8,678 shares  $23.71(3)    $205,755.38(3)   $54.319(4)

                         ==============             =============                
Nicholas Trimbee         355,769 shares             $7,036,332.99                
                         ==============             =============                

                                                                [Download Table]

                                              
Aggregate Registration Fee:     $1,857.60     
Filing Fee Paid For Previous                  
Registration Statement:         ($1,857.60)(5)

Filing Fee Due:                 $0.00         

================================================================================

(1)     This Registration Statement shall also cover any additional shares of   
       Registrant's Common Stock which become issuable under the Orca Systems,
     Inc. 1999 Stock Option/Stock Issuance Plan (as assumed by Registrant)
and/or Special Option Grants To Messrs. Beaman, Bein, Bolinger, 
       Debergalis, Dominijanni, Gillono, Grier, Lent, Melendez, Natale, Sears,
      Talpey, Thorpe and Trimbee Pursuant to Written Compensation Agreements
       by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the 
Registrant's outstanding shares of Common Stock.                

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the outstanding options.                      

(3)     Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the exercise price
of each of the individual options.                              

(4)     These filing fees were paid in connection with the filing of the Form   
   S-8 Registration Statement with the Securities Exchange Commission,
Registration Number 333-41384, on July 13, 2000.                

(5)     A filing fee of $1,857.60 was paid in connection with the filing of the 
        Form S-8 Registration Statement with the Securities Exchange Commission,
   Registration Number 333-41384, on July 13, 2000 with respect to the
     355,769 shares of Common Stock issuable pursuant to the Orca Systems,
Inc. 1999 Stock Option/Stock Issuance Plan which were registered
pursuant to that Registration Statement.                        

================================================================================

 RE-ALLOCATION

    On July 13, 2000, Network Appliance, Inc. (the "Registrant")
registered on a Form S-8 Registration Statement with the Securities Exchange    
Commission, Registration Number 333-41384 (the "Registration Statement"),       
355,769 shares of its Common Stock reserved for issuance under the Orca Systems,
Inc. 1999 Stock Option/Stock Issuance Plan (the "Orca Plan"). The Orca Plan was 
assumed by Registrant pursuant to its acquisition of Orca Systems, Inc.         
effective June 14, 2000. The Registrant now intends to use 295,623 of such      
registered shares for issuance upon the exercise of the Special Option Grants   
made to Messrs. Beaman, Bein, Bolinger, Debergalis, Dominijanni, Gillono, Grier,
Lent, Melendez, Natale, Sears, Talpey, Thorpe and Trimbee Pursuant to Written   
Compensation Agreements which were also assumed by Registrant in connection with
its acquisition of Orca Systems, Inc. (the "Individual Options"). Accordingly,  
Registrant is hereby re-allocating 295,623 of the previously-registered shares  
under the assumed                                                               

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Orca Plan to the Individual Options, with such re-allocation to be effective    
immediately upon the filing of this Post-Effective Amendment. The remaining     
60,146 shares of the Registrant's Common Stock shall remain reserved for        
issuance under the assumed Orca Plan.                                           

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 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits                                                                

                                                                [Download Table]

Exhibit Number        Exhibit                                                
--------------        -------                                                
                                                                             
     5                Opinion and consent of Brobeck, Phleger & Harrison LLP.

     99.7             Form of Special Option Grants Pursuant to Written      
                      Compensation Agreements                                

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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 this Post-Effective Amendment No. 1 
to Form S-8, and has duly caused this Post-Effective Amendment No. 1 to Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Sunnyvale, State of California on this 29th day of August, 2000.        

             NETWORK APPLIANCE, INC.

                     By:  /s/ Daniel J. Warmenhoven*
                                        ----------------------------------------
                             Daniel J. Warmenhoven
                                            Chief Executive Officer and Director

      Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration Statement has  
been signed below by the following persons on behalf of the Registrant and in   
the capacities and on the dates indicated.                                      

                                                                [Download Table]

Signature                     Title                                     Date     
---------                     -----                                     ----     
                                                                                 
/s/ Daniel J. Warmenhoven*    Chief Executive Officer             August 29, 2000
----------------------------  and Director                                       
Daniel J. Warmenhoven         (Principal Executive Officer)                      

/s/ Jeffry R. Allen*          Executive Vice President, Finance   August 29, 2000
----------------------------  and Operations, Chief Financial                    
Jeffry R. Allen               Officer and Secretary (Principal                   
                              Financial and Accounting Officer)                  

/s/ Donald T. Valentine*      Chairman of the Board and Director  August 29, 2000
----------------------------                                                     
Donald T. Valentine                                                              

/s/ Sanjiv Ahuja*             Director                            August 29, 2000
----------------------------                                                     
Sanjiv Ahuja                                                                     

                              Director                            August __, 2000
----------------------------                                                     
Carol A. Bartz                                                                   

/s/ Larry R. Carter*          Director                            August 29, 2000
----------------------------                                                     
Larry R. Carter                                                                  

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                                                                [Download Table]
                                                            
/s/ Michael R. Hallman*            Director  August 29, 2000
---------------------------------                           
Michael R. Hallman                                          

/s/ Robert T. Wall*                Director  August 29, 2000
---------------------------------                           
Robert T. Wall                                              

                                   Director  August __, 2000
---------------------------------                           
Dr. Sachio Semmoto                                          

*By: /s/ Jeffry R. Allen                                    
     ----------------------------                           
        Jeffry R. Allen                                     
        Attorney-in-Fact                                    

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             EXHIBIT INDEX

                                                                [Download Table]

Exhibit Number        Exhibit                                                
--------------        -------                                                
                                                                             
     5                Opinion and consent of Brobeck, Phleger & Harrison LLP.

     99.7             Form of Special Option Grants Pursuant to Written      
                      Compensation Agreements                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		8/30/00		1
		8/29/00		5		6
		7/13/00		2					10-K/A,  S-3,  S-8
		6/14/00		2
									List all Filings