As filed with the Securities and Exchange Commission on April 7, 2004
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Digital Insight Corporation
(Exact name of registrant as specified in its charter)
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Delaware 77-0493142
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26025 Mureau Road
Calabasas, California 91302
(818) 871-0000
(Address and telephone number of principal executive offices)
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Digital Insight Corporation 1999 Stock Plan (as amended)
Digital Insight Corporation 1999 Employee Stock Purchase Plan
Digital Insight Corporation 2001 Non-Employee Director
Stock Option Plan (as amended)
(Full title of the plan)
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Elizabeth S.C.S. Murray
Executive Vice President and Chief Financial Officer
Digital Insight Corporation
26025 Mureau Road
Calabasas, California 91302
(Name and address of agent for service)
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Telephone number, including area code, of agent for service: (818) 871-0000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered(1) per unit price fee
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Common Stock,
$0.001 par value:
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1999 Stock Plan
(as amended) 750,000(1) $21.145(2) $15,858,750(2) $2,009.30(2)
1999 Employee Stock
Purchase Plan 300,000(1) $21.145(2) $ 6,343,500(2) $ 804.72(2)
2001 Non-Employee
Director Stock Option
Plan (as amended) 34,900(1) $21.145(2) $ 737,960.5(2) $ 93.45(2)
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Total: 1,084,900 $22,940,210.5 $2,906.52
(1) This Registration Statement covers, in addition to the number of shares
of Common Stock stated above, options and other rights to purchase or
acquire the shares of Common Stock covered by the Prospectus and, pursuant
to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), an additional indeterminate number of shares, options
and rights which by reason of certain events specified in the Digital
Insight Corporation 1999 Stock Plan, as amended, the Digital Insight
Corporation 1999 Employee Stock Purchase Plan and the Digital Insight
Corporation 2001 Non-Employee Director Stock Option Plan, as amended
(collectively, the "Plans") may become subject to the Plans. The number
of shares of Common Stock covered by this Registration Statement represent
additional shares that have been added to the shares available for
issuance under the Plans, in accordance with their annual share increase
provisions.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and in
the aggregate, and the registration fee were calculated based upon
the average of the high and low prices of the Common Stock on March
31, 2004, as reported on the Nasdaq National Market and published in
The Wall Street Journal.
The Exhibit Index for this Registration Statement is at page 5.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Securities Act Rule 428(b)(1). Such documents need not
be filed with the Securities and Exchange Commission (the "Commission"), either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Securities Act Rule 424. These documents, which include
the statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Digital Insight Corporation (the "Registrant") has filed with the
Commission the following registration statements, the contents of which are
incorporated herein by reference:
(a) Registration Statement on Form S-8, relating to the 1999 Stock
Plan and the 1999 Employee Stock Purchase Plan, filed with the
Commission on November 1, 1999 (Registration No. 333-90053);
(b) Registration Statement on Form S-8, relating to the 1999 Stock
Plan, filed with the Commission on February 22, 2000, as
amended by Post Effective Amendment No. 1 filed with the
Commission on November 16, 2001 (Registration No. 333-30876);
(c) Registration Statement on Form S-8, relating to the 1999 Stock Plan,
filed with the Commission on November 16, 2001 (Registration
No.333-73500);
(d) Registration Statement on Form S-8, relating to the 1999 Stock
Plan, the 1999 Employee Stock Purchase Plan and the 2001
Non-Employee Director Stock Option Plan, filed with the
Commission on July 26, 2001 (Registration No. 333-65914);
(e) Registration Statement on Form S-8 relating to the 1999 Stock
Plan, the 1999 Employee Stock Purchase Plan and the 2001
Non-Employee Director Stock Option Plan, filed with the
Commission on May 14, 2002 (Registration No. 333-88182); and
(f) Registration Statement on Form S-8 relating to the 1999 Stock
Plan, the 1999 Employee Stock Purchase Plan and the 2001
Non-Employee Director Stock Option Plan, filed with the
Commission on April 22, 2003 (Registration No. 333- 104674).
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index at page 5.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Calabasas, State of California, on the 31st day of
March, 2004.
DIGITAL INSIGHT CORPORATION,
a Delaware corporation
By: /s/ ELIZABETH S.C.S. MURRAY
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Elizabeth S.C.S. Murray, Executive Vice
President and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Elizabeth S.C.S. Murray and Jeffrey E. Stiefler, and each of them individually,
his/her true and lawful attorneys-in-fact and agents, with full powers of
substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the 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/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or his/her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ JEFFREY E. STIEFLER Chairman of the Board, April 7, 2004
----------------------------- President and Chief
Jeffrey E. Stiefler Executive Officer
(Principal Executive Officer)
/s/ ELIZABETH S.C.S. MURRAY Executive Vice President and April 7, 2004
---------------------------- Chief Financial Officer
Elizabeth S.C.S. Murray (Principal Financial
Officer)
/s/ KYLE MCINTOSH Controller (Principal Accounting April 7, 2004
---------------------------- Officer)
Kyle McIntosh
/s/ HENRY DENERO Director April 7, 2004
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Henry DeNero
/s/ JOHN DORMAN Director April 7, 2004
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John Dorman
/s/ MICHAEL HALLMAN Director April 7, 2004
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Michael Hallman
/s/ JAMES MCGUIRE Director April 7, 2004
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James McGuire
/s/ ROBERT NORTH Director April 7, 2004
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Robert North
/s/ GREG SANTORA Director April 7, 2004
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Greg Santora
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 Digital Insight Corporation 1999 Stock Plan and Related Agreements.(1)
4.2 Amendments Nos. 1, 2 and 3 to the Digital Insight Corporation 1999
Stock Plan.(2)
4.3 Digital Insight Corporation 1999 Employee Stock Purchase Plan.(3)
4.4 Digital Insight Corporation 2001 Non-Employee Director Stock
Option Plan.(4)
4.5 Amendment No. 1 to the Digital Insight Corporation 2001 Non-Employee
Director Stock Option Plan.(5)
5 Opinion of Counsel (opinion re legality).
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (included in this Registration Statement under
"Signatures").
(1) Previously filed with the Commission as Exhibit 10.6 to the Registrant's
Registration Statement on Form S-1 filed with the Commission on June 25, 1999
(Registration No. 333-81547) and incorporated herein by this reference.
(2) Previously filed with the Commission as Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 and
incorporated herein by this reference.
(3) Previously filed with the Commission as Exhibit 10.7 to the Registrant's
Registration Statement on Form S-1 filed with the Commission on June 25, 1999
(Registration No. 333-81547) and incorporated herein by this reference.
(4) Previously filed with the Commission as Appendix A to the Registrant's
Definitive Proxy Statement on Schedule 14A filed with the Commission on March
23, 2001 (File No. 000-27459) and incorporated herein by this reference.
(5) Previously filed with the Commission as Exhibit 10.3 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 and
incorporated herein by this reference.