As filed with the Securities and Exchange Commission on May 14, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
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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 750,000(1) $16.53(2) $12,397,500(2) $1,140.57(2)
amended)
1999 Employee Stock
Purchase Plan 300,000(1) $16.53(2) $4,959,000(2) $ 456.23(2)
2001 Non-Employee
Director Stock Option
Plan (as amended) 31,000(1) $16.53(2) $ 512,430(2) $ 47.14(2)
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Total: 1,081,000(1) $17,868,930(2) $1,643.94(2)
(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.
(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 May 9, 2002,
as reported on the Nasdaq National Market and published in The
Western Edition of 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); and
(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).
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 13 day of
May, 2002.
DIGITAL INSIGHT CORPORATION,
a Delaware corporation
By: /s/ ELIZABETH S.C.S. MURRAY
_________________________________
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 John Dorman, 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/ JOHN DORMAN Chief Executive Officer April 23, 2002
--------------------------- and Chairman of the
John Dorman Board (Principal
Executive Officer)
/S/ DALE R. WALKER President, Chief April 23, 2002
--------------------------- Operating Officer and
Dale R. Walker Director
/S/ ELIZABETH S.C.S. MURRAY Executive Vice April 23, 2002
--------------------------- President and Chief
Elizabeth S.C.S. Murray Financial Officer
(Principal Financial
and Accounting Officer)
/S/ BETSY S. ATKINS Director April 23, 2002
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Betsy S. Atkins
/S/ MICHAEL HALLMAN Director April 23, 2002
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Michael Hallman
/S/ JAMES MCGUIRE Director April 23, 2002
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James McGuire
/S/ ROBERT NORTH Director April 23, 2002
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Robert North
/S/ MICHAEL R. SPLINTER Director April 23, 2002
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Michael R. Splinter
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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 Independent Auditors' Consent.
23.3 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.