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
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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JUNIPER NETWORKS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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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)
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JUNIPER NETWORKS, INC. 2000 NONSTATUTORY STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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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 MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock, $0.00001 par value per
share, to be issued under the Juniper
Networks, Inc. 2000 Nonstatutory Stock
Option Plan ............................ 16,457,281 shares $6.34(1) $104,256,876(1) $9,592
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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.
5. Registration Statement on Form S-8 (File No. 333-44148) filed
with the Securities and Exchange Commission on August 18,
2000.
6. Registration Statement on Form S-8 (File No. 333-57862) filed
with the Securities and Exchange Commission on March 29, 2001.
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 8. EXHIBITS
EXHIBIT
NUMBER DOCUMENTS
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5.1 Opinion of Lisa C. Berry, Vice President, General Counsel
and Secretary
10.1 Juniper Networks, Inc. 2000 Nonstatutory Stock Option Plan
(as amended through January 1, 2002)
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)
II-1
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
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/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
Marcel Gani Accounting Officer)
/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
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William R. Hearst III
/s/ Vinod Khosla Director July 3, 2002
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Vinod Khosla
/s/ C. Richard Kramlich Director July 3, 2002
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C. Richard Kramlich
/s/ Stratton Sclavos Director July 3, 2002
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Stratton Sclavos
/s/ William Stensrud Director July 3, 2002
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William Stensrud
II-2
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 Juniper Networks, Inc. 2000 Nonstatutory Stock Option Plan
(as amended through January 1, 2002)
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)