As filed with the Securities and Exchange Commission on March 29, 2002
Registration No. _________
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UNITED STATES
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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EQUINIX INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0487526
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2450 Bayshore Parkway
Mountain View, California 94043
(Address of principal executive offices) (Zip Code)
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EQUINIX INC.
2000 Equity Incentive Plan
2000 Director Option Plan
Employee Stock Purchase Plan
(Full title of the Plans)
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RENEE F. LANAM
Chief Financial Officer, General Counsel and Secretary
EQUINIX INC.
2450 Bayshore Parkway
Mountain View, CA 94043
(Name and address of agent for service)
(650) 316-6000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered(1) per Share(2) Offering Price(2) Registration Fee
---------------------------------------- ----------------- -------------------- --------------------- --------------------
2000 Equity Incentive Plan
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Options to Purchase Common Stock 4,805,045 N/A N/A N/A
Common Stock, $0.001 par value 4,805,045 shares $1.20 $5,766,054 $531.00
2000 Director Option Plan
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Options to Purchase Common Stock 50,000 N/A N/A N/A
Common Stock, $0.001 par value 50,000 shares $1.20 $60,000 $6.00
Employee Stock Purchase Plan
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Rights to Purchase Common Stock 600,000 N/A N/A N/A
Common Stock, $0.001 par value 600,000 shares $1.20 $720,000 $67.00
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 2000 Equity Incentive Plan,
2000 Director Option Plan, and Employee Stock Purchase Plan by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in
an increase in the number of the outstanding shares of Common Stock of
Equinix Inc.
(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 average of the high
and low prices per share of Common Stock of Equinix Inc. on March 25, 2002.
PART II
Information Required in the Registration Statement
Item 3 Incorporation of Documents by Reference
Equinix Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K filed with the SEC
for the fiscal year ended December 31, 2001; and
(b) The description of the Registrant's outstanding Common Stock
contained in the Registrant's Registration Statement No.
000-31293 on Form 8-A filed with the SEC on August 9, 2000,
pursuant to Section 12 of the Securities Act of 1934, as amended
(the "1934 Act"), including any amendment or report filed for the
purpose of updating such description.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
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Not Applicable.
Item 5. Interests of Named Experts and Counsel
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Not Applicable.
Item 6. Indemnification of Directors and Officers
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Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
permissible indemnification of officers, employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its directors. The Indemnification
Agreements provide the Registrant's directors with further indemnification to
the maximum extent permitted by the Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed
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Not. Applicable.
II-1
Item 8. Exhibits
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Exhibit Number Exhibit
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4 Instrument Defining Rights of Stockholders. Reference is made to Equinix Inc.'s
Registration Statement No. 000-31293 on Form 8-A, which is incorporated herein by
reference under Item 3(b) of this Registration Statement.
5 Opinion and consent of Equinix Inc. General Counsel.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Equinix Inc. General Counsel is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this Registration Statement.
Item 9. Undertakings
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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 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
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not apply if 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 SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
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 and (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 Registrant's 2000 Equity Incentive Plan, 2000 Director Option
Plan, and Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference in this 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
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
II-2
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 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 Mountain View, State of California on this 28th
day of March, 2002.
EQUINIX INC.
By: /s/Peter F. Van Camp
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Peter F. Van Camp
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Equinix Inc., a
Delaware corporation, do hereby constitute and appoint Peter F. Van Camp and
Renee F. Lanam, and either of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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Chairman of the Board and
/s/Peter F. Van Camp Chief Executive Officer March 28, 2002
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Peter F. Van Camp
Vice President, Finance (Principal
/s/Keith D. Taylor Accounting Officer) March 28, 2002
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Keith D. Taylor
Chief Financial Officer,
/s/Renee F. Lanam General Counsel and Secretary March 28, 2002
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Renee F. Lanam
II-3
Signature Title Date
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/s/Albert M. Avery, IV Vice Chairman of the Board March 28, 2002
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Albert M. Avery, IV
/s/Scott Kriens Director March 28, 2002
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Scott Kriens
/s/Andrew Rachleff Director March 28, 2002
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Andrew Rachleff
/s/John G. Taysom Director March 28, 2002
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John G. Taysom
/s/Michelangelo Volpi Director March 28, 2002
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Michelangelo Volpi
II-4
EXHIBIT INDEX
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Exhibit Number Exhibit
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4 Instrument Defining Rights of Stockholders. Reference is made
to Equinix Inc.'s
Registration Statement No. 000-31293 on Form 8-A, which is
incorporated herein by reference under Item 3(b) of this
Registration Statement.
5 Opinion and consent of Equinix Inc. General Counsel.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Equinix Inc. General Counsel is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.