As filed with the Securities and Exchange Commission on August 1, 2014
Registration No. 333-            

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

POLYCOM, INC.
(Exact name of Registrant as specified in its charter)

 
			
Delaware	 	94-3128324	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification Number)	
6001 America Center Drive
San Jose, California 95002
(408) 586-6000
(Address including zip code, and telephone number, including area code, of principal executive offices)
Polycom, Inc. 2005 Employee Stock Purchase Plan
(Full title of the plan)
Sayed M. Darwish
Chief Legal Officer, Executive Vice President of
Corporate Development and Secretary
Polycom, Inc.
6001 America Center Drive
San Jose, California 95002
(408) 586-6000
(Name, address, and telephone number, including area code, of agent for service)

Copy to :
Mark A. Bertelsen, Esq.
John E. Aguirre, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	 	x	  	Accelerated filer	 	¨	
				
Non-accelerated filer	 	¨   (Do not check if a smaller reporting company)	  	Smaller reporting company	 	¨	

CALCULATION OF REGISTRATION FEE

 	
Title of Securities
to be Registered	 	Amount
to be
Registered (1)	 	Proposed
Maximum
Offering Price
Per Share	 	Proposed
Maximum
Aggregate
Offering Price	 	Amount of
Registration Fee	
Common Stock, $0.0005 par value, to be issued under the 2005 Employee Stock Purchase Plan	 	9,000,000	 	$11.20(2)	 	$100,800,000	 	$12,983.04	

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the 2005 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.	
(2)	Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the filing fee on the basis of $11.20 per share, which represents 85% of the average of the high and low prices per share of Common Stock reported on the Nasdaq Global Select Market on July 29, 2014. Pursuant to the 2005 Employee Stock Purchase Plan, the purchase price of a share of Common Stock thereunder is an amount equal to 85% of the fair market value of such share of Common Stock, calculated in accordance with the terms of the 2005 Employee Stock Purchase Plan.	

 

POLYCOM, INC.
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
ITEM 1.	PLAN INFORMATION	
The documents containing the information specified in this Item 1 will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) of the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
 
ITEM 2.	REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION	
The documents containing the information specified in this Item 2 will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) of the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of 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 DOCUMENTS BY REFERENCE	
The following documents and information previously filed with the Commission by Polycom, Inc. (the “Registrant”) are hereby incorporated in this Registration Statement by reference:
 
 	•	 	The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Annual Report”), filed with the Commission on February 21, 2014 (Commission File No. 000-27978), pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);	
 
 	•	 	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report; and	
 
 	•	 	The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on October 10, 1995, pursuant to Section 12(g) of the Exchange Act and declared effective by the Commission on November 15, 1995, including any amendment or report filed for the purpose of updating such description.	
In addition, all documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold under this Registration Statement (other than Current Reports on Form 8-K containing Regulation FD disclosure furnished under Item 7.01 or Results of Operations and Financial

Condition disclosure furnished under Item 2.02 and exhibits relating to such disclosures, unless otherwise specifically stated in such Current Report on Form 8-K), shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
ITEM 4.	DESCRIPTION OF SECURITIES	
Not applicable.
 
ITEM 5.	INTERESTS OF NAMED EXPERTS AND COUNSEL	
Not applicable.
 
ITEM 6.	INDEMNIFICATION OF DIRECTORS AND OFFICERS	
Section 145 of the General Corporation Law of Delaware (the “DGCL”) provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that any such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A Delaware corporation may indemnify officers and directors against expenses (including attorneys’ fees) in connection with the defense or settlement of any action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of an action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred.
Section 102 of the DGCL allows a Delaware corporation to eliminate or limit the personal liability of a director to the corporation or to any of its stockholders for monetary damage for a breach of fiduciary duty as a director, except in the case where the director (i) breaches such person’s duty of loyalty to the corporation or its stockholders, (ii) fails to act in good faith, engages in intentional misconduct or knowingly violates a law, (iii) authorizes the payment of a dividend or approves a stock purchase or redemption in violation of Section 174 of the DGCL or (iv) obtains an improper personal benefit. In accordance with the DGCL, Article IX of the Registrant’s Certificate of Incorporation provides that, to the fullest extent permitted by the DGCL as it may be amended, no director shall be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director.
As permitted by the DGCL, the Registrant’s bylaws provide that, under certain circumstances, directors and officers of the Registrant shall be indemnified against expenses including attorneys’ fees, judgments, fines and settlements actually and reasonably incurred in connection with any proceeding by reason of their status as such.
The Registrant also has indemnification agreements with its directors and executive officers, whereby the Registrant indemnifies these persons to the maximum extent authorized by Section 145 of the DGCL for certain events or occurrences while the executive officer or director is or was serving at the Registrant’s request in such capacity. Under these indemnification agreements, the Registrant also agrees to indemnify its directors and executive officers against expenses including attorneys’ fees, judgments, fines and settlements actually and reasonably incurred in connection with any proceeding (including an action by or in the right of the Registrant) by reason of their status as such.

The Registrant maintains insurance covering its directors and officers against certain liabilities incurred by them in their capacities as such, including among other things, certain liabilities under the Securities Act of 1933, as amended.
 
ITEM 7.	EXEMPTION FROM REGISTRATION CLAIMED	
Not applicable.
 
ITEM 8.	EXHIBITS	

Exhibit
No.	  	Description	
		
  4.1	  	Restated Certificate of Incorporation of Polycom, Inc. ( which is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 2, 2011 (Commission File No. 000-27978) ).	
		
  4.2	  	Amended and Restated Bylaws of Polycom, Inc., as amended effective December 2, 2013 ( which is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 3, 2013(Commission File No. 000-27978) ).	
		
  5.1	  	Opinion of counsel as to the legality of securities being registered.	
		
23.1	  	Consent of Independent Registered Public Accounting Firm.	
		
23.2	  	Consent of counsel ( contained in Exhibit 5.1 ).	
		
24.1	  	Power of Attorney ( contained in the signature page to the Registration Statement ).	
		
99.1	  	Polycom, Inc. 2005 Employee Stock Purchase Plan, as amended June 9, 2014 ( which is incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on June 11, 2014 (Commission File No. 000-27978) ).	
 
ITEM 9.	UNDERTAKINGS	
(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 Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.
(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 offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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.
(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.

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 San Jose, State of California, on August 1, 2014.

POLYCOM, INC.	
		
By:	 	/ S / S AYED M. D ARWISH	
	 	Sayed M. Darwish	
	 	Chief Legal Officer, Executive Vice President of Corporate Development and Secretary	
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Peter A. Leav, Laura J. Durr and Sayed M. Darwish, and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions that may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.
In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signatures	    	Title	 	Date	
			
/ S / P ETER A. L EAV	    	Chief Executive Officer, President and Director ( Principal Executive Officer )	 	August 1, 2014	
Peter A. Leav	    		 		
			
/ S / L AURA J. D URR	    	Chief Financial Officer and Executive Vice President ( Principal Financial Officer and Principal Accounting Officer )	 	August 1, 2014	
Laura J. Durr	    		 		
			
/s/ B ETSY S. A TKINS	    	Director	 	August 1, 2014	
Betsy S. Atkins	    		 		
			
/s/ M ARTHA H. B EJAR	    	Director	 	August 1, 2014	
Martha H. Bejar	    		 		
			
/s/ R OBERT J. F RANKENBERG	    	Director	 	August 1, 2014	
Robert J. Frankenberg	    		 		
			
/s/ J OHN A. K ELLEY , J R .	    	Director	 	August 1, 2014	
John A. Kelley, Jr.	    		 		
			
/s/ D. S COTT M ERCER	    	Director	 	August 1, 2014	
D. Scott Mercer	    		 		
			
/s/ W ILLIAM A. O WENS	    	Director	 	August 1, 2014	
William A. Owens	    		 		
			
/s/ K EVIN T. P ARKER	    	Chairman of the Board and Director	 	August 1, 2014	
Kevin T. Parker	    		 		

EXHIBIT INDEX

Exhibit
No.	  	Description	
		
  4.1	  	Restated Certificate of Incorporation of Polycom, Inc. ( which is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 2, 2011 (Commission File No. 000-27978) ).	
		
  4.2	  	Amended and Restated Bylaws of Polycom, Inc., as amended effective December 2, 2013 ( which is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 3, 2013 (Commission File No. 000-27978) ).	
		
  5.1	  	Opinion of counsel as to the legality of securities being registered.	
		
23.1	  	Consent of Independent Registered Public Accounting Firm.	
		
23.2	  	Consent of counsel ( contained in Exhibit 5.1 ).	
		
24.1	  	Power of Attorney ( contained in the signature page to the Registration Statement ).	
		
99.1	  	Polycom, Inc. 2005 Employee Stock Purchase Plan, as amended June 9, 2014 ( which is incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on June 11, 2014 (Commission File No. 000-27978) ).	

EXHIBIT 5.1
August 1, 2014
Polycom, Inc.
6001 America Center Drive
San Jose, CA 95002
 
 	Re:	Registration Statement on Form S-8	
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “ Registration Statement ”) to be filed by Polycom, Inc., a Delaware corporation (the “ Registrant ” or “ you ”), with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 9,000,000 shares of your Common Stock (the “ Shares ”), reserved for issuance pursuant to the 2005 Employee Stock Purchase Plan (the “ Plan ”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plan.
It is our opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.

EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 21, 2014 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Polycom’s Annual Report on Form 10-K for the year ended December 31, 2013.
/s/ PricewaterhouseCoopers LLP
San Jose, California
August 1, 2014