<PAGE> 1
As filed with the Securities and Exchange Commission on September 2, 1998
Registration No. 333-62275
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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HYPERION SOLUTIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0277772
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1344 CROSSMAN AVENUE
SUNNYVALE, CALIFORNIA 94089
(Address of principal executive offices) (Zip Code)
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HYPERION SOLUTIONS CORPORATION 1995 STOCK OPTION/STOCK ISSUANCE PLAN
HYPERION SOLUTIONS CORPORATION EMPLOYEE STOCK PURCHASE PLAN
PILLAR CORPORATION 1988 STOCK OPTION PLAN
IMRS INC. 1989 STOCK OPTION PLAN
HYPERION SOFTWARE CORPORATION 1991 STOCK PLAN
HYPERION SOFTWARE CORPORATION 1991 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
PILLAR CORPORATION 1992 LONG TERM EQUITY INCENTIVE PLAN
HYPERION SOFTWARE CORPORATION STOCK OPTIONS GRANTED PURSUANT TO EMPLOYMENT,
CONSULTING AND OPTION AGREEMENTS WITH JAMES A. PERAKIS AND CRAIG SCHIFF
HYPERION SOFTWARE CORPORATION 1991 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
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STEPHEN V. IMBLER
CHIEF FINANCIAL OFFICER
HYPERION SOLUTIONS CORPORATION
1344 CROSSMAN AVENUE, SUNNYVALE, CALIFORNIA 94089
(Name and address of agent for service)
(408) 744-9500
(Telephone number, including area code, of agent for service)
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This Post-Effective Amendment No. 1 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
4* Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 0-97098 on Form 8-A, as
amended on Form 8-A/A, which is incorporated herein by reference
pursuant to Item 3(c) of this Registration Statement.
5* Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP is contained in Exhibit 5.
23.3 Consent of Ernst & Young LLP.
24* Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
</TABLE>
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*Incorporated by reference to Registration Statement No. 333-62275 on Form S-8
filed with the SEC on August 26, 1998.
II-1
<PAGE> 3
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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale,
State of California on this 31st day of August, 1998.
HYPERION SOLUTIONS CORPORATION
By: /s/ John M. Dillon*
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John M. Dillon
Chief Executive Officer, President and Director
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John M. Dillon* Chief Executive Officer,
- ---------------------------- President and Director
John M. Dillon (Principal Executive Officer)
/s/ Stephen V. Imbler Chief Financial Officer August 31, 1998
- ---------------------------- (Principal Financial Officer)
Stephen V. Imbler
/s/ Michael A. Manto* Vice President and Corporate
- ---------------------------- Controller
Michael A. Manto (Principal Accounting Officer)
/s/ James A. Perakis* Chairman of the Board of Directors
- ----------------------------
James A. Perakis
/s/ Gary G. Greenfield* Director
- ----------------------------
Gary G. Greenfield
/s/ Harry S. Gruner* Director
- ----------------------------
Harry S. Gruner
/s/ Aldo Papone* Director
- ----------------------------
Aldo Papone
/s/ Mark Perry* Director
- ----------------------------
Mark Perry
/s/ Jeffrey R. Rodek* Director
- ----------------------------
Jeffrey R. Rodek
*By /s/ Stephen V. Imbler August 31, 1998
- ----------------------------
Stephen V. Imbler
Attorney-in-Fact
</TABLE>
II-2
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
4* Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 0-97098 on Form 8-A, as
amended on Form 8-A/A, which is incorporated herein by reference
pursuant to Item 3(c) of this Registration Statement.
5* Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP is contained in Exhibit 5.
23.3 Consent of Ernst & Young LLP.
24* Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
</TABLE>
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*Incorporated by reference to Registration Statement No. 333-62275 on Form S-8
filed with the SEC on August 26, 1998.
<PAGE> 1
EXHIBIT 23.3
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement of
Hyperion Solutions Corporation (formerly Arbor Software Corporation) (Form S-8
No. 333- ) pertaining to the Hyperion Solutions Corporation 1995 Stock
Option/Stock Issuance Plan, Hyperion Solutions Corporation Employee Stock
Purchase Plan, Pillar Corporation 1988 Stock Option Plan, Hyperion Software
Corporation 1989 Stock Option Plan, Hyperion Software Corporation 1991 Stock
Plan, Hyperion Software Corporation 1991 Non-employee Director Stock Option
Plan, Pillar Corporation 1992 Long Term Equity Incentive Plan, Hyperion Software
Corporation Stock Options Granted Pursuant to Employment, Consulting and Option
Agreement with James A. Perakis and Craig Schiff, and the Hyperion Software
Corporation 1991 Employee Stock Purchase Plan, of our report dated July 17, 1997
with respect to the consolidated financial statements and schedule of Hyperion
Software Corporation, included in Form 8-KA of Hyperion Solutions Corporation
filed with the Securities and Exchange Commission on June 25, 1998.
/s/ ERNST & YOUNG
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ERNST & YOUNG
Stamford, Connecticut
August 24, 1998
