As Filed with the Securities and Exchange Commission on July __, 1998
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADVENT SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2901952
(State or other jurisdiction of (I.R.S. Employer
incorporation organization) Identification Number)
301 Brannan Street
San Francisco, CA 94107
(415) 543-7696
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
--------------------
IRV H. LICHTENWALD
Senior Vice President of Finance,
Chief Financial Officer and Secretary
ADVENT SOFTWARE, INC.
301 Brannan Street
San Francisco, California 94107
(415) 543-7696
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
MARK A. BERTELSEN, ESQ.
DON S. WILLIAMS, ESQ.
MELISSA V. HOLLATZ, ESQ.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
--------------------
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered Per Share(1) Offering Registration
Price (1) Fee
- --------------------------------------------------------------------------------
Common Stock,
$0.01 par value 170,000 $42.375 $ 7,214,375 $ 2,187
================================================================================
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee, based on the average of the high and low prices
of the Registrant's Common Stock on the Nasdaq National Market on June
30, 1998.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS (Subject to Completion)
170,000 Shares
ADVENT SOFTWARE, INC.
--------------------
Common Stock
$0.01 par value
-------------------------------------------
This Prospectus relates to the public offering, which is not
being underwritten, of shares of the common stock ("Common Stock") of Advent
Software, Inc., a Delaware corporation (together with its consolidated
subsidiaries, "Advent" or the "Company") offered from time to time by the
Selling Shareholder named herein (the "Selling Shareholder") for its own
benefit. It is anticipated that the Selling Shareholder will generally offer
shares of Common Stock for sale at prevailing prices in the over-the-counter
market on the date of sale. The Company will receive no part of the proceeds of
sales made hereunder. The Common Stock to which this Prospectus relates was
received by the Selling Shareholder pursuant to the acquisition of certain
assets of Blackbaud, Inc., a South Carolina corporation, by the Company (the
"Acquisition"). The Common Stock issued to the Selling Shareholder in the
Acquisition was issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
provided by Rule 506 of Regulation D promulgated under Section 4(2) of the
Securities Act. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by Selling Shareholder will be borne by such Selling Shareholder. None
of the shares offered pursuant to this Prospectus have been registered prior to
the filing of the Registration Statement of which this Prospectus is a part.
The Common Stock of the Company is traded on the Nasdaq National Market
(Nasdaq Symbol: ADVS). On July ____, 1998, the closing price of the Company's
Common Stock was $________.
See "Risk Factors" beginning on page 4 for a discussion of
certain factors that should be considered by prospective purchasers of the
Common Stock offered hereby.
The Selling Shareholder and any broker executing selling
orders on behalf of the Selling Shareholder may be deemed to be an "underwriter"
within the meaning of the Securities Act. Commissions received by any such
broker may be deemed to be underwriting commissions under the Securities Act.
-------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------------------
The date of this Prospectus is July ____, 1998.
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<PAGE>
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Shareholder. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
AVAILABLE INFORMATION
The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus is delivered, upon written or oral
request of any such person, a copy of any and all of the information that has
been or may be incorporated by reference in this Prospectus, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference into such documents). Requests for such copies should be directed to
Advent Software, Inc., 301 Brannan St., San Francisco, CA 94107, Attn: Investor
Relations (telephone (415) 543-7696).
The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information may be inspected and copied at
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices at Seven World
Trade Center, 13th Floor, New York, New York 10048, and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a
Website that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the site is http://www.sec.gov. The Common Stock of the Company
is quoted on the Nasdaq National Market. Reports, proxy and information
statements and other information concerning the Company may be inspected at The
Nasdaq Stock Market at 1735 K Street, N.W., Washington, D.C. 20006. Information,
as of particular dates, concerning directors and officers of the Company, their
remuneration, options granted to them, and the principal holders of securities
of the Company has been disclosed in the proxy statements distributed to
shareholders of the Company and filed with the Commission.
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement
on Form S-3 (herein, together with all amendments and exhibits, referred to as
the "Registration Statement") filed by the Company with the Securities and
Exchange Commission under the Securities Act. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the shares
of Common Stock offered hereby, reference is hereby made to the Registration
Statement. Statements contained herein concerning the provisions of any document
are not necessarily complete, and each such statement is qualified in its
entirety by reference to the copy of such document filed with the Commission.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are hereby incorporated by reference in this Prospectus: (i) the
Company's Annual Report on Form 10-K for the year ended December 31, 1997, filed
pursuant to Section 13 of the Exchange Act; (ii) the Company's Proxy Statement
for the 1998 Annual Meeting of Stockholders held on April 30, 1998, filed
pursuant to Section 14 of the Exchange Act; (iii) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998, filed pursuant to Section 13
of the Exchange Act; and (iv) the description of the Company's Common Stock
contained in its Registration Statement on Form 8-A as filed with the Commission
on October 18, 1995.
All reports and other documents filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such reports and documents. Any statement incorporated herein shall be deemed
to be modified or superseded for purposes of this Prospectus 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 statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY
Advent Software, Inc. is a leading provider of stand-alone and
client/server software products, data interfaces and related services that
automate and integrate certain mission-critical functions of investment
management organizations. Advent's suite of complementary products for the
front, middle and back office include Advent's portfolio accounting and
management systems; a trading and order management system; a client management
system; and an automated transaction and position reconciliation system. These
products address the need to facilitate the management of increasingly large and
complex information and data flows both within investment management
organizations and between such organizations and third parties, such as
brokerage firms, clients, custodians, banks, pricing services and other data
providers. Advent's products are designed to reduce client costs, improve the
accuracy of client information, and generally enable clients to devote more time
to improving the service they provide to their customers rather than focusing on
operational details. Advent's strategy is to develop long-term client
relationships and to maintain a high level of lifetime client satisfaction which
Advent believes will result in additional recurring revenues from new product
licenses, renewals of maintenance contracts and the introduction of new data
products.
Advent's clients include many of the world's leading
investment management organizations. These organizations vary significantly in
size, assets under management and the complexity of their investment
environments. At present, Advent has licensed its products to over 4,800
institutions in 22 countries for use by more than 25,000 concurrent users.
Recent Developments
In February 1998, Advent acquired MicroEdge, Inc., a private
company based in New York, New York, for stock valued at approximately
$9,023,250, based upon the closing price of the shares on the closing date of
the transaction. The transaction was accounted for as a pooling. In May 1998,
Advent acquired certain assets of Blackbaud, Inc., a private company based in
Charleston, South Carolina in a taxable transaction for stock valued at
approximately $6,513,210, based upon the closing price of the shares on the
closing date of the transaction.
Advent was founded in 1983. Its principal executive offices
are located at 301 Brannan Street, San Francisco, CA 94107, and its telephone
number at that location is (415) 543-7696. As used in this Prospectus, the terms
"Advent" and the "Company" refer to Advent Software, Inc. and its consolidated
subsidiaries, except as otherwise indicated.
Advent and the Advent logo are registered trademarks of the
Company.
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<PAGE>
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated herein by reference
contain forward-looking statements that have been made pursuant to the
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on current expectations, estimates and
projections about the Company's industry, management's beliefs, and assumptions
made by management. Words such as "anticipates," "expects," "intends," "plans,"
"believes," "seeks," "estimates" and variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict; therefore,
actual results may differ materially from those expressed or forecasted in any
such forward-looking statements. Such risks and uncertainties include those
noted in the documents incorporated herein by reference. Unless required by law,
the Company undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
However, investors should carefully review the risk factors and other
information set forth in the reports and other documents the Company files from
time to time with the Commission.
RISK FACTORS
In addition to reviewing the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, the other documents incorporated herein
by reference and the other information in this Prospectus, the following factors
should be considered carefully in evaluating the Company and its business before
purchasing the Common Stock offered hereby:
Period to Period Fluctuations. As Advent's licenses into multi-user
networked environments have increased both in individual size and number, the
timing and size of individual license transactions are becoming increasingly
important factors in Advent's quarterly operating results. The sales cycles for
transactions of this size are often lengthy and unpredictable. There can be no
assurance that Advent will be successful in closing large license transactions
such as these on a timely basis or at all. Accordingly, if in the future
revenues from large site licenses constitute a material portion of Advent's net
revenues, the timing of such licenses could cause additional variability in
Advent's quarterly operating results. Advent's software products typically are
shipped shortly after receipt of a signed license agreement and initial payment
and, consequently, software product backlog at the beginning of any quarter
typically represents only a small portion of that quarter's expected revenues.
Advent's expense levels are based in significant part on Advent's expectations
of future revenues and therefore are relatively fixed in the short term. Due to
the fixed nature of these expenses combined with the relatively high gross
margin historically achieved by Advent on products and services, an
unanticipated decline in net revenues in any particular quarter is likely to
disproportionately adversely affect operating results.
Advent generally has realized lower revenues from license fees in the
first quarter of the year than in the immediately preceding quarter. Advent
believes that this has been due primarily to the concentration by some clients
of larger capital purchases in the fourth quarter of the calendar year and their
lower purchasing activity during the subsequent first quarter, compounded by
Advent's annual incentive compensation plans which result in increased year-end
sales activity. Furthermore, Advent has often recognized a substantial portion
of its license revenues in the last month of a quarter.
Due to all of the foregoing factors, Advent believes that period to
period comparisons of its operating results are not necessarily meaningful and
that such comparisons cannot be relied upon as indicators of future performance.
Advent's stock price has fluctuated significantly since the initial
public offering in November 1995. Like many companies in the technology and
emerging growth sector, Advent's stock price may be subject to wide
fluctuations. If net revenues or earnings in any quarter fail to meet the
investment community's expectations, there could be an immediate impact on
Advent's stock price. In addition, the stock price may be affected by broader
market trends unrelated to Advent's performance.
Product Concentration. During 1995, 1996 and 1997, Advent derived a
substantial majority of its net revenues from the licensing of Axys and related
products and services. In addition, many of Advent's other products, such as
Moxy, Qube and various data interfaces, were designed to operate with Axys to
provide an integrated solution. As a result, Advent believes that a majority of
its net revenues, at least through 1998, will be dependent upon continued market
acceptance of Axys, enhancements or upgrades to Axys and related products and
services.
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<PAGE>
Geneva. In 1995, Advent introduced Geneva to target organizations with
complex international accounting and reporting requirements, and, in 1997,
announced its full commercial availability. To date, revenues derived from
licenses of Geneva have not been material. Advent is directing a significant
amount of its product development expenditures to the on-going development of
Geneva and plans to devote a significant amount of its future sales and
marketing resources to Geneva. Advent has limited experience in developing
products for this market. Because of such limited client experience, there can
be no assurance that Geneva will not require substantial software enhancements
or modifications to satisfy performance requirements of clients or to fix design
defects or previously undetected errors. Further, there can be no assurance that
Advent will be successful in marketing Geneva. Advent's failure to successfully
market Geneva could adversely affect Advent's business and operating results.
Internet Initiative. To take advantage of the Internet, Advent has
launched an Internet Initiative whereby it is developing services, both
announced and unannounced, to bring Internet based products and services to
clients. The first of these services, Rex, was launched during the second
quarter of 1997. As Advent begins development of new products and services under
its Internet Initiative, it has and will continue to enter into development
agreements with information providers, clients, or other companies in order to
accelerate the delivery of new products and services. There can be no assurance
that Advent will be successful in marketing Rex or in developing other Internet
services. Advent's failure to do so could adversely affect Advent's business and
operating results.
New Products and Product Enhancements. Advent's future success will
continue to depend upon its ability to develop new products that address the
future needs of its target markets and to respond to emerging industry standards
and practices. Delays in the commencement of commercial shipments of new
products or enhancements may result in client dissatisfaction and delay or loss
of product revenues. In addition, Advent's ability to develop new products and
product enhancements is dependent upon the products of other software vendors,
including certain system software vendors, such as Microsoft Corporation,
database vendors and development tool vendors. In the event that the products of
such vendors have design defects or flaws, or if such products are unexpectedly
delayed in their introduction, Advent's business, operating results and
financial condition could be materially adversely affected.
Financial Markets. The target clients for Advent's products include a
range of organizations that manage investment portfolios, including investment
advisors, brokerage firms, banks and hedge funds. In addition, Advent targets
corporations, public funds, universities and non-profit organizations which also
manage investment portfolios and have many of the same needs. The success of
many of Advent's clients is intrinsically linked to the health of the financial
markets. Advent believes that demand for its products could be
disproportionately affected by fluctuations, disruptions, instability or
downturns in the financial markets which may cause clients and potential clients
to exit the industry or delay, cancel or reduce any planned expenditures for
investment management systems and software products.
Relationship with Interactive Data. Many of Advent's clients use
Advent's proprietary interface to electronically retrieve pricing and other data
from Interactive Data. Interactive Data pays Advent a commission based on
Interactive Data's revenues from providing such data to Advent's client.
Advent's software products have been customized to be compatible with
Interactive Data's system and such software would need to be redesigned if
Interactive Data's services were unavailable for any reason. In the event that
Advent's relationship with Interactive Data were terminated or Interactive
Data's services were unavailable to Advent's clients for any reason, replacing
these services could be costly and time consuming.
Competition. The market for investment management software is segmented
by the relative size of the organizations that manage investment portfolios. In
addition, the market in each segment is intensely competitive and highly
fragmented, subject to rapid change and highly sensitive to new product
introductions and marketing efforts by industry participants. Advent's
competitors include providers of software and related services as well as
providers of timeshare services. Competitors vary in size, scope of services
offered and platforms supported. In addition, Advent competes indirectly with
existing and potential clients, many of whom develop their own software for
their particular needs and therefore may be reluctant to license software
products offered by independent vendors such as Advent. Many of Advent's
competitors have longer operating histories and greater financial, technical,
sales and marketing resources than Advent. There can be no assurance that Advent
will be able to compete successfully against current and future competitors or
that competitive pressures will not result in price reductions, reduced
operating margins and loss of market share, any one of which could materially
adversely affect Advent's business, operating results and financial condition.
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<PAGE>
SELLING SHAREHOLDER
The following table shows, as of the date of this Prospectus, (i) the
name of the Selling Shareholder, (ii) the number of shares of Common Stock
beneficially owned prior to the offering, (iii) the number of shares of Common
Stock to be sold by the Selling Shareholder pursuant to this Prospectus and (iv)
the number of shares beneficially owned after the offering:
Shares
Beneficially Shares to be Shares
Owned Prior to Sold in the Beneficially Owned
Name Offering Offering(2) After the Offering (1)(3)
- ------------------ --------------- -------------- ------------------------
Blackbaud, Inc.(4) 170,000 136,000 0
- ------------------
(1) The number and percentage of shares beneficially owned is determined
in accordance with Rule 13d-3 of the Exchange Act, and the
information is not necessarily indicative of beneficial ownership for
any other purpose.
(2) Does not include an aggregate of 34,000 shares of Common Stock
beneficially owned by the Selling Shareholder that have been
deposited in escrow funds pursuant to certain provisions of an
agreement between the Selling Shareholder and the Company.
(3) Assumes the sale of all shares offered hereby.
(4) The Selling Shareholder owns approximately 2% of the outstanding
shares of Common Stock of the Company.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholder that it
intends to sell all or a portion of the shares offered hereby from time to time
in the over-the-counter market and that sales will be made at prices prevailing
at the times of such sales. The Selling Shareholder may also make private sales
directly or through a broker or brokers, who may act as agent or as principal.
In connection with any sales, the Selling Shareholder and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act. The Company will receive no part of the proceeds of sales
made hereunder.
Any broker-dealer participating in such transactions as agent may
receive commissions from the Selling Shareholder (and, if they act as agent for
the purchaser of such shares, from such purchaser). Usual and customary
brokerage fees will be paid by the Selling Shareholder. Broker-dealers may agree
with the Selling Shareholder to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the Selling Shareholder, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
the Selling Shareholder. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve cross and block transactions and which may involve sales to and through
other broker-dealers, including transactions of the nature described above) in
the over-the-counter market, in negotiated transactions or otherwise at market
prices prevailing at the time of sale or at negotiated prices, and in connection
with such resales may pay to or receive from the purchasers of such shares
commissions computed as described above.
The Company has advised the Selling Shareholder that the
anti-manipulation rules of Regulation M under the Exchange Act may apply to
their sales in the market, has furnished the Selling Shareholder with a copy of
these Rules and has informed the Selling Shareholder of the need for delivery of
copies of this Prospectus. The Selling Shareholder may indemnify any
broker-dealer that participates in transactions involving the sale of the shares
against certain liabilities, including liabilities arising under the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
broker-dealers, and any profits received on the resale of such shares, may be
deemed to be underwriting discounts and commissions under the Securities Act if
any such broker-dealers purchase shares as principal.
Upon notification by the Selling Shareholder to the Company that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424(c) under the Securities Act setting forth the name of the
participating broker-dealer(s), the number of shares involved, the price at
which such shares were sold by the Selling Shareholder, the commissions paid or
discounts or concessions allowed by the Selling Shareholder to such
broker-dealer(s), and where applicable, that such broker-dealer(s) did not
conduct any investigation to verify the information set out in this Prospectus.
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<PAGE>
Any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under that Rule rather
than pursuant to this Prospectus.
There can be no assurance that the Selling Shareholder will sell any
or all of the shares of Common Stock offered by it hereunder.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware Code, or (iv) for any transaction from which the
director derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its
directors and executive officers and may indemnify its other officers and
employees and other agents to the fullest extent permitted by law. The Company
believes that indemnification under its Bylaws covers at least negligence and
gross negligence on the part of indemnified parties. The Company's Bylaws also
permit the Company to secure insurance on behalf of any officer, director,
employee or other agent for any liability arising out of his or her actions in
such capacity, regardless of whether the Bylaws would permit indemnification.
The Company has entered into agreements to indemnify its directors
and officers, in addition to indemnification provided for in the Company's
Bylaws. Subject to certain limitations and restrictions, these agreements, among
other things, indemnify the Company's directors and officers for certain
expenses (including attorneys' fees), judgments, fines and settlement amounts
incurred by any such person in any action or proceeding, including any action by
or in the right of the Company, arising out of such person's services as a
director or officer of the Company, any subsidiary of the Company or any other
company or enterprise to which the person provides services at the request of
the Company. The Company believes that these provisions and agreements are
necessary to attract and retain qualified directors and officers.
The Company understands that the staff of the Securities and Exchange
Commission is of the opinion that statutory, charter and contractual provisions
as are described above have no effect on claims arising under the federal
securities laws.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Palo Alto, California.
EXPERTS
The consolidated balance sheet as of December 31, 1996 and 1997, and
the consolidated statements of operations, stockholders' equity and cash flows
for each of the three years in the period ended December 31, 1997, and the
related consolidated financial statement schedule, incorporated by reference to
the Company's Annual Report on Form 10-K, have been incorporated herein by
reference in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
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ADVENT SOFTWARE, INC.
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
Number
Item 14 Other Expenses of Issuance and Distribution.*
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The following table sets forth costs and expenses of the
sale and distribution of the securities being registered.
All amounts except Securities and Exchange Commission and Nasdaq Stock Market
Listing fees are estimates.
Registration fee--Securities and Exchange Commission... $ 2,187
Nasdaq Stock Market Listing Fee........................ $ 3,400
Accounting fees........................................ $ 5,000
Legal fees............................................. $ 5,000
Miscellaneous.......................................... $ 4,413
Total.................................................. $ 20,000
* Represents expenses relating to the distribution by the Selling
Shareholder pursuant to the Prospectus prepared in accordance with the
requirements of Form S-3. These expenses will be borne by the Company on behalf
of the Selling Shareholder.
Item 15 Indemnification of Directors and Officers.
-----------------------------------------
See "Indemnification of Directors and Officers."
Item 16 Exhibits.
Exhibit
Number
2.1 Asset Purchase Agreement (incorporated by reference to the
Company's Report on Form 8-K dated May 22, 1998)
4.1 Restated Articles of Incorporation, as amended, of the
Company (incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997)
4.2 Amended and Restated Bylaws of the Company (incorporated by
reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997)
5.1 Opinion of counsel as to securities being registered
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
II-1
<PAGE>
23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in
Exhibit 5.1)
24.1 Power of Attorney (contained on Page II-4)
II-2
<PAGE>
Item 17 Undertakings.
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, and (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.
(2) That, for the purpose of determining any liability under the Securities
Act, each 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.
The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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
as that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
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 and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Advent Software, Inc., a corporation organized and existing under
the laws of the State of Delaware, certifies that it has reasonable cause to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California, on the 7th day of July, 1998.
ADVENT SOFTWARE, INC.
By: /s/ Irv H. Lichtenwald
---------------------------------
Irv H. Lichtenwald, Senior Vice President,
Chief Financial Officer and Secretary
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------- -------------------------- ---------------
/s/ Stephanie G. DiMarco Chairman of the Board July 7, 1998
- ----------------------------- and Chief Executive
Stephanie G. DiMarco Officer (Principal
Executive Officer)
/s/ Irv H. Lichtenwald Senior Vice President, July 7, 1998
- ----------------------------- Chief Financial Officer
Irv H. Lichtenwald and Secretary (Principal
Financial and
Accounting Officer)
/s/ Frank H. Robinson Director July 7, 1998
- -----------------------------
Frank H. Robinson
/s/ Wendell G. Van Auken Director July 7, 1998
- -----------------------------
Wendell G. Van Auken
/s/ William F. Zuendt Director July 7, 1998
- -----------------------------
William F. Zuendt
/s/ Monte Zweben Director July 7, 1998
- -----------------------------
Monte Zweben
II-4
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
on Form S-3 of our report dated January 20, 1998 on our audit of the
consolidated financial statements of Advent Software, Inc. as of December 31,
1997 and 1996, and for each of the three years in the period ended December 31,
1997, which report is incorporated by reference from the 1997 Annual Report of
Advent Software, Inc., and our report dated January 20, 1998, on our audit of
the consolidated financial statement schedule, which report is incorporated by
reference from the Annual Report on Form 10-K for the year ended December 31,
1997. We also consent to the reference of our firm under the caption "Experts."
/s/ PricewaterhouseCoopers L.L.P.
PRICEWATERHOUSECOOPERS L.L.P.
San Jose, California
July 7, 1998
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------------
EXHIBITS
------------------------------------------------------
Registration Statement on Form S-3
ADVENT SOFTWARE, INC.
July 7, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
2.1 Asset Purchase Agreement (incorporated by reference to the Company's Report
on Form 8-K dated May 22, 1998)
4.1 Restated Articles of Incorporation, as amended, of the Company
(incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997)
4.2 Amended and Restated Bylaws of the Company (incorporated by reference to
the Company's Annual Report on Form 10-K for the year ended December 31,
1997)
5.1 Opinion of counsel as to securities being registered
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants (see Page
II-5)
23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)
24.1 Power of Attorney (see Page II-3)
<PAGE>
Exhibit 5.1
OPINION OF COUNSEL
<PAGE>
July 7, 1998
Advent Software, Inc.
301 Brannan Street
San Francisco, California 94107
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be
filed by you with the Securities and Exchange Commission on the date hereof (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 170,000 shares of your Common
Stock, $0.01 par value (the "Shares"), all of which are issued and outstanding
and to be offered for sale for the benefit of the Selling Shareholder. The
Shares are to be sold from time to time in the over-the counter-market at
prevailing prices or as otherwise described in the Registration Statement. As
legal counsel for Advent Software, Inc., we have examined the proceedings taken
and proposed to be taken by you in connection with the sale of the Shares.
It is our opinion that the Shares are legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, including the prospectus constituting a part thereof,
and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
(See page II-5)
<PAGE>
Exhibit 23.2
CONSENT OF COUNSEL
(See Exhibit 5.1)
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
(see page II-3)
<PAGE>
