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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1999
REGISTRATION NO. ________________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
DALEEN TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 65-0944514
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
902 CLINT MOORE ROAD
BOCA RATON, FLORIDA 33487
(Address of Principal Executive Offices, Including Zip Code)
------------------------------
DALEEN TECHNOLOGIES, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN
DALEEN TECHNOLOGIES, INC. 1998 INCENTIVE STOCK OPTION PLAN
DALEEN TECHNOLOGIES, INC. 1997 INCENTIVE STOCK OPTION PLAN
DALEEN TECHNOLOGIES, INC. 1995 INCENTIVE STOCK OPTION PLAN
DALEEN TECHNOLOGIES, INC. 1998 EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN
DALEEN TECHNOLOGIES, INC. 1996 EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN
DALEEN TECHNOLOGIES, INC. 1994 EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN
(Full title of the Plans)
------------------------------
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COPY TO:
JAMES DALEEN JEFFREY L. SCHULTE, ESQ.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER MORRIS, MANNING & MARTIN, L.L.P.
DALEEN TECHNOLOGIES, INC. 1600 ATLANTA FINANCIAL CENTER
902 CLINT MOORE ROAD 3343 PEACHTREE ROAD, N.E.
BOCA RATON, FLORIDA 33487 ATLANTA, GEORGIA 30326
(561) 999-8000 (404) 233-7000
(Name and Address and Telephone Number, Including Area Code, of Agent for Service.)
--------------------------------
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) Per Share Price Registration Fee (2)
- ----------------------------------------- -------------------- --------------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 2,674,727 $14.625 $39,117,882.37 $10,874.77
per share
</TABLE>
- ----------------------
(1) Represents (i) 737,750 shares of our common stock reserved for
issuance under the Daleen Technologies, Inc. Amended and Restated
Stock Incentive Plan, (ii) 1,274,887 shares of our common stock
reserved for issuance under the Daleen Technologies, Inc. 1998
Incentive Stock Option Plan, (iii) 149,336 shares of our common stock
reserved for issuance under the Daleen Technologies, Inc. 1997
Incentive Stock Option Plan, (iv) 153,487 shares of our common stock
reserved for issuance under the Daleen Technologies, Inc. 1995
Incentive Stock Option Plan, (v) 186,924 shares of our common stock
reserved for issuance under the Daleen Technologies, Inc. 1998
Employee Non-Qualified Stock Option Plan, (vi) 157,398 shares of our
common stock reserved for issuance under the Daleen Technologies, Inc.
1996 Employee Non-Qualified Stock Option Plan, and (vii) 14,945 shares
of our common stock reserved for issuance under the Daleen
Technologies, Inc. 1994 Employee Non-Qualified Stock Option Plan.
(2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee on
the basis of the average of the high and low sales prices of our
common stock on October 8, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees and/or directors of Daleen Technologies, Inc. (the
"Company") as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with the instructions of Part I
of Form S-8, these documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act. These documents and the documents incorporated by reference
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute the prospectus as required by 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 filed with the Commission are incorporated
herein by reference:
(a) the Company's Prospectus, filed with the Commission on October
1, 1999 pursuant to Rule 424 (b) under the Securities Act, which contains
audited consolidated financial statements for the Company as of December 31,
1998 and 1997 and for each of the years in the three year period ended December
31, 1998 and the unaudited condensed consolidated financial statements as of
June 30, 1999 and for the six months ended June 30, 1999 and 1998 (Registration
No. 333-82487); and
(b) the description of the Company's common stock, $0.01 par
value per share ("Common Stock") contained in the Company's Registration
Statement on Form 8-A, filed with the Commission on September 30, 1999
(Registration No. 000-27491).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934, as amended, (the "Exchange
Act") subsequent to the date of this Registration Statement and prior to the
termination of the offering of the shares of Common Stock offered hereby shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Because the securities to be awarded pursuant to this registration
statement are either (i) registered under Section 12 of the Exchange Act or (ii)
plan interests, this item is inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Legal matters in connection with the shares of Common Stock offered
hereby were passed upon by Morris, Manning & Martin, L.L.P., Atlanta, Georgia.
Members of Morris, Manning & Martin, L.L.P. hold an aggregate of 1,500 shares
of the Registrant's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation provides that the liability
of the Company's directors for monetary damages shall be eliminated to the
fullest extent permissible under the Delaware General Corporation Law (the
"DGCL") and that the Company may indemnify its officers, employees and agents
to the fullest extent permitted under the DGCL.
The Company's Bylaws provide that the Company must indemnify its
directors against all liabilities to the fullest extent permitted under the
DGCL and that the Company must advance all reasonable expenses incurred
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in a proceeding in which a director was either a party or a witness because he
or she was a director. The Company has entered into indemnification agreements
with its directors and certain of its officers that provide indemnification
similar to that provided in the Bylaws.
The DGCL provides that, in general, a corporation may indemnify an
individual who is or was a party to any proceeding (other than action by, or in
the right of, such corporation) by reason of the fact that he or she is or was
a director of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and provided further that, with respect to any
criminal action or proceeding, the officer or director had no reasonable cause
to believe his or her conduct was unlawful. In the case of proceedings by or in
the right of the corporation, the DGCL provides that, in general, a corporation
may indemnify an individual who was or is a party to any such proceeding by
reason of the fact that he or she is or was a director of the corporation
against reasonable expenses incurred in connection with such proceeding, if it
is determined that the director has met the relevant standard of conduct. To
the extent that any directors are successful on the merits or in the defense of
any of the proceedings described above, the DGCL provides that a corporation is
required to indemnify such officers or directors against reasonable expenses
incurred in connection therewith. The DGCL further provides, in general, for
the advancement of reasonable expenses incurred by a director who is a party to
a proceeding if the director furnishes the corporation (1) a written
affirmation of his good faith belief that he or she has met the standard of
conduct under the DGCL or that the proceeding involves conduct for which
liability has been eliminated under the corporation's articles of
incorporation; and (2) a written undertaking to repay any advances if it is
ultimately determined that he or she is not entitled to indemnification. In
addition, the DGCL provides for the indemnification of officers, employees and
agents in certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
As no restricted securities are to be reoffered or resold pursuant to
this Registration Statement, this item is inapplicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference
into this Registration Statement pursuant to Item 601 of Regulation S-K:
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Exhibit No. Description
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3.1 The Company's Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1, filed with the Commission on July 8,
1999, Registration Number 333-82487).
3.2 The Company's Bylaws (incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1,
filed with the Commission on July 8, 1999, Registration
Number 333-82487).
5.1 Opinion of Morris, Manning & Martin, L.L.P., as to the
legality of the securities being registered.
10.1 Daleen Technologies, Inc. Amended and Restated Stock
Incentive Plan (incorporated by reference to Exhibit 10.11 to
the Company's Registration Statement on Form S-1, filed with
the Commission on July 8, 1999, Registration Number
333-82487).
10.2 Daleen Technologies, Inc. 1998 Incentive Stock Option Plan
(incorporated by reference to Exhibit 10.12 to the Company's
Registration Statement on Form S-1, filed with the Commission
on July 8, 1999, Registration Number 333-82487).
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10.3 Daleen Technologies, Inc. 1997 Incentive Stock Option Plan
(incorporated by reference to Exhibit 10.13 to the Company's
Registration Statement on Form S-1, filed with the Commission
on July 8, 1999, Registration Number 333-82487).
10.4 Daleen Technologies, Inc. 1995 Incentive Stock Option Plan
(incorporated by reference to Exhibit 10.14 to the Company's
Registration Statement on Form S-1, filed with the Commission
on July 8, 1999, Registration Number 333-82487).
10.5 Daleen Technologies, Inc. 1998 Employee Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 10.15 to
the Company's Registration Statement on Form S-1, filed with
the Commission on July 8, 1999, Registration Number
333-82487).
10.6 Daleen Technologies, Inc. 1996 Employee Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 10.16 to
the Company's Registration Statement on Form S-1, filed with
the Commission on July 8, 1999, Registration Number
333-82487).
10.7 Daleen Technologies, Inc. 1994 Employee Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 10.17 to
the Company's Registration Statement on Form S-1, filed with
the Commission on July 8, 1999, Registration Number
333-82487).
23.1 Independent Auditors' Consent of KPMG LLP
23.2 Consent of Morris, Manning & Martin, L.L.P. (included in
Exhibit 5.1).
</TABLE>
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;
(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;
(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
registration statement is on Form S-3 or Form S-8, and 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 Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
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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 the 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, 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 at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the undersigned
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 Boca Raton, State of Florida, on this the 13th
day of October, 1999.
Daleen Technologies, Inc.
By:/s/ James Daleen
---------------------------
JAMES DALEEN
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
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<S> <C> <C>
/s/ James Daleen Chairman of the Board October 13, 1999
- ------------------------------------ and Chief Executive Officer
JAMES DALEEN (Principal Executive Officer)
/s/ David B. Corey President, Chief Operating Officer October 13, 1999
- ------------------------------------ and Director
DAVID B. COREY
/s/ Richard A. Schell Chief Financial Officer (Principal October 13, 1999
- ------------------------------------ Financial and Accounting Officer)
RICHARD A. SCHELL
/s/ Paul G. Cataford Director October 13, 1999
- ------------------------------------
PAUL G. CATAFORD
/s/ Neil E. Cox Director October 13, 1999
- ------------------------------------
NEIL E. COX
/s/ Daniel J. Foreman Director October 13, 1999
- ------------------------------------
DANIEL J. FOREMAN
/s/ Stephen J. Getsy Director October 13, 1999
- ------------------------------------
STEPHEN J. GETSY
/s/ Ofer Nemirovsky Director October 13, 1999
- ------------------------------------
OFER NEMIROVSKY
/s/ William A. Roper, Jr. Director October 13, 1999
- ------------------------------------
WILLIAM A. ROPER, JR.
</TABLE>
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EXHIBIT INDEX
EXHIBITS INCORPORATED HEREIN BY REFERENCE
<TABLE>
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Designation of Exhibit Description of Exhibit
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3.1 The Company's Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1, filed
with the Commission on July 8, 1999, Registration
Number 333-82487).
3.2 The Company's Bylaws (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement
on Form S-1, filed with the Commission on July 8,
1999, Registration Number 333-82487).
10.1 Daleen Technologies, Inc. Amended and Restated Stock
Incentive Plan (incorporated by reference to Exhibit
10.11 to the Company's Registration Statement on
Form S-1, filed with the Commission on July 8, 1999,
Registration Number 333-82487).
10.2 Daleen Technologies, Inc. 1998 Incentive Stock
Option Plan (incorporated by reference to Exhibit
10.12 to the Company's Registration Statement on
Form S-1, filed with the Commission on July 8, 1999,
Registration Number 333-82487).
10.3 Daleen Technologies, Inc. 1997 Incentive Stock
Option Plan (incorporated by reference to Exhibit
10.13 to the Company's Registration Statement on
Form S-1, filed with the Commission on July 8, 1999,
Registration Number 333-82487).
10.4 Daleen Technologies, Inc. 1995 Incentive Stock
Option Plan (incorporated by reference to Exhibit
10.14 to the Company's Registration Statement on
Form S-1, filed with the Commission on July 8, 1999,
Registration Number 333-82487).
10.5 Daleen Technologies, Inc. 1998 Employee
Non-Qualified Stock Option Plan (incorporated by
reference to Exhibit 10.15 to the Company's
Registration Statement on Form S-1, filed with the
Commission on July 8, 1999, Registration Number
333-82487).
10.6 Daleen Technologies, Inc. 1996 Employee
Non-Qualified Stock Option Plan (incorporated by
reference to Exhibit 10.16 to the Company's
Registration Statement on Form S-1, filed with the
Commission on July 8, 1999, Registration Number
333-82487).
10.7 Daleen Technologies, Inc. 1994 Employee
Non-Qualified Stock Option Plan (incorporated by
reference to Exhibit 10.17 to the Company's
Registration Statement on Form S-1, filed with the
Commission on July 8, 1999, Registration Number
333-82487).
EXHIBITS FILED HEREWITH
5.1 Opinion of Morris, Manning & Martin, L.L.P., as to
the legality of the securities being registered.
23.1 Independent Auditors' Consent of KPMG LLP
23.2 Consent of Morris, Manning & Martin, L.L.P.
(included in Exhibit 5.1).
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EXHIBIT 5.1
[Letterhead of Morris, Manning & Martin, L.L.P.]
October 13, 1999
Daleen Technologies, Inc.
902 Clint Moore Road
Boca Raton, Florida 33487
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Daleen Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on
Form S-8, of a proposed offering of 2,674,727 shares of the Company's common
stock, $0.01 par value per share (the "Shares"), including 737,750 Shares
issuable pursuant to the Daleen Technologies, Inc. Amended and Restated Stock
Incentive Plan, 1,274,887 Shares issuable pursuant to the Daleen Technologies,
Inc. 1998 Incentive Stock Option Plan, 149,336 Shares issuable pursuant to the
Daleen Technologies, Inc. 1997 Incentive Stock Option Plan, 153,487 Shares
issuable pursuant to the Daleen Technologies, Inc. 1995 Incentive Stock Option
Plan, 186,924 Shares issuable pursuant to the Daleen Technologies, Inc. 1998
Employee Non-Qualified Stock Option Plan, 157,398 Shares issuable pursuant to
the Daleen Technologies, Inc. 1996 Employee Non-Qualified Stock Option Plan,
and 14,945 Shares issuable pursuant to the Daleen Technologies, Inc. 1994
Employee Non-Qualified Stock Option Plan
We have examined and are familiar with the originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments relating to the incorporation of the
Company and to the authorization and issuance of Shares under the Plans as
would be necessary and advisable for purposes of rendering this opinion. Based
upon and subject to the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued as contemplated by the Plans, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Company's registration statement on Form S-8.
Very truly yours,
MORRIS, MANNING & MARTIN, L.L.P.
/s/ Morris, Manning & Martin, L.L.P.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Daleen Technologies, Inc.:
We consent to incorporation by reference herein of our report on the
consolidated balance sheets of Daleen Technologies, Inc. and subsidiary as of
December 31, 1998 and 1997, and related consolidated statements of operations,
redeemable preferred stock and stockholders' deficit, and cash flows for each of
the years in the three-year period ended December 31, 1998 which report appears
in the Prospectus (Registration No. 333-82487) on Form S-1 of Daleen
Technologies, Inc.
/s/ KPMG LLP
KPMG LLP
Miami, Florida
October 15, 1999
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