AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 2000
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)
1750 CLINT MOORE ROAD
BOCA RATON, FLORIDA 33487
(Address of Principal Executive Offices, Including Zip Code)
------------------------------
DALEEN TECHNOLOGIES, INC. AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN
DALEEN TECHNOLOGIES, INC 401(K) PROFIT SHARING PLAN
(Full title of the Plans)
------------------------------
COPY TO:
JAMES DALEEN DAVID M. CALHOUN, 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.)
--------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) Per Share (2) Price (2) Registration Fee (2)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 4,936,131 $21.22 $104,744,700 $27,653
Per share
========================================= ==================== ===================== ==================== =====================
</TABLE>
- -----------
(1) The shares being registered include (i) 4,911,131 additional shares of
our common stock that may be acquired pursuant to options or awards that may be
granted in the future pursuant to the Daleen Technologies, Inc. Amended and
Restated 1999 Stock Incentive Plan (formerly known as the Daleen Technologies,
Inc. Amended and Restated Stock Incentive Plan) (the "1999 Plan"), the initial
737,750 shares of common stock reserved for issuance under the 1999 Plan were
registered under a Registration Statement (Commission File No. 333-89121) that
became effective on October 15, 1999; and (ii) 25,000 shares of our common
stock that may be purchased under the Daleen Technologies, Inc. 401(k) Profit
Sharing Plan (the " 401(k) Plan"). In addition, pursuant to Rule 416(c)
promulgated under the Securities Act of 1933, this Registration Statement also
registers an indeterminate amount of interests in the 401(k) Plan to be offered
or sold pursuant to the 401(k) Plan. The 401(k) plan was adopted on January 1,
2000 and replaced a prior 401(k) plan which was terminated on December 31, 1999.
(2) Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
calculating the registration fee and is based upon the average of the high and
low sales prices of the Registrant's Common Stock as reported on The Nasdaq
National Market on March 28, 2000.
<PAGE>
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
This Registration Statement relates, in part, to the amendment of the
1999 Plan to increase the number of shares of Common Stock authorized to be
issued under the 1999 Plan from 737,750 to 5,648,881. An earlier Registration
Statement filed on Form S-8 (Commission File No. 333-89121) covering 737,750
shares of Common Stock issuable under the 1999 Plan is effective. Pursuant to
General Instruction E to Form S-8, the contents of the earlier Registration
Statement are incorporated herein by reference.
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 participants in the 1999 Plan and the 401(k) Plan 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 by the Registrant and the 401(k) Plan:
(a) The Registrant's 1999 Annual Report on Form 10-K which contains
audited consolidated financial statements for the Registrant as of December 31,
1998 and 1999 and for each of the years in the three-year period ended December
31, 1999.
(b) The Registrant's Current Report on Form 8-K filed with the
Commission, on December 30, 1999, as amended by the Registrant's Current Report
on Form 8-K/A filed with the Commission on February 29, 2000 with respect to the
Registrant's acquisition of Inlogic Software Inc.;
(c) The description of the Registrant's common stock, $0.01 par value
per share ("Common Stock") contained in the Registrant's Registration Statement
on Form 8-A, filed with the Commission on September 30, 1999 (Registration No.
000-27491).
All documents filed by the Registrant 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 filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Because the securities to be awarded pursuant to this registration
statement are either (i) registered under Section12 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.
There are no interests of named experts or counsel in the 401(k) Plan interests
being registered pursuant to this Registration Statement.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation provides that the
liability of the Registrant's directors for monetary damages shall be eliminated
to the fullest extent permissible under the Delaware General Corporation Law
(the "DGCL") and that the Registrant may indemnify its officers, employees and
agents to the fullest extent permitted under the DGCL.
The Registrant's Bylaws provide that the Registrant must indemnify its
directors against all liabilities to the fullest extent permitted under the DGCL
and that the Registrant must advance all reasonable expenses incurred in a
proceeding in which a director was either a party or a witness because he or she
was a director. The Registrant 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.
Not applicable.
ITEM 8. EXHIBITS.
(a) The following exhibits are filed with or incorporated by reference
into this Registration Statement pursuant to Item 601 of Regulation S-K:
EXHIBIT NO. DESCRIPTION
----------- ------------
3.1 The Registrant's Certificate of
Incorporation (incorporated by reference
to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1, filed
with the Commission on July 8, 1999,
Registration Number 333-82487).
5 Opinion of Morris, Manning & Martin, L.L.P., as to
the legality of the securities being registered.
23.1 Consent of KPMG LLP
23.2 Consent of Morris, Manning & Martin, L.L.P.
(included in Exhibit 5.1).
(b) The 401(k) Plan has or will be submitted to the Internal Revenue
Service ("IRS") in a timely manner, and the Registrant undertakes to submit to
the IRS in a timely manner any amendments to the 401(k) Plan, and to make any
changes required by the IRS in order to qualify the 401(k) Plan under the
Internal Revenue Code. The 401(k) plan was adopted on January 1, 2000 and
replaced a prior 401(k) plan which was terminated on December 31, 1999.
3
<PAGE>
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 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.
4
<PAGE>
SIGNATURES
THE REGISTRANT. 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 29th
day of March , 2000.
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:
<TABLE>
<S> <C> <C>
/S/ JAMES DALEEN Chairman of the Board March 29, 2000
- ------------------------------------ and Chief Executive Officer
JAMES DALEEN (Principal Executive Officer)
/S/ DAVID B. COREY President, Chief Operating Officer March 29, 2000
- ------------------------------------ and Director
DAVID B. COREY
/S/ MOHAMMAD AAMIR Executive Vice President March 29, 2000
- ------------------------------------ and Director
MOHAMMAD AAMIR
/S/ PAUL G. CATAFORD Director March 29, 2000
- ------------------------------------
PAUL G. CATAFORD
/S/ NEIL E. COX Director March 29, 2000
- ------------------------------------
NEIL E. COX
/S/ DANIEL J. FOREMAN Director March 29, 2000
- ------------------------------------
DANIEL J. FOREMAN
/S/ STEPHEN J. GETSY Director March 29, 2000
- ------------------------------------
STEPHEN J. GETSY
/S/ OFER NEMIROVSKY Director March 29, 2000
- ------------------------------------
OFER NEMIROVSKY
/S/ WILLIAM A. ROPER, JR. Director March 29, 2000
- ------------------------------------
WILLIAM A. ROPER, JR.
/S/ RICHARD A. SCHELL. Chief Financial Officer (Principal March 29, 2000
- ------------------------------------ Financial and Accounting Officer)
RICHARD A. SCHELL
</TABLE>
5
<PAGE>
THE PLAN. Pursuant to the Securities Act of 1933, as amended, the
trustees (or other persons who administer the 401(k) Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunder
duly authorized, in the city of Boca Raton, state of Florida, on March 29, 2000.
DALEEN TECHNOLOGIES, INC.
401(K) PROFIT SHARING PLAN
By: Daleen Technologies, Inc., as Plan Administrator
By: /S/ JAMES DALEEN
--------------------------------------------------
James Daleen
Chairman of the Board and Chief Executive Officer
6
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
------- ----------------------
3.1 The Registrant's Certificate of
Incorporation (incorporated by reference
to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1, filed
with the Commission on July 8, 1999,
Registration Number 333-82487).
5 Opinion of Morris, Manning & Martin, L.L.P., as to the
legality of the securities being registered.
23.1 Consent of KPMG LLP
23.2 Consent of Morris, Manning & Martin, L.L.P.
(included in Exhibit 5).
EXHIBIT 5
[Letterhead of Morris, Manning & Martin, L.L.P.]
March 30, 2000
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 "Registrant"), 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 4,936,131 shares of the Registrant's common
stock, $0.01 par value per share (the "Shares"), including 4,911,131 Shares
issuable pursuant to the Daleen Technologies, Inc. Amended and Restated Stock
Incentive Plan, and 25,000 shares that may be purchased under the Daleen
Technologies, Inc. 401(k) Profit Sharing Plan, including the related plan
interests.
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
Registrant 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 to the
Registrant's registration statement on Form S-8.
Very truly yours,
MORRIS, MANNING & MARTIN, L.L.P.
/s/ Morris, Manning & Martin, L.L.P.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Daleen Technologies, Inc.:
We consent to incorporation by reference herein of our report dated January 24,
2000 relating to the consolidated balance sheets of Daleen Technologies, Inc.,
as of December 31, 1998 and 1999, and the related consolidated statements of
operations, redeemable preferred stock and stockholders' (deficit) equity, and
cash flows for each of the years in the three-year period ended December 31,
1999 and the related financial statement schedule, which report appears in the
Company's 1999 Annual Report on Form 10-K.
/s/ KPMG LLP
Fort Lauderdale, Florida
March 29, 2000
