<PAGE>
As filed with the Securities and Exchange Commission on November 21, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
ONYX SOFTWARE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
----------------
<TABLE>
<S> <C>
Washington 91-1629814
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
</TABLE>
3180--139th Avenue SE, Suite 500
Bellevue, WA 98005-4091
(425) 451-8060
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
----------------
Brent R. Frei
President, Chief Executive Officer and
Chairman of the Board
3180--139th Avenue SE, Suite 500
Bellevue, WA 98005-4091
(425) 451-8060
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
----------------
COPIES TO:
Stephen M. Graham
Alan C. Smith
Orrick, Herrington & Sutcliffe LLP
701 Fifth Avenue, Suite 6500
Seattle, WA 98104
(206) 839-4300
----------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]____________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Title of each class of Proposed maximum Amount of
securities to be registered aggregate offering price registration fee
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<S> <C> <C>
Common Stock, par value $0.01 per share........ $100,000,000 $26,400
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</TABLE>
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 this registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until a registration statement covering these +
+securities is filed with the Securities and Exchange Commission and is +
+effective. This prospectus is not an offer to sell these securities and we +
+are not soliciting offers to buy these securities in any state where the +
+offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED NOVEMBER 21, 2000
PROSPECTUS
[ONYX LOGO]
ONYX SOFTWARE CORPORATION
$100,000,000
Common Stock
-----------
We may sell shares of the common stock offered by this prospectus from time
to time, up to an aggregate amount of $100,000,000. We will describe the
specific terms and amounts of the common stock offered in a prospectus
supplement that will accompany this prospectus. You should read both the
prospectus supplement and this prospectus carefully before you invest in our
common stock. This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement.
Our common stock is quoted on the Nasdaq National Market under the symbol
"ONXS." The last reported sales price of our common stock on November 17, 2000
was $14.875 per share.
-----------
Investing in our common stock involves risks. See "Risk Factors" on page 5.
-----------
The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
-----------
The date of this prospectus is , 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
About This Prospectus................................................... 3
Onyx Software Corporation............................................... 3
Where You Can Find More Information..................................... 4
Special Note Regarding Forward-Looking Statements....................... 5
Risk Factors............................................................ 5
Use of Proceeds......................................................... 5
Plan of Distribution.................................................... 6
Legality of Common Stock................................................ 8
Experts................................................................. 8
</TABLE>
----------------
You should rely only on the information provided or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone to provide you with different information. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than its date, regardless of the time of
delivery of the prospectus or prospectus supplement or any sale of common
stock.
This prospectus is an offer to sell and a solicitation of an offer to buy
the securities offered by this prospectus only in jurisdictions where the
offer or sale is permitted.
2
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement on Form S-3 that
we filed with the Securities and Exchange Commission, or SEC. Each time we
sell our common stock under this prospectus we will provide a prospectus
supplement that will contain specific information about the terms of that
offering, including the price, amount of common stock being offered and the
plan of distribution. The prospectus supplement for a particular offering may
also add, update or change information contained in this prospectus. In
addition, we may update or supplement any prospectus supplement relating to a
particular offering. You should read both this prospectus and any applicable
prospectus supplement together with the additional information about Onyx
described in the section below entitled "Where You Can Find More Information."
ONYX SOFTWARE CORPORATION
Onyx Software Corporation is a leading provider of enterprise-wide,
customer-centric e-business solutions. Using the Internet in combination with
traditional forms of interaction, including phone, mail, fax and e-mail, our
solution enables enterprises to more effectively acquire, manage and maintain
customer, partner and other relationships. We designed our solutions for
companies that want to merge new e-business processes with traditional
business processes to enhance their customer-facing operations. Our solutions
use a single data model across all customer interactions, resulting in a
single repository for all marketing, sales and service information. From
inception, we designed our solutions to be integrated across a wide variety of
customer-facing departments and interaction media. Our solutions are easy to
use, widely accessible, rapidly deployable, scalable, flexible, customizable
and reliable, resulting in a low total cost of ownership and rapid return on
investment.
We were incorporated in the state of Washington in 1994. Our executive
offices are located at 3180--139th Avenue SE, Suite 500, Bellevue, Washington,
98005-4091, and our telephone number is (425) 451-8060.
In this prospectus, "Onyx," "we," "us" and "our" refer to Onyx Software
Corporation and its subsidiaries.
3
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. We have filed with the SEC a registration statement
under the Securities Act of 1933 relating to the common stock being offered by
this prospectus. As permitted by the SEC rules, this prospectus omits certain
information included in the registration statement. For a more complete
understanding of the common stock and this offering, you should refer to the
registration statement, including its exhibits.
SEC rules allow us to "incorporate by reference" the information we file
with the SEC, which means we can disclose important information to you by
referring you to those documents. The information included in the following
documents is incorporated by reference and is considered to be a part of this
prospectus:
1. Our annual report on Form 10-K for the year ended December 31, 1999;
2. Our definitive proxy statement dated April 28, 2000, relating to our May
31, 2000 annual meeting of shareholders;
3. Our quarterly reports on Form 10-Q for the quarters ended March 31, 2000,
June 30, 2000 and September 30, 2000;
4. Our current reports on Form 8-K filed February 4, 2000, March 9, 2000,
May 1, 2000, July 17, 2000, October 23, 2000 and November 21, 2000; and
5. Our registration statement on Form 8-A filed on February 8, 1999, which
contains a description of our common stock.
We also incorporate by reference all documents we file under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (a) after the filing
date of the initial registration statement of which this prospectus is a part
and before the effectiveness of the registration statement and (b) after the
effectiveness of the registration statement and before all of the shares
registered under the registration statement are sold. The most recent
information that we file with the SEC automatically updates and supersedes
older information. The information contained in any such filing will be deemed
to be part of this prospectus as of the date on which the document is filed,
and any older information that has been modified or superseded will not be
deemed to be a part of this prospectus.
Upon request, we will provide without charge to each person who receives a
prospectus, including any beneficial owner, a copy of the information that has
been incorporated by reference in this prospectus. Please direct your request,
either in writing or by telephone, to the Secretary, Onyx Software
Corporation, 3180--139th Avenue SE, Suite 500, Bellevue, Washington 98005-
4091; (425) 451-8060.
You may also inspect and copy the registration statement and other documents
that we have filed with the SEC at prescribed rates at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's regional offices at Seven World Trade
Center, 13th Floor, New York, New York 10048 and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain
information regarding the Washington, D.C. Public Reference Room by calling
the SEC at 1-800-SEC-0330. In addition, the registration statement is publicly
available through the SEC's Web site at http://www.sec.gov.
4
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this prospectus and in the documents
incorporated by reference into this prospectus contain forward-looking
statements, which provide our current expectations or forecasts of future
events. Words such as "believes," "anticipates" and "intends" may identify
forward-looking statements, but the absence of these words does not
necessarily mean that a statement is not forward looking. Forward-looking
statements include statements about our plans, objectives, expectations and
intentions and other statements that are not historical facts. They are
subject to known and unknown risks and uncertainties and inaccurate
assumptions that could cause actual results to differ materially from those
expected or implied by the forward-looking statements. Our actual results
could differ materially from those anticipated in the forward-looking
statements for many reasons, including the factors described in the section
entitled "Risk Factors" in the applicable prospectus supplement. Other factors
besides those described in the applicable prospectus supplement could also
affect actual results.
You should not unduly rely on these forward-looking statements, which speak
only as of the date of this prospectus. We undertake no obligation to publicly
revise any forward-looking statement to reflect circumstances or events after
the date of this prospectus or to reflect the occurrence of unanticipated
events. You should, however, review the factors and risks we describe in the
reports we file from time to time with the SEC.
RISK FACTORS
This offering involves a high degree of risk. Before you invest in our
common stock, you should carefully consider the risk factors described in the
section entitled "Risk Factors" in the applicable prospectus supplement,
together with all of the other information included in or incorporated by
reference into this prospectus and the applicable prospectus supplement. If
any of these risks actually occur, our business, financial condition and
operating results could be harmed. This could cause the market price of our
common stock to decline, and you could lose all or part of your investment.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, we
intend to use any net proceeds from the sale of common stock offered by this
prospectus for additional working capital and other general corporate
purposes, as well as the possible acquisition of or investment in
complementary businesses and technologies. Until we have used the net
proceeds, we may invest them in short-term marketable securities.
5
<PAGE>
PLAN OF DISTRIBUTION
We may sell the common stock offered by this prospectus in one or more
transactions
. to or through underwriters;
. through dealers, agents or institutional investors;
. directly to purchasers; or
. through a combination of these methods.
We may sell the common stock at a fixed price or prices that may change, at
prevailing market prices, at prices relating to prevailing market prices or at
negotiated prices. Regardless of the method we use to sell the common stock in
a particular offering, we will provide a prospectus supplement that will
disclose the following information with respect to that offering:
. the identity of any underwriters, dealers, agents or purchasers that
will purchase the common stock;
. the material terms of the distribution, including the number of shares
and the consideration to be paid;
. the amount of any compensation, discounts or commissions to be received
by underwriters, dealers or agents;
. the terms of any indemnification provisions; and
. the nature of any transaction by an underwriter, dealer or agent during
the offering that is intended to stabilize or maintain the market price
of the common stock.
Underwriters, dealers, agents or other purchasers may sell the common stock at
a fixed price or prices that may change, at prices set at or relating to
prevailing market prices or at negotiated prices.
In connection with the sale of our common stock, underwriters, dealers or
agents may receive compensation from us, or from the purchasers of the common
stock for whom they may act as agents, in the form of discounts, concessions
or commissions. Underwriters, dealers, agents or purchasers that participate
in the distribution of the common stock, and any broker-dealers or other
persons acting on behalf of parties that participate in the distribution of
the common stock, may be deemed to be underwriters under the Securities Act.
Any discounts or commissions they receive and any profit on the resale of the
common stock they receive may be deemed to be underwriting discounts and
commissions under the Securities Act. Any person deemed to be an underwriter
may be subject to statutory liabilities, including those under Sections 11, 12
and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.
Only underwriters named in the applicable prospectus supplement, if any,
will be underwriters of the common stock offered through that prospectus
supplement. Any underwriters used in an offering will acquire the common stock
for their own account and may resell the common stock from time to time in one
or more transactions, at a fixed public offering price or at varying prices
determined at the time of sale. We may offer the common stock to the public
through underwriting syndicates represented by managing underwriters or
through underwriters without a syndicate. Any public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may change
from time to time.
We may designate agents to distribute the common stock offered by this
prospectus. Unless the prospectus supplement states otherwise, any such agent
will act on a best-efforts basis for the period of appointment. We may
authorize dealers or other persons acting as our agents to solicit offers by
institutional investors to purchase the common stock from us under contracts
that provide for payment and delivery on a future date. We may enter into
agreements directly with purchasers that provide for the sale of the common
stock over a period of time by means of draw-downs at our election, which the
purchaser would be obligated to accept under specified conditions. Under a
draw-down agreement, we may sell common stock at a per-share purchase price
discounted from the market price of our common stock. We may also enter into
agreements for sales of common stock based
6
<PAGE>
on combinations of or variations from these methods. We will describe in the
applicable prospectus supplement the terms and conditions of any such
agreements and any related commissions we will pay. Agents and underwriters
may also engage in transactions with us or perform services for us in the
ordinary course of business.
In connection with an offering of our common stock, underwriters and
purchasers that may be deemed to be underwriters under the Securities Act may
engage in transactions that stabilize, maintain or otherwise affect the price
of the common stock. For example, they may
. over-allot in connection with the offering, creating a syndicate short
position for their own account;
. bid for and purchase our common stock in the open market to cover short
positions or to stabilize the price of our common stock; or
. reclaim selling concessions allowed for distributing our common stock in
the offering if the underwriters repurchase previously distributed
common stock in transactions to cover short positions, stabilization
transactions or otherwise.
Any of these activities may stabilize or maintain the market price above
independent market levels. Underwriters are not required to engage in these
activities and may terminate any such activity at any time. In engaging in any
such activities, underwriters will be subject to the applicable provisions of
the Securities Act and the Exchange Act and the rules and regulations under
those acts. Regulation M under the Securities Act, for example, may restrict
the ability of any person engaged in the distribution of the common stock to
engage in market-making activities with respect to the common stock, and the
anti-manipulation rules under the Exchange Act may also apply to market sales
of the common stock. These provisions may affect the marketability of the
common stock and the ability of any person to engage in market-making
activities with respect to the common stock.
We may agree to indemnify underwriters, dealers, agents or other purchasers
against civil liabilities they may incur in connection with the offer and sale
of the common stock offered by this prospectus, including liabilities under
the Securities Act. We may also agree to contribute to payments that these
persons may be required to make with respect to these liabilities.
7
<PAGE>
LEGALITY OF COMMON STOCK
Orrick, Herrington & Sutcliffe LLP, Seattle, Washington has provided us with
an opinion that the shares of common stock offered by this prospectus will be
duly authorized, validly issued, fully paid and nonassessable.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our annual report on Form 10-K
for the year ended December 31, 1999, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedule are incorporated in reliance
on Ernst & Young LLP's report, given on their authority as experts in
accounting and auditing.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table lists the costs and expenses payable by the registrant
in connection with the issuance and sale of the common stock covered by this
registration statement. All amounts shown are estimates except the SEC
registration fee.
<TABLE>
<CAPTION>
Amount
To Be Paid
----------
<S> <C>
SEC registration fee.............................................. $ 26,400
Nasdaq fee........................................................ 35,000
Printing and engraving expenses................................... 200,000
Legal fees and expenses........................................... 200,000
Accounting fees and expenses...................................... 100,000
Transfer agent and registrar fees................................. 15,000
Miscellaneous expenses............................................ 23,600
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Total........................................................... $600,000
========
</TABLE>
Item 15. Indemnification of Directors and Officers
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933. Section 10 of the
registrant's bylaws provides for indemnification of the registrant's
directors, officers, employees and agents to the maximum extent permitted by
Washington law. The directors and officers of the registrant also may be
indemnified against liability they incur for serving in that capacity under a
directors' and officers' liability insurance policy maintained by the
registrant.
Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary
damages for acts or omissions as a director, except in certain circumstances
involving intentional misconduct, knowing violations of law, self-dealing or
illegal corporate loans or distributions, or any transaction from which the
director personally receives a benefit in money, property or services to which
the director is not legally entitled. Section 5.2 of the registrant's articles
of incorporation contains provisions implementing, to the fullest extent
permitted by Washington law, these limitations on a director's liability to
the registrant and its shareholders.
The registrant has entered into indemnification agreements with certain of
its officers and directors. The indemnification agreements provide the
registrant's officers and directors with indemnification to the fullest extent
permitted by applicable law.
II-1
<PAGE>
Item 16. Exhibits
<TABLE>
<CAPTION>
Number Description
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<C> <S>
1.1 Form of Underwriting Agreement(s)*
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality of
the shares being registered
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit
5.1)
24.1 Power of Attorney (contained on signature page)
</TABLE>
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* If the registrant enters into any underwriting agreements, the registrant
will file the agreement(s) with the SEC in an amendment to this
registration statement or in a current report on Form 8-K, in accordance
with Item 601 of Regulation S-K.
Item 17. Undertakings
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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,
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment is
contained in periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 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 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 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.
II-2
<PAGE>
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 provisions described in Item 15 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 these 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 a 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 this indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of the issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Seattle, state of Washington, on the 20th day of
November, 2000.
Onyx Software Corporation
/s/ Brent R. Frei
By: _________________________________
Brent R. Frei
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and
appoints Brent R. Frei and Amy E. Kelleran, and each of them, with full power
of substitution and resubstitution and full power to act without the other, as
his or her true and lawful attorney-in-fact and agent to act in his or her
name, place and stead and to execute in the name and on behalf of each such
person, individually and in each capacity stated below, and to file, any and
all amendments to this Registration Statement, including any and all post-
effective amendments and amendments thereto and any registration statement
relating to the same offering as this Registration Statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission. Each such
person grants to the attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing, ratifying
and confirming all that the attorneys-in-fact and agents or either of them, or
her, his or their substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 20th day of November, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Brent R. Frei President, Chief Executive Officer and
______________________________________ Chairman of the Board of Directors
Brent R. Frei (Principal Executive Officer)
/s/ Amy E. Kelleran Interim Chief Financial Officer and Assistant
______________________________________ Secretary (Principal Financial and Chief
Amy E. Kelleran Accounting Officer)
/s/ H. Raymond Bingham Director
______________________________________
H. Raymond Bingham
/s/ William B. Elmore Director
______________________________________
William B. Elmore
/s/ Paul G. Koontz Director
______________________________________
Paul G. Koontz
/s/ Lee D. Roberts Director
______________________________________
Lee D. Roberts
/s/ Daniel R. Santell Director
______________________________________
Daniel R. Santell
</TABLE>
II-4
<PAGE>
ONYX SOFTWARE CORPORATION
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement(s)*
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality
of the shares being registered
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit
5.1)
24.1 Power of Attorney (contained on signature page)
</TABLE>
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* If the registrant enters into any underwriting agreements, the registrant
will file the agreement(s) with the SEC in an amendment to this
registration statement or in a current report on Form 8-K, in accordance
with Item 601 of Regulation S-K.
