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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS OF OCTOBER 25, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INFINITY FINANCIAL TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7372 77-0227321
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
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640 CLYDE COURT
MOUNTAIN VIEW, CA 94043
(415) 940-6100
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES AND PRINCIPAL PLACE
OF BUSINESS)
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TERRY H. CARLITZ
CHIEF FINANCIAL OFFICER
640 CLYDE COURT
MOUNTAIN VIEW, CA 94043
(415) 940-6100
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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Copies to:
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<S> <C>
MICHAEL C. PHILLIPS, ESQ. DONALD M. KELLER, JR., ESQ.
CORI M. ALLEN, ESQ. SONYA F. ERICKSON, ESQ.
HANS J. BRASSELER, ESQ. SANJAY K. KHARE, ESQ.
Morrison & Foerster LLP Venture Law Group
755 Page Mill Road A Professional Corporation
Palo Alto, CA 94304 2800 Sand Hill Road
(415) 813-5600 Menlo Park, CA 94025
(415) 854-4488
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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. / /
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. /X/ 333-8647
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. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
TITLE OF
SHARES PROPOSED MAXIMUM PROPOSED MAXIMUM
TO BE AMOUNT TO OFFERING AGGREGATE AMOUNT OF
REGISTERED BE REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
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Common
Stock.. 218,500 shares(1) $ 16.00(2) $ 3,496,000(2) $ 1,206
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(1) Includes 28,500 shares which the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457 under the Securities Act of 1933, as amended.
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EXPLANATORY NOTE
Incorporated by reference herein is, in its entirety, the Registration
Statement on Form S-1 (File No. 333-8647) of Infinity Financial Technology, Inc.
which was declared effective by the Securities and Exchange Commission on
October 24, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Mountain
View, State of California on the 25th day of October, 1996.
INFINITY FINANCIAL TECHNOLOGY, INC.
By: /S/ TERRY H. CARLITZ
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Terry H. Carlitz
Chief Financial Officer and Vice
President, Finance
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/S/ ROGER A. LANG* President, Chief Executive October 25, 1996
- ------------------------------------------ Officer and Director
Roger A. Lang (Principal Executive
Officer)
/S/ TERRY H. CARLITZ Chief Financial Officer and October 25, 1996
- ------------------------------------------ Vice President, Finance
Terry H. Carlitz (Principal Financial and
Accounting Officer)
/S/ CHARLES H. MARSTON* Director October 25, 1996
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Charles H. Marston
/S/ TILL M. GULDIMANN* Director October 25, 1996
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Till M. Guldimann
/S/ JOHN C. LEWIS* Director October 25, 1996
- ------------------------------------------
John C. Lewis
/S/ DOUGLAS M. LEONE* Director October 25, 1996
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Douglas M. Leone
/S/ JAMES A. DORRIAN* Director October 25, 1996
- ------------------------------------------
James A. Dorrian
*BY: /S/ TERRY H. CARLITZ
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Terry H. Carlitz
Attorney-in-fact
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<PAGE> 1
EXHIBIT 5.1
October 25, 1996
Infinity Financial Technology, Inc.
640 Clyde Court
Mountain View, CA 94043
RE: Registration Statement on Form S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed under Rule
462(b) of the Securities Act of 1993, as amended (the "1933 Act"), by Infinity
Financial Technology, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission on October 25, 1996 (the "Registration
Statement"), relating to the registration under the 1933 Act, of up to 218,500
shares of the Company's common stock, $0.001 par value (the "Stock") (including
28,500 shares subject to the underwriters' over-allotment option) which are to
be offered and sold by certain selling stockholders (the "Selling
Stockholders"). We understand that the Stock is to be sold to the underwriters
named in the Registration Statement for resale to the public. As counsel to the
Company, we have examined the proceedings taken, and are familiar with the
proceedings proposed to be taken, in connection with the issuance and sale by
the Selling Stockholders of the Stock.
We are of the opinion that the shares of Stock to be offered and sold by
the Selling Stockholders have been duly authorized and legally issued and are
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement, the prospectus constituting a part thereof and any amendments
thereto.
Very truly yours,
/s/ Morrison & Foerster LLP
Morrison & Foerster LLP
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Exhibit 23.2
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-1) filed pursuant to Rule 462(b) of the Securities and Exchange Act of
1933, as amended, of our reports dated March 7, 1996, except for Note 8 as to
which the date is September 23, 1996, with respect to the consolidated financial
statements and schedule of Infinity Financial Technology, Inc., included in its
Registration Statement (Form S-1, No 333-8647) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Palo Alto, California
October 24, 1996
