<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 24, 2000
REGISTRATION NO. 333-94657
--------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
PUMA TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7372 77-0349154
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD (I.R.S. EMPLOYER
OF INCORPORATION OR INDUSTRIAL CLASSIFICATION IDENTIFICATION NUMBER)
ORGANIZATION) CODE NUMBER)
2550 N. FIRST STREET
SAN JOSE, CALIFORNIA 95131
(408) 321-7650
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
KELLY J. HICKS
VICE PRESIDENT, OPERATIONS AND CHIEF FINANCIAL OFFICER
PUMA TECHNOLOGY, INC.
2550 N. FIRST STREET
SAN JOSE, CALIFORNIA 95131
(408) 321-7650
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
SUSAN J. SKAER, ESQ.
GENERAL COUNSEL ASSOCIATES LLP
1891 LANDINGS DRIVE
MOUNTAIN VIEW, CALIFORNIA 94043
(650) 428-3900
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
Upon consummation of the Puma-NetMind merger described herein.
If the securities being registered on this Form are to be offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, 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, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ X] Registration No. 333-94657
If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE PRICE
----- -----
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 41,051 shares(1) $113.50(2) $4,659,289 $1,230.05
---------------- ---------- ---------- ---------
</TABLE>
(1) Represents the number of shares of the Common Stock of the Registrant
which may be issued to shareholders of NetMind Technologies, Inc., a
California corporation, in connection with the merger of Rocket Kitty
Acquisition Corporation, a Delaware corporation, with and into NetMind
Technologies, Inc. as described in Registration Statement No. 333-94657,
which was previously filed on Form S-4 on January 14, 2000. In connection
with the filing of the Registration Statement, 4,558,249 shares of the
common stock, par value $0.001 per share, of Registrant were registered
with the Securities and Exchange Commission and a fee of $127,295.00 was
paid.
(2) Pursuant to Rule 457(f)(2) under the Securities Act of 1933, as
amended, the maximum aggregate offering price for the additional shares
being registered has been calculated based on the average of the high and
low prices per share of Puma's Common Stock on February 18, 2000 as
reported on the Nasdaq National Market.
<PAGE>
The contents of the earlier registration statement on Form S-4,
No. 333--94657, are hereby incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Jose, State of
California, on the 22nd day of February, 2000.
PUMA TECHNOLOGY, INC.
By: /s/KELLY J. HICKS
--------------------------------------------
Kelly J. Hicks, Vice President of Operations and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
* Chairman of the Board of Directors February 22, 2000
--------------------------------
MICHAEL M. CLAIR
* President, Chief Executive Officer and Director February 22, 2000
-------------------------------- (Principal Executive Officer)
BRADLEY A. ROWE
/s/KELLY J. HICKS Vice President of Operations and February 22, 2000
-------------------------------- Chief Financial Officer
KELLY J. HICKS (Principal Financial and Accounting Officer)
* Senior Vice President, General Manager February 22, 2000
-------------------------------- of the Enterprise Division and Director
STEPHEN A. NICOL
* Director February 22, 2000
--------------------------------
TYRONE F. PIKE
* Director February 22, 2000
--------------------------------
M. BRUCE NAKAO
*By: /s/KELLY J. HICKS
------------------------------------
Kelly J. Hicks, Attorney in Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
Number Document
- ------- --------
5.1 Opinion of Counsel as to Legality of Additional Securities Being
Registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of General Counsel Associates LLP (contained in Exhibit 5.1
hereto).
23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
<PAGE>
CONSENT OF GENERAL COUNSEL ASSOCIATES LLP
EXHIBIT 5.1
[GENERAL COUNSEL ASSOCIATES LLP LETTERHEAD]
February 24, 2000
Puma Technology, Inc.
2550 North First Street, Suite 500
San Jose, California 95131
RE: REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
We have examined the Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 (No. 333- 94657 thereto filed with the Securities and
Exchange Commission on February 24, 2000 (the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as amended,
of an additional 41,051 shares of your Common Stock (the "Shares"). As your
legal counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the issuance of the Shares pursuant to the acquisition
transaction set forth and described in the Registration Statement.
It is our opinion that, when issued in the manner described in the
Registration Statement, the Shares will be legally and validly issued,
fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name whenever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
GENERAL COUNSEL ASSOCIATES LLP
/s/ General Counsel Associates LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-4 of
Puma Technology, Inc, of our report dated August 20, 1999, except for Note
12, which is as of August 24, 1999, relating to the financial statements of
Puma Technology, Inc. which appears in such Registration Statement. We also
consent to the reference to us under the heading "Experts" in such
Registration Statement.
PRICEWATERHOUSECOOPERS LLP
/s/ PricewaterhouseCoopers LLP
San Jose, California
February 24, 2000
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-4 of
Puma Technology, Inc, of our report dated March 5, 1999 relating to the
financial statements of NetMind Technologies, Inc. which appears in such
Registration Statement. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
San Jose, California
February 24, 2000
