<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 1999.
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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QUINTUS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7372 77-0021612
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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47212 MISSION FALLS COURT
FREMONT, CALIFORNIA 94539
(510) 624-2800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ALAN K. ANDERSON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
QUINTUS CORPORATION
47212 MISSION FALLS COURT
FREMONT, CALIFORNIA 94539
(510) 624-2800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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<S> <C>
SCOTT C. DETTMER DOUGLAS H. COLLOM
DAVID T. YOUNG ROBERT F. KORNEGAY
DOUGLAS T. SHEEHY PRIYA CHERIAN HUSKINS
KEVIN A. LUCAS SCOTT GIESLER
GUNDERSON DETTMER STOUGH WILSON SONSINI GOODRICH & ROSATI
VILLENEUVE FRANKLIN & HACHIGIAN, LLP PROFESSIONAL CORPORATION
155 CONSTITUTION DRIVE 650 PAGE MILL ROAD
MENLO PARK, CALIFORNIA 94025 PALO ALTO, CALIFORNIA 94304
(650) 321-2400 (650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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, as amended, 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] 333-86919
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 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. [ ] _____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE PRICE REGISTRATION FEE
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Common Stock, par value $0.001......... 575,000 $18.00 $10,350,000 $2,880
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(1) Includes 75,000 shares which the Underwriters have the option to purchase to
cover over-allotments, if any.
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.
In accordance with General Instruction V to Form S-1 and Rule 462(b)
promulgated under the Securities Act of 1933, this Registration Statement
incorporates by reference the contents of the Registration Statement (File No.
333-86919) filed with the Securities and Exchange Commission on September 10,
1999.
CERTIFICATION.
Quintus Corporation hereby certifies to the Securities and Exchange
Commission that (1) it has instructed its bank to pay the filing fee set forth
on the cover page of this registration statement by a wire transfer of such
amount to the Commission's account at Mellon Bank as soon as practicable, but
not later than the close of business on November 16, 1999; (2) it will not
revoke those instructions; and (3) it has sufficient funds in its account to
cover the amount of the filing fee.
EXHIBITS.
The following exhibits are filed herewith:
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
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<C> <S>
Opinion of Gunderson Dettmer Strough Villeneuve Franklin &
5.1 Hachigian, LLP.
23.1 Consent of Deloitte & Touch LLP, Independent Auditors.
23.2 Consent of Ernst & Young LLP Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
23.4 Consent of Counsel. Reference is made to Exhibit 5.1.
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<PAGE> 3
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 Fremont,
State of California, on this 15th day of November, 1999.
QUINTUS CORPORATION
By: /s/ ALAN K. ANDERSON
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Alan K. Anderson
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES
INDICATED:
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ ALAN K. ANDERSON Chief Executive Officer November 15, 1999
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Alan K. Anderson and Director
/s/ SUSAN SALVESEN Chief Financial Officer November 15, 1999
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Susan Salvesen Accounting Officer) and
Secretary
* Director November 15, 1999
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Paul H. Bartlett
* Director November 15, 1999
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Andrew Busey
* Director November 15, 1999
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Fredric W. Harman
* Director November 15, 1999
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William Herman
* Director November 15, 1999
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Alexander Rosen
* Director November 15, 1999
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Robert W. Shaw
* Director November 15, 1999
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Jeanne Wohlers
*By: /s/ SUSAN SALVESEN
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Susan Salvesen
Attorney-in-Fact
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
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<C> <S>
Opinion of Gunderson Dettmer Strough Villeneuve Franklin &
5.1 Hachigian, LLP.
23.1 Consent of Deloitte & Touch LLP, Independent Auditors.
23.2 Consent of Ernst & Young LLP Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
23.4 Consent of Counsel. Reference is made to Exhibit 5.1.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[GUNDERSON DETTMER LETTERHEAD]
November 15, 1999
Quintus Corporation
47212 Mission Falls Court
Fremont, California 94539
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 originally filed by
Quintus Corporation (the "Company") with the Securities and Exchange Commission
(the "Commission") on November 15, 1999, pursuant to Rule 462(b) under the
Securities Act, as thereafter amended or supplemented (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of up to 575,000 shares of the Company's Common Stock (the
"Shares"). The Shares, which include an over-allotment option granted by the
Company to the Underwriters to purchase up to 75,000 additional shares of the
Company's Common Stock, are to be sold to the Underwriters by the Company as
described in the Registration Statement for resale to the public. As your
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 sale and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares being sold by the Company and upon completion of the proceedings being
taken in order to permit such transactions to be carried out in accordance
with the securities laws of the various states where required, the Shares
being sold by the Company, when issued and sold in the manner described in the
Registration Statement and in accordance with the resolutions adopted by the
Board of Directors of the Company, will be legally and validly issued, fully
paid and non-assessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in said
Registration Statement, including the prospectus constituting a part thereof,
and in any amendment or supplement thereto.
Very truly yours,
/s/ Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Quintus
Corporation on Form S-1 of our report dated June 18, 1999 (November 10, 1999 as
to Note 15), our report dated June 18, 1999 relating to the financial statement
schedule, and to the reference to us under the headings "Selected Consolidated
Financial Data" and "Experts," all of which are incorporated by reference in
this Registration Statement.
/s/ Deloitte & Touche LLP
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San Jose, California
November 15, 1999
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Quintus
Corporation on Form S-1 of our report dated June 18, 1999 (November 10, 1999 as
to Note 15), our report dated June 18, 1999 relating to the financial statement
schedule, and to the reference to us under the headings "Selected Consolidated
Financial Data" and "Experts," all of which are incorporated by reference in
this Registration Statement.
/s/ Deloitte & Touche LLP
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San Jose, California
November 15, 1999
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Quintus
Corporation on Form S-1 of our report dated June 18, 1999 (November 10, 1999 as
to Note 15), our report dated June 18, 1999 relating to the financial statement
schedule, and to the reference to us under the headings "Selected Consolidated
Financial Data" and "Experts," all of which are incorporated by reference in
this Registration Statement.
/s/ Deloitte & Touche LLP
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San Jose, California
November 15, 1999
