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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SALESLOGIX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 86-0808340
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NO.)
8800 N. GAINEY DRIVE, SUITE 200
SCOTTSDALE, ARIZONA 85258
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
SALESLOGIX CORPORATION 1999 EQUITY INCENTIVE PLAN
SALESLOGIX CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
SALESLOGIX CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
PATRICK M. SULLIVAN COPY TO:
PRESIDENT, CHIEF EXECUTIVE OFFICER AND THOMAS H. CURZON
CHAIRMAN OF THE BOARD OSBORN MALEDON, P.A.
SALESLOGIX CORPORATION 2929 NORTH CENTRAL AVENUE
8800 N. GAINEY DRIVE, SUITE 200 PHOENIX, ARIZONA 85012-2794
SCOTTSDALE, ARIZONA 85258 (602) 640-9000
(602) 368-3700
FAX (602) 368-3799
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED MAXIMUM
NUMBER TO BE MAXIMUM AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) OFFERING PRICE PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value, subject to
outstanding options with fixed exercise prices
under the SalesLogix Corporation 1996 Equity
Incentive Plan 301,912 $ 0.15(2) $ 45,286.80 $ 12.59
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16,480 0.20(2) 3,296.00 .92
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139,611 0.24(2) 33,506.64 9.31
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86,321 0.48(2) 41,434.08 11.52
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71,882 0.60(2) 43,129.20 11.99
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685,170 1.53(2) 1,048,310.10 291.43
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594,808 9.00(2) 5,353,272.00 1,488.21
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37,282 13.08(2) 487,648.56 135.57
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Common Stock, $.01 par value, not subject to
outstanding options or not having fixed exercise
prices under the:
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SalesLogix Corporation 1996 Equity
Incentive Plan 1,228,905 $11.8125(3) $14,516,440.00 4,035.57
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SalesLogix Corporation 1999 Employee Stock
Purchase Plan 300,000 $11.8125(3) $ 3,543,750.00 985.16
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SalesLogix Corporation 1999 Non-Employee
Director Stock Option Plan 200,000 $11.8125(3) $ 2,362,500.00 656.78
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TOTAL: 3,699,653 $27,918,965.00 $7,639.05
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</TABLE>
(1) Based on shares subject to outstanding options or reserved for future
issuance pursuant to employee benefit plans as of June 16, 1999. Together
with an indeterminate number of additional shares which may be necessary to
adjust the number of shares reserved for issuance pursuant to such employee
benefit plans as the result of any future stock split, stock dividend or
similar adjustment of the registrant's outstanding Common Stock.
(2) Computed pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based upon the exercise prices of options granted as of the filing
date of this Registration Statement.
(3) Estimated as of June 16, 1999, solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended, based upon the average of the high and low prices of the
registrant's common stock for June 16, 1999, as listed on the Nasdaq Stock
Market.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement:
(a) The registrant's prospectus (the "Prospectus") filed with the
Securities and Exchange Commission (the "Commission") on May 27, 1999 pursuant
to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act");
(b) The description of the registrant's Common Stock contained in the
Registration Statement on Form 8-A filed on May 21, 1999, under Section 12(g) of
the Exchange Act, including any amendments or reports for the purpose of
updating such description.
All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment, which indicates that the securities
offered hereby have been sold or which deregisters the securities covered hereby
then remaining unsold, shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The registrant's fifth restated certificate of incorporation ("Restated
Certificate") provides that the registrant shall indemnify directors, officers
and their legal representatives to the fullest extent permitted by the Delaware
general corporate law ("DGCL"). The DGCL contains an extensive indemnification
provision which provides that a corporation shall have the power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In suits by or in the
right of a corporation, only expenses and not judgments, fines and amounts paid
in settlement may be indemnified against. In addition, if a director or
successfully defends against such action, suit or proceeding, such officer or
director must be indemnified against expenses.
The Restated Certificate also provides that directors of the registrant
shall not be personally liable to the registrant or its stockholders for
monetary damages for breach of fiduciary duty. However, this provision does not
eliminate or limit the liability of a director for breach of the director's duty
of loyalty to the registrant or its stockholders, for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, for the payment of dividends or distributions or the redemption or purchase
of the registrant's shares of stock in violation of the DGCL, or for any
transaction from which the director derives an improper personal benefit. This
provision does not affect any liability of a director or officer under the
federal securities laws.
The Restated Certificate requires and the DGCL authorizes, the
registrant to indemnify directors and officers on terms sufficiently broad to
permit indemnification under certain circumstances for liabilities arising under
the Securities Act. The directors and officers of the registrant also may be
indemnified against liability they may incur for serving in that capacity
pursuant to a liability insurance policy maintained by the registrant for such
purpose.
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ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
5.1 Opinion of Osborn Maledon, P.A. regarding legality of the
Common Stock being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Ernst & Young LLP, Independent Auditors
23.4 Consent of Osborn Maledon, P.A. (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 SalesLogix Corporation 1996 Equity Incentive Plan
(incorporated by reference to Exhibit 10.4 to the
Registration Statement on Form S-1)
99.2 SalesLogix Corporation 1999 Non-Employee Director Stock
Option Plan (incorporated by reference to Exhibit 10.6 to
the Registration Statement on Form S-1)
99.3 SalesLogix Corporation 1999 Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.7 to the
Registration Statement on Form S-1)
</TABLE>
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 this 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 this
Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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 this 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
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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.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Scottsdale, State of Arizona, on the 22nd day of
June, 1999.
SALESLOGIX CORPORATION
By: /s/ Patrick M. Sullivan
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Patrick M. Sullivan
President and Chief Executive Officer
Each person whose individual signature appears below hereby authorizes
Patrick M. Sullivan and Gary R. Acord, or either of them, as attorneys-in-fact
with full power of substitution, to execute in the name and on behalf of each
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.
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 22nd day of June, 1999.
<TABLE>
<CAPTION>
SIGNATURE Title
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<S> <C>
/s/ Patrick M. Sullivan President, Chief Executive Officer and Chairman of the
- ----------------------------------------- Board (Principal Executive Officer)
Patrick M. Sullivan
/s/ Gary R. Acord Vice President, Chief Financial Officer, Secretary and
- ----------------------------------------- Treasurer (Principal Financial and Accounting Officer)
Gary R. Acord
/s/ Harry D. Lambert Director
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Harry D. Lambert
/s/ Deepak Kamra Director
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Deepak Kamra
/s/ Anthony P. Morris Director
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Anthony P. Morris
/s/ David C. Schwab Director
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David C. Schwab
/s/ Craig A. Conway Director
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Craig A. Conway
/s/ John B. Carrington Director
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John B. Carrington
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
5.1 Opinion of Osborn Maledon, P.A. regarding legality of the
Common Stock being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Ernst & Young LLP, Independent Auditors
23.4 Consent of Osborn Maledon, P.A. (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 SalesLogix Corporation 1996 Equity Incentive Plan
(incorporated by reference to Exhibit 10.4 to the
Registration Statement on Form S-1)
99.2 SalesLogix Corporation 1999 Non-Employee Director Stock
Option Plan (incorporated by reference to Exhibit 10.6 to
the Registration Statement on Form S-1)
99.3 SalesLogix Corporation 1999 Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.7 to the
Registration Statement on Form S-1)
</TABLE>
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EXHIBIT 5.1
[OSBORN MALEDON, P.A. LETTERHEAD]
June 22, 1999
SalesLogix Corporation
8800 N. Gainey Drive, Suite 200
Scottsdale, Arizona 85258
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to 3,662,371 shares of Common
Stock, par value $.001 per share (the "Shares"), which may be issued as follows:
300,000 shares pursuant to the SalesLogix Corporation 1999 Employee Stock
Purchase Plan; 3,162,371 shares pursuant to the SalesLogix Corporation 1996
Equity Incentive Plan; and 200,000 shares pursuant to the SalesLogix Corporation
1999 Non-Employee Director Stock Option Plan.
Based upon and subject to the foregoing, we are of the opinion that any
original issuance Shares that may be issued pursuant to the plans have been duly
authorized and that, upon the due execution by the Company and the registration
by its registrar of such Shares and the sale thereof by the Company in
accordance with the terms of the plans, and the receipt of consideration
therefor in accordance with the terms of the plans, such Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ OSBORN MALEDON, P.A.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the SalesLogix Corporation 1996 Equity
Incentive Plan, SalesLogix Corporation 1999 Non-Employee Director Stock Option
Plan and SalesLogix Corporation 1999 Employee Stock Purchase Plan of our report
dated January 29, 1999, except for Notes 2 and 8, as to which the date is April
30, 1999, with respect to the financial statements of SalesLogix Corporation
included in Amendment No. 4 to its Registration Statement (Form S-1) and in the
related Prospectus filed with the Securities and Exchange Commission.
Our audit also included the financial statement schedule of SalesLogix
Corporation listed in Item 16(b). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/s/ ERNST & YOUNG LLP
Phoenix, Arizona
June 18, 1999
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the SalesLogix Corporation 1996 Equity
Incentive Plan, SalesLogix Corporation 1999 Non-Employee Director Stock Option
Plan and SalesLogix Corporation 1999 Employee Stock Purchase Plan of our report
dated January 22, 1999, with respect to the financial statements of Opis
Corporation included in Amendment No. 4 to the Registration Statement (Form S-1)
and in the related Prospectus of SalesLogix Corporation filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Phoenix, Arizona
June 18, 1999
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EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the SalesLogix Corporation 1996 Equity
Incentive Plan, SalesLogix Corporation 1999 Non-Employee Director Stock Option
Plan and SalesLogix Corporation 1999 Employee Stock Purchase Plan of our report
dated March 15, 1999, except for Note 10, as to which the date is April 30,
1999, with respect to the financial statements of Enact Incorporated included in
Amendment No. 4 to the Registration Statement (Form S-1) and in the related
Prospectus of SalesLogix Corporation filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Columbus, Ohio
June 18, 1999
