<PAGE>
As filed with the Securities and Exchange Commission on February 18, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KEYNOTE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
California 7379 94-3226488
(Primary standard (I.R.S. employer
(State or other industrial identification no.)
jurisdiction of classification code
incorporation or number)
organization)
Keynote Systems, Inc.
2855 Campus Drive
San Mateo, CA 94403
(650) 522-1000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
John Flavio
Chief Financial Officer
Keynote Systems, Inc.
2855 Campus Drive
San Mateo, CA 94403
(650) 522-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Matthew P. Quilter, Esq. Curtis L. Mo, Esq.
Jeffrey R. Vetter, Esq. Michael C. Doran, Esq.
Scott J. Leichtner, Esq. Alexander C. Chen, Esq.
Cynthia E. Garabedian, Esq. BROBECK, PHLEGER & HARRISON LLP
FENWICK & WEST LLP Two Embarcadero Place
Two Palo Alto Square 2200 Geng Road
Palo Alto, California 94306 Palo Alto, California 94303
(650) 494-0600 (650) 424-0160
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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, 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. 333-94651
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 of 1933, 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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<TABLE>
<CAPTION>
Title of Each Class of Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par
value................. 287,500(1) $105.00 $30,187,500(2) $7,970(2)
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</TABLE>
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(1) Includes 37,500 shares subject to the underwriters' over-allotment option.
(2) The Company previously registered an aggregate of $629,337,500 worth of
Common Stock on Registration Statement on Form S-1 (Registration No. 333-
94651) for which a filing fee of $166,146 was previously paid upon the
filing of such Registration Statement.
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 the 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>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act and General
Instruction V of Form S-1. This Registration Statement relates to the public
offering of Common Stock of the Registrant contemplated by the Registration
Statement on Form S-1 (Registration No. 333-94651) (the "Prior Registration
Statement"), and is being filed for the sole purpose of registering additional
securities of the same class as were included in the Prior Registration
Statement.
CERTIFICATION
The Registrant hereby certifies to the Commission that (i) it has
instructed its bank to pay the Commission 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 no later than
the close of business on February 18, 2000), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover
the amount of such filing fee, and (iv) it will confirm receipt of such
instructions by its bank during the bank's regular business hours on February
18, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Mateo, State of
California, on this 18th day of February, 2000.
KEYNOTE SYSTEMS, INC.
/s/ Umang Gupta
By: _________________________________
Umang Gupta
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ Umang Gupta Chairman of the Board, February 18, 2000
______________________________________ Chief Executive Officer
Umang Gupta and Director
Principal Financial Officer and Principal Accounting Officer:
/s/ John Flavio Vice President of Finance, February 18, 2000
______________________________________ Chief Financial Officer
John Flavio and Secretary
Additional Directors:
* Director February 18, 2000
______________________________________
Eugene Shklar
* Director February 18, 2000
______________________________________
David Cowan
* Director February 18, 2000
______________________________________
Mark Leslie
* Director February 18, 2000
______________________________________
Stratton Sclavos
</TABLE>
Attorney-in-Fact February 18,
2000
John Flavio
/s/ John Flavio
*By:_____________________________
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Exhibit Title
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<C> <S>
5.01 Opinion of Fenwick & West LLP
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01)
23.02 Consent of KPMG LLP, independent accountants, and Report on Financial
Statement Schedule
24.01 Power of Attorney (previously filed in connection with the Registration
Statement on Form S-1 (Registration No. 333-94651))
</TABLE>
<PAGE>
EXHIBIT 5.01
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[Fenwick & West LLP Letterhead]
February 18, 2000
Keynote Systems, Inc.
2855 Campus Drive
San Mateo, California 94403
Ladies and Gentlemen:
At your request, we have examined the registration statement on Form S-1
(the "Registration Statement") filed by you with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), on or about
February 18, 2000, in connection with the registration under the Securities Act
of an aggregate of 287,500 shares of your Common Stock (the "Stock").
In rendering this opinion, we have examined the following:
(1) the Registration Statement, together with the Exhibits filed as a part
thereof;
(2) the registration statement on Form S-1 (Registration No. 333-94651)
(the "Prior Registration Statement") filed by you with the Commission
on January 14, 2000, as subsequently amended;
(3) the prospectus prepared in connection with the Prior Registration
Statement (the "Prospectus");
(4) the minutes of meetings and actions by written consent of the
shareholders and Board of Directors that are contained in your minute
books that are in our possession;
(5) the stock records that you have provided to us (consisting of a
certificate from the Company's transfer agent verifying the number of
the Company's issued and outstanding shares of capital stock as of the
December 31, 1999 and a list of option and warrant holders respecting
your capital and of any rights to purchase capital stock that was
prepared by you and dated as of December 31, 1999 verifying the number
of such issued and outstanding securities); and
(6) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all natural persons
<PAGE>
Keynote Systems, Inc.
February 18, 2000
Page 2
executing the same and the lack of any undisclosed termination, modification,
waiver or amendment to any documents reviewed by us.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from public officials and
records referred to above. We have made no independent investigation or other
attempt to verify the accuracy of any of such information or to determine the
existence or non-existence of any other factual matters; however, we are not
aware of any facts that would cause us to believe that the opinion expressed
herein is not accurate.
We are admitted to practice law in the State of California, and we express
no opinion herein with respect to the application or effect of the laws of any
jurisdiction other than the existing laws of the United States of America and
the State of California.
In connection with our opinion expressed below, we have assumed that, at or
prior to the time of the delivery of any shares of Stock, the Registration
Statement will have been declared effective under the Securities Act of 1933, as
amended, that the registration will apply to such shares of Stock and will not
have been modified or rescinded and that there will not have occurred any change
in law affecting the validity or enforceability of such shares of Stock.
Based upon the foregoing, it is our opinion that the up to 287,500 shares
of Stock to be issued and sold by you, when issued and sold in accordance with
the manner referred to in the relevant Prospectus associated with the Prior
Registration Statement, will be validly issued, 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, if any, in the
Registration Statement, the Prior Registration Statement, the Prospectus
constituting a part thereof and any amendments thereto.
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof.
Very truly yours,
/s/ Fenwick & West LLP
FENWICK & WEST LLP
<PAGE>
Exhibit 23.02
Consent of KPMG LLP, Independent Accountants, and Report on Financial Statement
Schedule
The Board of Directors
Keynote Systems, Inc.:
The audits referred to in our report dated October 25, 1999, included the
related financial statement schedule as of December 31, 1999 and 1998, and for
each of the years in the three-year period ended December 31, 1999, included
elsewhere in the registration statement. This financial statement schedule is
the responsibility of the Company's management. Our responsibility is to
express an opinion on this financial statement schedule based on our audits. In
our opinion, such financial statement schedule, when considered in relation to
the basic financial statements taken as a whole, present fairly in all material
respects the information set forth therein.
We consent to the use of our reports included herein and to the references to
our firm under the headings "Selected Financial Data" and "Experts" in the
prospectus.
/s/ KPMG LLP
Mountain View, California
February 17, 2000
