<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1998.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MICROMUSE INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7372 94-3288385
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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139 TOWNSEND STREET
SAN FRANCISCO, CALIFORNIA 94107
(415) 538-9090
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHRISTOPHER J. DAWES
CHIEF EXECUTIVE OFFICER AND PRESIDENT
MICROMUSE INC.
139 TOWNSEND STREET
SAN FRANCISCO, CALIFORNIA 94107
(415) 538-9090
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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<S> <C>
STEVEN M. SPURLOCK, ESQ. MARK A. BERTELSEN, ESQ.
MARK P. LONG, ESQ. JAMES N. STRAWBRIDGE, ESQ.
RICHARD R. HESP, ESQ. JON C. GONZALES, ESQ.
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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-42177
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
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1)(2) REGISTRATION FEE
- - ------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value................................. $2,760,000 $814.20
==================================================================================================================
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(1) Includes shares that 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(o).
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 THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), by Micromuse Inc. (the "Company").
In accordance with Rule 429 under the Securities Act, this Registration
Statement incorporates by reference the contents of the Registration Statement
on Form S-1 (Registration No. 333-42177) which was declared effective by the
Commission on February 12, 1998 relating to the offering of 3,450,000 shares of
Common Stock.
CERTIFICATION
The Company 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 13, 1998, (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 no later than February 13,
1998.
<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 San
Francisco, State of California, on this 12th day of February, 1998.
MICROMUSE INC.
By: /s/ CHRISTOPHER J. DAWES
------------------------------------
Christopher J. Dawes
President and Chief Executive
Officer
POWER OF ATTORNEY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
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
- - --------------------------------------------- ------------------------- -------------------
<C> <S> <C>
/s/ CHRISTOPHER J. DAWES President, Chief February 12, 1998
- - --------------------------------------------- Executive Officer and
Christopher J. Dawes Director (Principal
Executive Officer)
/s/ STEPHEN A. ALLOTT Senior Vice President, February 12, 1998
- - --------------------------------------------- Finance (Principal
Stephen A. Allott Financial and Accounting
Officer)
/s/ ANGELA DAWES* Director of Sales, February 12, 1998
- - --------------------------------------------- Western Region and
Angela Dawes Director
/s/ JEFFREY M. DRAZAN* Director February 12, 1998
- - ---------------------------------------------
Jeffrey M. Drazan
/s/ DAVID C. SCHWAB* Director February 12, 1998
- - ---------------------------------------------
David C. Schwab
*By: /s/ CHRISTOPHER J. DAWES
- - ---------------------------------------------
Christopher J. Dawes
(Attorney-in-Fact)
/s/ STEPHEN A. ALLOTT
- - ---------------------------------------------
Stephen A. Allott
(Attorney-in-Fact)
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<PAGE> 4
] INDEX TO EXHIBITS
EXHIBIT EXHIBIT TABLE
NUMBER
5.1 Opinion of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick, LLP, Independent Auditors
<PAGE> 1
EXHIBIT 5.1
February 12, 1998
Micromuse Inc.
139 Townsend Street
San Francisco, CA 94107
Re: Registration Statement on Form S-1
-----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (File No.
333-42177) originally filed by Micromuse Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") on December 12, 1997, as
thereafter amended or supplemented (the "Registration Statement"), in connection
with the registration under the Securities Act of 1933, as amended, of up to
3,680,000 shares of the Company's Common Stock (the "Shares"). The Shares, which
include an over-allotment option granted by certain stockholders of the Company
to the Underwriters to purchase up to 480,000 additional shares of the Company's
Common Stock, are to be sold to the Underwriters by the Company and certain
stockholders of 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 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, 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. The Shares being sold by the
stockholders of the Company have been validly issued, are non-assessable and, to
our knowledge, are fully paid. Our opinion with respect to the Shares being sold
by the stockholders of the Company being fully paid is based solely upon your
written representations to us with respect to the consideration received for
such Shares.
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
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS
The Board of Directors
Micromuse Inc.:
We consent to the use of our report incorporated herein by reference and to
the references to our firm under the headings "Selected Consolidated Financial
Data" and "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
Palo Alto, California
February 12, 1998
2
