<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 1999.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARIS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
WASHINGTON 7379 91-1497147
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
OR ORGANIZATION)
2229 112TH AVENUE NE CT CORPORATION SYSTEM
BELLEVUE, WASHINGTON 98004 520 PIKE STREET
(425) 372-2747 SEATTLE, WASHINGTON 98101
(ADDRESS AND TELEPHONE NUMBER (206) 622-4511
OF REGISTRANT'S PRINCIPAL (NAME, ADDRESS AND TELEPHONE
EXECUTIVE OFFICES) NUMBER OF
AGENT FOR SERVICE)
</TABLE>
COPIES TO:
<TABLE>
<S> <C> <C>
CHRISTOPHER J. BARRY, ESQ. CHRISTYNE M. MAYBERRY ROBERT C. SEIDEL, ESQ.
MATTHEW W. RUNKEL, ESQ. DIRECTOR OF LEGAL AFFAIRS TIMOTHY M. WOODLAND, ESQ.
DORSEY & WHITNEY LLP ARIS CORPORATION CAIRNCROSS & HEMPELMANN, P.S.
1420 FIFTH AVENUE 2229 112TH AVENUE NE 701 FIFTH AVENUE
SEATTLE, WASHINGTON 98101 BELLEVUE, WASHINGTON 98004 SEATTLE, WASHINGTON 98104
TELEPHONE: (206) 903-8800 TELEPHONE: (425) 372-2747 TELEPHONE: (206) 587-0700
FACSIMILE: (206) 903-8820 FACSIMILE: (425) 372-2799 FACSIMILE: (206) 587-2308
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
Upon consummation of the merger described herein.
If the securities being registered on this form are being 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] 333-84595
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
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<S> <C> <C> <C> <C>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE(1) FEE
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Common stock, without par value.... 51,125 N/A $ 390,827 $ 108.65
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(1) Computed pursuant to Rules 457(f) and (c) under the Securities Act based on
the average of the high and low per share prices of common stock, without
par value, of fine.com on August 3, 1999 as reported on the Nasdaq Stock
Market.
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> 2
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents, including the exhibits
thereto, of the Registration Statement on Form S-4 (File No. 333-84595),
previously filed by the Registrant and declared effective by the Commission on
August 5, 1999 are incorporated herein by reference.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S> <C>
5.1 Legal Opinion of Dorsey & Whitney LLP
23.1 Consent of PricewaterhouseCoopers LLP, independent certified
public accountants for ARIS Corporation.
23.2 Consent of BDO Stoy Hayward, chartered accountants.
23.3 Consent of Ernst & Young LLP, independent certified public
accountants for fine.com International Corp.
23.4 Consent of Ragen MacKenzie Incorporated.
24.1 Power of Attorney (contained in signature page to Registration
Statement on Form S-4 (File No. 333-84595) and incorporated
herein by reference).
</TABLE>
II-1
<PAGE> 4
SIGNATURES
In accordance with 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 Seattle,
State of Washington, on August 27, 1999.
ARIS CORPORATION
By *
------------------------------------
Paul Y. Song
President and Chief Executive
Officer
In accordance with the requirements of the Securities Act of 1933, 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
--------- ----- ----
<S> <C> <C>
* Chairman, President and August 27, 1999
- --------------------------------------------- Chief Executive Officer
Paul Y. Song (Principle Executive
Officer)
* Vice President, Finance and August 27, 1999
- --------------------------------------------- Chief Financial Officer
Thomas W. Averill (Principle Financial and
Accounting Officer)
* Senior Vice President of August 27, 1999
- --------------------------------------------- North America and Director
Kendall W. Kunz
* Director August 27, 1999
- ---------------------------------------------
Bruce R. Kennedy
* Director August 27, 1999
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Barry L. Rowan
* Director August 27, 1999
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Kenneth A. Williams
/s/ CHRISTYNE M. MAYBERRY
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Christyne M. Mayberry, as Attorney-In-Fact
Pursuant to Power of Attorney Granted in
Registration Statement on Form S-4
(File No. 333-84595)
</TABLE>
II-2
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S> <C>
5.1 Legal Opinion of Dorsey & Whitney LLP
23.1 Consent of PricewaterhouseCoopers LLP, independent certified
public accountants for ARIS Corporation.
23.2 Consent of BDO Stoy Hayward, chartered accountants.
23.3 Consent of Ernst & Young LLP, independent certified public
accountants for fine.com International Corp.
23.4 Consent of Ragen MacKenzie Incorporated.
24.1 Power of Attorney (contained in signature page to Registration
Statement on Form S-4 (File No. 333-84595) and incorporated herein by
reference).
</TABLE>
<PAGE> 1
Exhibit 5.1
[Letterhead of Dorsey & Whitney LLP]
August 27, 1999
ARIS Corporation
2229 112th Avenue N.E.
Bellevue, Washington 98004
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to ARIS Corporation, a Washington corporation
(the "Company"), in connection with a Registration Statement on Form S-4 (the
"Registration Statement") being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, relating to the issuance by the Company of
shares of common stock of the Company, without par value (the "Common Stock"),
to the shareholders of fine.com International Corp., a Washington corporation
("fine.com"), in connection with the merger of fine.com with and into a wholly
owned subsidiary of the Company as described in the Registration Statement (the
"Merger").
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of our opinions
set forth below. In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials. We have
also assumed that the Common Stock will be issued and delivered in exchange for
shares of common stock of fine.com as described in the Registration Statement.
Based on the foregoing, we are of the opinion that the shares of Common
Stock to be issued by the Company pursuant to the Registration Statement have
been duly authorized by all requisite corporate action and, upon issuance and
delivery thereof in exchange for shares of common stock of fine.com in the
Merger as described in the Registration Statement, will be validly issued, fully
paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Washington.
<PAGE> 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the incorporation by reference into the Registration
Statement of the form of our tax opinion addressed to the Company and fine.com
and to the incorporation by reference into the Registration Statement of the
references to our firm under the headings "The Merger--Material Federal Income
Tax Consequences", "The Merger Agreement--Conditions to the Completion of the
Merger" and "Legal Matters" in the Proxy Statement/Prospectus constituting part
of the Registration Statement.
Very truly yours,
/s/ DORSEY & WHITNEY LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of ARIS Corporation of our report dated January 28, 1999,
relating to the financial statements of ARIS Corporation, which appears in such
Registration Statement on Form S-4 filed on August 5, 1999. We also consent to
the application of such report to the Financial Statement Schedule for the three
years ended December 31, 1998 when such schedule is read in conjunction with
the financial statements referred to in our report. The audits referred to in
such report are also included in this schedule. We also consent to the
references to PricewaterhouseCoopers LLP under the headings "Experts" and
"Selected Financial Data" in such Registration Statement on Form S-4 filed
pursuant to Rule 462(b). However, it should be noted that PricewaterhouseCoopers
LLP has not prepared or certified such "Selected Financial Data."
PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Seattle, Washington
August 27, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of the
Registration Statement on Form S-4 of ARIS Corporation of our report dated 5 May
1998, relating to the financial statements of Barefoot Computer Training Limited
which appear in such Prospectus. We also consent to the references to us under
the headings "Experts" and "Selected Financial Data" in such Prospectus.
However, it should be noted that BDO Stoy Hayward has not prepared or certified
such "Selected Financial Data" nor do we take any responsibility for the
accuracy or completeness thereof.
BDO Stoy Hayward
Chartered Accountants
London, England
24 June 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the incorporation by reference of our report dated April 2, 1999, except for
Note 5 as to which the date is April 22, 1999, included in the Proxy Statement
of fine.com International Corp. that is made a part of the Registration
Statement (Form S-4) and Prospectus of ARIS Corporation, for the registration
of shares of its common stock as filed with the Securities and Exchange
Commission pursuant to Rule 462(b).
ERNST & YOUNG LLP
Seattle, Washington
August 27, 1999
<PAGE> 1
EXHIBIT 23.4
Board of Directors
fine.com International Corp.
Members of the Board:
We hereby consent to the inclusion of our opinion letter to the Board of
Directors of fine.com International Corp. as Annex B to the proxy
statement/prospectus constituting a part of the Registration Statement on Form
S-4 relating to the proposed merger transaction involving fine.com and ARIS
Corporation and references thereto in such proxy statement/prospectus under the
captions "SUMMARY - Opinion of fine.com's Financial Advisor", "THE MERGER -
Background of the Merger"; THE MERGER - fine.com's Reasons for the Merger", and
"THE MERGER - Opinion of Financial Advisor to fine.com". In giving such consent,
we do not admit that we come within the category of persons whose consent is
required under, and we do not admit that we are "experts" for purposes of, the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.
/s/ Ragen MacKenzie Incorporated
