<PAGE>
As filed with the Securities and Exchange Commission on March 22, 2000
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BLUESTONE SOFTWARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 22-2964141
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
BLUESTONE SOFTWARE, INC.
300 STEVENS DRIVE
PHILADELPHIA, PENNSYLVANIA 19113
(Address of Principal Executive Offices)
-------------------------
BLUESTONE SOFTWARE, INC.
DIRECTORS' COMPENSATION PLAN
(Full Title of the Plan)
-------------------------------
PAUL T. PORRINI, ESQUIRE
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
BLUESTONE SOFTWARE, INC.
300 STEVENS DRIVE
PHILADELPHIA, PENNSYLVANIA 19113
(Name and address of agent for service)
(610) 915-5005
(Telephone number, including area code, of agent for service)
copy to:
MICHAEL P. GALLAGHER, ESQUIRE
PEPPER HAMILTON LLP
1235 WESTLAKES DRIVE, SUITE 400
BERWYN, PA 19312
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED(1) SHARE PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.001
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Underlying outstanding options granted
under the Directors' Compensation Plan 10,936 $23.13(2) $252,950(2) $67
- ----------------------------------------------------------------------------------------------------------------------
Subject to future grants under the
Directors' Compensation Plan 145,314 $52.50(3) $7,628,985(3) $2,015
- ----------------------------------------------------------------------------------------------------------------------
TOTAL 156,250 $2,082
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- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
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(1) Pursuant to Rule 416, this Registration Statement shall also cover any
additional shares of the Registrant's common stock that become issuable by
reason of any stock dividend, stock, split, recapitalization or other
similar transaction effected without the receipt of consideration that
increases the number of the Registrant's outstanding shares of common
stock.
(2) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended,
on the basis of the price at which options may be exercised.
(3) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended,
based on a share price of $52.50, the average of the high and low sales
price of the Registrant's common stock as reported on the Nasdaq National
Market on March 21, 2000.
<PAGE>
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Bluestone Software, Inc. (the
"Registrant") Directors' Compensation Plan (the "Plan") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not being filed with the SEC, but constitute (along
with the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION.
The Registrant will furnish without charge to each person to whom the
prospectus is delivered, on the written or oral request of such person, a copy
of any and all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference to the information that is incorporated). Requests should be directed
to Bluestone Software, Inc., 300 Stevens Drive, Philadelphia, Pennsylvania,
Attention: Investor Relations Department, telephone number: (610) 915-5000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Registrant and the Plan hereby incorporate by reference in this
Registration Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999 filed with the SEC on February 15,
2000, as amended;
(b) The description of the Registrant's common stock, which is
incorporated by reference from the Registrant's Registration
Statement on Form 8-A filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), with the SEC on
July 7, 1999, including all amendments or reports filed for
the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
after the date hereof, and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold hereunder, shall be deemed
incorporated by reference into this Registration Statement and to be a part
thereof from the date of the filing of such documents.
All information appearing in this Registration Statement is qualified
in its entirety by the detailed information, including financial statements,
appearing in the documents incorporated herein or therein by reference.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits each
Delaware business corporation to indemnify its directors, officers, employees
and agents against liability for each such person's acts taken in his or her
capacity as a director, officer, employee or agent of the corporation if such
actions were taken in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action, if he or she had no reasonable cause to
believe his or her conduct was unlawful. The Registrant's bylaws provide that
the Registrant, to the full extent permitted by Section 145 of the Delaware
General Corporation Law, shall indemnify all past and present directors,
officers, employees and agents of the Registrant who were or are parties or are
threatened to be made parties to or are involved in any action, suit or
proceeding against all expenses, liability and losses in connection with such
proceeding. Such expenses may be paid by the Registrant in advance of the final
disposition of the action upon receipt of an undertaking to repay the advance if
it is ultimately determined that such person is not entitled to indemnification.
As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, the Registrant's certificate of incorporation provides that no director of
the Registrant shall be liable to the Registrant for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for the unlawful payment of dividends on or
redemption of the Registrant's capital stock or (iv) for any transaction from
which the director derived an improper personal benefit.
The Registrant has obtained a policy insuring it and its directors and
officers against certain liabilities, including liabilities under the Securities
Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
5 Opinion of Pepper Hamilton LLP.
10.1 Directors' Compensation Plan (incorporated by reference to
exhibit 10.2 in the Registrant's Registration Statement on Form
S-1 (File No. 333-82213) filed with the Securities and Exchange
Commission on July 2, 1999).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5 of this
Registration Statement).
24 Power of Attorney (included on the Signature Page).
</TABLE>
<PAGE>
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 to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the 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
Securities 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 the 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
Registrant has been advised that in the opinion of the SEC 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Philadelphia, Pennsylvania on the date indicated.
BLUESTONE SOFTWARE, INC.
Date: March 22, 2000 By: /s/ P. Kevin Kilroy
------------------------------
P. Kevin Kilroy, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints P. Kevin Kilroy and S. Craig Huke and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution or resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Form S-8 and other
registration statements related to this Form S-8 by virtue of General
Instruction E thereto, and to file the same, with all exhibits thereto, and
other documentation in connection therewith, with the SEC, granting unto said
attorney-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof
Pursuant to the requirements of the Securities Act, this report has
been signed below by the following persons on behalf of the registrant in the
capacities indicated and on the 22nd day of March, 2000.
NAME TITLE
/s/ P. Melan Baiada Chairman of the Board of Directors
- ------------------------
P. Melan Baiada
/s/ P. Kevin Kilroy President and Chief Executive Officer and
- ------------------------ Director (Principal Executive Officer)
P. Kevin Kilroy
/s/ S. Craig Huke Senior Vice President and Chief Financial
- ------------------------ Officer (Principal Financial and Accounting
S. Craig Huke Officer)
/s/ Gregory M. Case Director
- ------------------------
Gregory M. Case
/s/ William C. Hulley Director
- ------------------------
William C. Hulley
/s/ Andrew J. Filipowski Director
- ------------------------
Andrew J. Filipowski
/s/ Paul E. Blondin Director
- ------------------------
Paul E. Blondin
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Numbers Description
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<S> <C>
5 Opinion of Pepper Hamilton LLP.
23.1 Consent of Arthur Andersen LLP.
</TABLE>
<PAGE>
Exhibit 5
Opinion of Pepper Hamilton LLP
March 22, 2000
Bluestone Software, Inc.
300 Stevens Drive
Philadelphia, Pennsylvania 19113
Re: Registration Statement on Form S-8
Dear Sir/Madam:
We have acted as counsel to Bluestone Software, Inc., a Delaware
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on the date hereof (the
"Registration Statement"), relating to the offer and sale of up to 156,250
shares of common stock, $.001 par value per share, of the Company (the "Common
Stock"), issuable by the Company pursuant to awards granted or available for
grant under the Company's Directors' Compensation Plan (the "Plan").
In rendering this opinion, we have examined the Registration
Statement, including the exhibits thereto, the Company's Amended and Restated
Articles of Incorporation and By-Laws as currently in effect, the Plan and such
other documents as we have deemed appropriate. We have not performed any
independent investigation other than the document examination described above.
In the foregoing examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
authenticity of all documents submitted to us as copies of originals.
Based on the foregoing, we are of the opinion that the shares of
Common Stock issuable pursuant to awards granted or available for grant under
the Plan will be, when issued and paid for in accordance with the terms of the
Plan and any underlying option award agreements or letters, validly issued,
fully paid and non-assessable.
The opinion set forth above is limited to the General Corporation
Law of the State of Delaware, as amended.
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.
The opinion expressed herein is solely for your benefit and may be
relied upon only by you.
Very truly yours,
/s/ Pepper Hamilton LLP
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<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
January 31, 2000 included in Bluestone Software, Inc.'s Form 10-K for the year
ended December 31, 1999 and to all references to our Firm included in this
registration statement.
/S/ ARTHUR ANDERSEN LLP
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Philadelphia, Pennsylvania
March 20, 2000
