<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
REGSITRATION 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.
1996 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
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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
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<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 3,459,672 $52.50(2) $181,632,780(2) $47,952
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, 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
pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended,
on the basis of the average of the high and the low sales price per share
of the common stock of Bluestone Software, Inc. on March 21, 2000 as
reported by the Nasdaq National Market.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents
to be given to participants in the 1996 Incentive and Non-Qualified Stock
Option Plan in accordance with Rule 428(b)(1) under the Securities Act of
1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
On October 6, 1999, Bluestone Software, Inc. (the "Registrant") filed a
Registration Statement ("First Registration Statement") on Form S-8 (File No.
333-88547) covering 3,290,328 shares of Registrant's common stock issuable
pursuant to its 1996 Incentive and Non-Qualified Stock Option Plan. This
Registration Statement is being filed for the purpose of registering
3,459,672 additional shares of Registrant's common stock for issuance under
the Plan. Pursuant to the General Instruction E to Form S-8, the contents of
the First Registration Statement are incorporated by reference into this
Registration Statement.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
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<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
5 Opinion of Pepper Hamilton LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5).
24 Power of Attorney (included on the Signature Page of
this Registration Statement).
99 Bluestone Software, Inc. 1996 Incentive and
Non-Qualified Stock Option Plan, as amended and restated
(incorporated by reference to Annex A of the
Registrant's definitive proxy statement filed on January
14, 2000).
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, as amended,
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 Securities and Exchange
Commission, 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 of 1933, as amended,
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
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EXHIBIT INDEX
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<CAPTION>
Exhibit Numbers Description
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<S> <C>
5 Opinion of Pepper Hamilton LLP.
23.1 Consent of Arthur Andersen LLP.
</TABLE>
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Exhibit 5
[PEPPER HAMILTON LLP LETTERHEAD]
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 an additional
3,459,672 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 1996 Incentive and Non-Qualified Stock Option
Plan, as amended and restated (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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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the incorpation
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
Philadelphia, Pennsylvania
March 20, 2000
