<PAGE>
As filed with the Securities and Exchange Commission on January 18, 2001
Registration No. 333-45564
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)
-------------------------
2000 EMPLOYEE STOCK PURCHASE 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
<PAGE>
Upon its effectiveness on September 11, 2000, this Registration Statement
on Form S-8 of Bluestone Software, Inc. ("Bluestone"), Registration No.
333-45564 (the "Registration Statement"), covered 600,000 shares of Bluestone
common stock, $0.001 par value ("Common Stock"), related to shares issued or to
be issued under Bluestone's 2000 Employee Stock Purchase Plan.
In connection with the merger of Beta Acquisition Corporation, a wholly
owned subsidiary of Hewlett-Packard Company, with and into Bluestone, pursuant
to the Agreement and Plan of Merger among Hewlett-Packard Company, Beta
Acquisition Corporation and Bluestone dated as of October 24, 2000, the offering
to which the Registration Statement relates was terminated.
Bluestone hereby deregisters 586,417 shares of Common Stock originally
registered under the Registration Statement which remained unsold at the
termination of the offering to which the Registration Statement relates.
<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: January 18, 2001 By: /s/ Paul T. PORRINI
----------------------------------------
Paul T. Porrini
Senior Vice President and General Counsel
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons on behalf of the
registrant and in the capacities and on the 18th day of January, 2001.
NAME TITLE
/s/ P. Kevin Kilroy*
----------------------------- Chairman and Chief Executive
P. Kevin Kilroy Officer and Director (Principal
Executive Officer)
/s/ S. Craig Huke*
---------------------------- Senior Vice President and
S. Craig Huke Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ P. Melan Baida* Director
----------------------------
P. Melan Baiada
/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
* By: Paul T. Porrini
----------------------
Attorney-in-fact
