<PAGE>
As filed with the Securities and Exchange Commission on December 9, 1999.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VIGNETTE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
Delaware 7372 74-2769415
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
901 South Mopac Expressway
Austin, Texas 78746
(512) 306-4300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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GREGORY A. PETERS
President and
Chief Executive Officer
Vignette Corporation
901 South Mopac Expressway
Austin, Texas 78746
(512) 306-4300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
<TABLE>
<S> <C>
BRIAN K. BEARD ALAN DEAN
ANTHONY M. ALLEN Davis Polk & Wardwell
Gunderson Dettmer Stough 450 Lexington Avenue
Villeneuve Franklin & Hachigian, LLP New York, New York 10017
8911 Capital of Texas Highway, Suite 4240 (212) 450-4000
Austin, Texas 78759
(512) 342-2300
</TABLE>
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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, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-91085
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. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Class of maximum aggregate Amount of
Securities to be Amount to be offering price offering registration
Registered registered per share amount fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value.................. 460,000 $139.875 $64,342,500 $16,986
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</TABLE>
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Vignette Corporation is filing this Registration Statement pursuant to Rule
462(b) under the Securities Act of 1933, as amended. This Registration
Statement relates to the public offering of Common Stock of Vignette
Corporation contemplated by the Registration Statement on Form S-1 (Reg. No.
333-91085) filed by Vignette Corporation with the Securities and Exchange
Commission on November 17, 1999, as amended by Amendment No. 1 thereto filed
on November 23, 1999, Amendment No. 2 thereto filed on December 6, 1999 and
Amendment No. 3 thereto filed on December 9, 1999, which was declared
effective on December 9, 1999, (the "Prior Registration Statement"). Vignette
Corporation is filing this Registration Statement for the sole purpose of
increasing the number of shares of Common Stock offered by 460,000 shares and
increasing the aggregate offering price to the public set forth in such Prior
Registration Statement by $64,342,500. The contents of the Prior Registration
Statement are incorporated herein by reference.
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<PAGE>
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 Austin,
State of Texas, on this 9th day of December, 1999.
Vignette Corporation
/s/ Gregory A. Peters
By: _________________________________
Gregory A. Peters
President and Chief Executive
Officer
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
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<S> <C> <C>
/s/ Gregory A. Peters President, Chief Executive December 9, 1999
______________________________________ Officer and Director
Gregory A. Peters (Principal Executive
Officer)
/s/ Joel G. Katz* Chief Financial Officer December 9, 1999
______________________________________ (Principal Financial and
Joel G. Katz Accounting Officer)
and Secretary
/s/ Robert E. Davoli* Director December 9, 1999
______________________________________
Robert E. Davoli
/s/ Steven G. Papermaster* Director December 9, 1999
______________________________________
Steven G. Papermaster
/s/ John D. Thornton* Director December 9, 1999
______________________________________
John D. Thornton
/s/ Joseph A. Marengi* Director December 9, 1999
______________________________________
Joseph A. Marengi
Gregory A. Peters, by signing his name hereto, does sign and execute this
Registration Statement on behalf of each of the above-named officers and
directors of the registrant on this 9th day of December 1999, pursuant to
powers of attorney executed on behalf of such officers and directors and
previously filed with the Securities and Exchange Commission.
* /s/ Gregory A. Peters Director December 9, 1999
___________________________________
Gregory A. Peters
Attorney-in-fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
Exhibit No Description
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<C> <S>
5.1 Opinion of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP.
23.1 Consent of Independent Auditors.
23.2 Consent of Independent Auditors.
23.3 Consent of Counsel. Reference is made to Exhibit 5.1.
24.1* Power of Attorney.
</TABLE>
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(*) Incorporated by reference to our Registration Statement on Form S-1 (File
No. 333-68345).
<PAGE>
Exhibit 5.1
[LETTERHEAD OF GUNDERSON DETTMER APPEARS HERE]
December 9, 1999
Vignette Corporation
901 South Mopac Expressway
Austin, Texas 78746
Re: Registration Statement on Form S-1 filed pursuant to Rule 462(b)
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed pursuant
to Rule 462(b) promulgated under the Securities Act of 1993 as filed by
Vignette Corporation (the "Company") with the Securities and Exchange Commission
(the "Commission") on December 9, 1999 (the "Rule 462(b) Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of an additional 460,000 shares of the Company's
Common Stock (the "Shares"), in connection with the proposed public offering
described in the Registration Statement on Form S-1 (No. 333-91085) (the
"Registration Statement"), which was originally filed with the Securities and
Exchange Commission under the Act on November 17, 1999 and was declared
effective on December 9, 1999. The Shares are to be sold to the Underwriters by
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 the Shares being sold by the Company, 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.
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>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-1) of Vignette Corporation for the registration of 460,000 shares of its
common stock of our report on the consolidated financial statements for the
years ended December 31, 1997 and 1998 of Vignette Corporation dated January 14,
1999, except for Note 10, as to which the date is December 1, 1999 included in
the Registration Statement (Form S-1 No. 333-91085) and related Prospectus of
Vignette Corporation, for the registration of shares of its common stock as
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Austin, Texas
December 7, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-1) of Vignette Corporation for the registration of 460,000 shares of its
common stock of our report on the financial statements for the years ended
December 31, 1998 and 1997 of Diffusion, Inc. dated February 27, 1999 included
in the Registration Statement (Form S-1 No. 333-91085) and related Prospectus
of Vignette Corporation, for the registration of shares of its common stock as
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
December 7, 1999
