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As filed with the Securities and Exchange Commission on March 31, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
VIGNETTE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 74-2769415
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
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)
Gregory A. Peters
President, Chief Executive Officer and Chairman of the Board
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)
The Commission is requested to send copies of all communications to:
Brian K. Beard, Esq.
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
2700 Via Fortuna, Suite 300
Austin, Texas 78746
(512) 732-8400
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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. [_]
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Amount of
Title of each class of Proposed Maximum Offering Aggregate Offering Registration
Securities to be Registered Amount to be Registered Price Per Security(1) Price(1) Fee
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Common Stock, $0.01 par value 2,657,067 shares $197.25 $524,106,466 $138,364
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(1) The price of $197.25 per share, which was the average of the high and low
prices of the Common Stock on the Nasdaq National Market on March 29, 2000
is set forth solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, as amended.
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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Subject to Completion, dated March 31, 2000
2,657,067 Shares
VIGNETTE CORPORATION
Common Stock
_________________
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
STARTING ON PAGE 5.
_________________
The selling stockholders listed on pages 16-21 are offering and selling
2,657,067 shares of our common stock under this prospectus.
The selling stockholders may offer their Vignette stock through public or
private transactions, on or off the Nasdaq National Market, at prevailing market
prices, or at privately negotiated prices.
Our common stock is traded on The Nasdaq National Market under the symbol
"VIGN." On March 30, 2000, the closing price of the common stock on The
Nasdaq National Market was $177.94 per share.
_________________
Neither the Securities and Exchange Commission (the "SEC") nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
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The date of this Prospectus is March 31, 2000
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TABLE OF CONTENTS
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Summary................................................................ 3
Recent Developments at Vignette........................................ 4
Risk Factors........................................................... 5
Forward-Looking Statements............................................. 15
Use of Proceeds........................................................ 15
Selling Stockholders................................................... 16
Plan of Distribution................................................... 22
Legal Matters.......................................................... 22
Experts................................................................ 22
Where You Can Find More Information.................................... 22
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SUMMARY
You should read this summary together with the more detailed information
and our consolidated financial statements and notes incorporated by reference
herein.
VIGNETTE
We are a leading global provider of e-Business application software
products and services. Our e-Business solutions are designed to enable
businesses to build successful and sustainable online businesses. Our e-Business
solutions allow both traditional brick-and-mortar and startup dot-com businesses
to create and manage Internet business channels that are designed to attract,
engage and retain their customers, partners, and suppliers online. Using our
solutions, our clients build e-Business applications which are focused on
personalized and mass-customized interaction across multiple touchpoints and
communication channels. Since shipping our first products in 1997, we have
received numerous awards for our industry leadership and product capabilities,
including the Crossroads A-list Award and Red Herring Magazine's Top 50 Public
Companies and Best Product Award.
Our V/5 E-Business Platform (also "V/5 Platform" and the "Platform") is an
application platform that provides the business insight, rapid business
reconfiguration and integration across multiple touchpoints required for online
success. By providing a single view across customers, partners, products and
interactions, the Vignette V/5 E-Business Platform provides our customers the
ability to measure the return on investment of all of their online relationships
and initiatives. This allows our customers to drive continuous improvement by
providing measurable, closed-loop execution, interaction and analysis. The
Platform's rapid reconfiguration capabilities not only improve our customers'
time-to-deployment, but just as importantly, their time-to-adapt, by
significantly advancing the starting point for e-Business applications. Our open
and modular architecture makes this possible by allowing our customers to
leverage existing investments and quickly integrate new technology that is based
on industry standards. Finally, the V/5 Platform allows our customers to stay
connected with consumers and partners regardless of the communication channel,
device or touchpoint.
The Vignette V/5 E-Business Platform is built upon a proven, enterprise-
ready architectural foundation that powers some of the largest and most
successful e-Business applications today. It is unique in providing a modular
and re-usable e-Business applications architecture that helps our customers
respond and adapt quickly to changing market demands. It leverages our
customers' existing IT investment in open standards, component models, technical
skills and best practices. The Platform provides a scalable, reliable and high-
performance foundation for delivering content, profiling, and managing
interactions across multiple communication channels such as the web, pagers,
mobile phones, and e-mail.
The V/5 E-Business Platform incorporates the Vignette Application
Foundation (VAF) -- an open application framework and methodology for rapidly
assembling, deploying, and managing best-of-breed, componentized e-Business
applications. The VAF enables our customers to reduce their time-to-adapt -- the
ability to rapidly reconfigure re-usable applications in response to changing
business needs and market conditions.
We complement our products with a professional services organization that
offers a range of services including strategic planning, project management and
implementation. We designed these services to improve our clients' competitive
position, shorten time-to-market and reduce project implementation risk. We
believe that our ability to successfully deliver an integrated solution to our
clients provides us with a significant competitive advantage in the market for
e-Business software products and services.
We market our products and services globally through our direct sales force,
resellers and systems integrators to businesses seeking to enhance the value of
their Web-based relationships, maximize the return on their Internet-related
investments and capitalize on the substantial growth of the Internet as a new
marketing and distribution channel. We also leverage strategic alliances with a
number of technology and Internet organizations to increase the penetration and
market acceptance of our e-Business software and professional services. To date,
we have licensed our platform to more than 515 clients worldwide in a variety of
industries including retail, financial services, telecommunications, technology,
media and entertainment. Our clients include American Express, AT&T, Bank
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One, Charles Schwab and Company, Chicago Tribune, Lands' End, Merrill Lynch,
National Semiconductor, Nokia, Preview Travel, Siebel Systems, Snap.com,
StarMedia Network, Sun Microsystems and TheStreet.com.
Our principle executive offices are located at 901 South Mopac Expressway,
Austin, Texas 78746 and our telephone number is (512) 306-4300.
RECENT DEVELOPMENTS AT VIGNETTE
On February 15, 2000, we acquired DataSage, Inc. ("DataSage"), a leading
provider of e-marketing and personalization applications that help organizations
create a comprehensive single enterprise-wide view of their customers. The
agreement provides for the issuance of 3,162,000 shares of our common stock in
exchange for all the common stock and options of DataSage. We have accounted for
the transaction as a purchase.
On January 18, 2000, we acquired Engine 5, Ltd., a developer of enterprise-
wide Java server technology. The agreement provides for the issuance of 112,169
shares of our common stock and approximately $9.2 million in cash in exchange
for all the common stock and options of Engine 5, Ltd. We have accounted for
the transaction as a purchase.
______________________________
This Prospectus includes trademarks of Vignette and other corporations.
______________________________
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RISK FACTORS
You should carefully consider the following risks before making an
investment decision. The risks described below are not the only ones that we
face. Our business, operating results or financial condition could be materially
adversely affected by any of the following risks. The trading price of our
common stock could decline due to any of these risks, and you as an investor may
lose all or part of your investment. You should also refer to the other
information set forth in this report and incorporated by reference herein,
including our financial statements and the related notes.
Risks Related to Our Business
We Expect to Incur Future Losses
We incurred net losses of $3.6 million for the year ended December 31,
1996, $7.5 million for the year ended December 31, 1997, $26.2 million for the
year ended December 31, 1998, and $42.5 million for the year ended December 31,
1999. As of December 31, 1999, we had an accumulated deficit of $79.8 million.
We have not achieved profitability and we expect to incur net losses for the
foreseeable future. To date, we have primarily funded our operations from the
sale of equity securities and have not generated cash from operations. We expect
to continue to incur significant product development, sales and marketing, and
administrative expenses and, as a result, we will need to generate significant
revenues to achieve and maintain profitability. Although our revenues have grown
significantly in recent quarters, we cannot be certain that we can sustain these
growth rates or that we will achieve sufficient revenues for profitability. If
we do achieve profitability, we cannot be certain that we can sustain or
increase profitability on a quarterly or annual basis in the future.
Our Limited Operating History Makes Financial Forecasting Difficult
We were founded in December 1995 and thus have a limited operating history.
As a result of our limited operating history, we cannot forecast operating
expenses based on our historical results. Accordingly, we base our expenses in
part on future revenue projections. Most of our expenses are fixed in the short
term and we may not be able to quickly reduce spending if our revenues are lower
than we had projected. Our ability to forecast accurately our quarterly revenue
is limited because our software products have a long sales cycle that makes it
difficult to predict the quarter in which sales will occur. We would expect our
business, operating results and financial condition to be materially adversely
affected if our revenues do not meet our projections and that net losses in a
given quarter would be even greater than expected.
We Expect Our Quarterly Revenues and Operating Results to Fluctuate
Our revenues and operating results are likely to vary significantly from
quarter to quarter. A number of factors are likely to cause these variations,
including:
. Demand for our products and services;
. The timing of sales of our products and services;
. The timing of customer orders and product implementations;
. Unexpected delays in introducing new products and services;
. Increased expenses, whether related to sales and marketing, product
development or administration;
. Changes in the rapidly evolving market for e-Business applications
solutions;
. The mix of product license and services revenue, as well as the mix of
products licensed;
. The mix of services provided and whether services are provided by our
own staff or third-party contractors;
. The mix of domestic and international sales; and
. Costs related to possible acquisitions of technology or businesses.
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Accordingly, we believe that quarter-to-quarter comparisons of our
operating results are not necessarily meaningful. Investors should not rely on
the results of one quarter as an indication of our future performance.
We plan to increase our operating expenses to expand our sales and
marketing operations, develop new distribution channels, fund greater levels of
research and development, broaden professional services and support and improve
operational and financial systems. If our revenues do not increase along with
these expenses, our business, operating results or financial condition could be
materially adversely affected and net losses in a given quarter would be even
greater than expected.
Although we have limited historical financial data, we believe that our
quarterly operating results may experience seasonal fluctuations. For instance,
quarterly results may fluctuate based on our clients' calendar year budgeting
cycles, slow summer purchasing patterns in Europe and our compensation policies
that tend to compensate sales personnel, typically in the latter half of the
year, for achieving annual quotas.
Our Quarterly Results Often Depend on a Small Number of Large Orders
We derive a significant portion of our software license revenues in each
quarter from a small number of relatively large orders. Although we do not
believe that the loss of any particular customer would have an adverse effect on
our business, our operating results could be materially adversely affected if we
were unable to complete one or more substantial license sales in any future
period. For example, in five of the last twelve quarters in the period ended
December 31, 1999, we had at least one customer that accounted for at least 10%
of total revenue in such quarter.
We Depend on Increased Business from Our Current and New Customers and If
We Fail to Grow Our Customer Base or Generate Repeat Business, Our Operating
Results Could Be Harmed
If we fail to grow our customer base or generate repeat and expanded
business from our current and new customers, our business and operating results
would be seriously harmed. Most of our customers initially make a limited
purchase of our products and services for pilot programs. Many of these
customers may not choose to purchase additional licenses to expand their use of
our products. Many of these customers have not yet developed or deployed initial
applications based on our products. If these customers do not successfully
develop and deploy such initial applications, they may not choose to purchase
deployment licenses or additional development licenses. Our business model
depends on the expanded use of our products within our customers' organizations.
In addition, as we introduce new versions of our products or new products,
our current customers may not require the functionality of our new products and
may not ultimately license these products. Because the total amount of
maintenance and support fees we receive in any period depends in large part on
the size and number of licenses that we have previously sold, any downturn in
our software license revenue would negatively impact our future services
revenue. In addition, if customers elect not to renew their maintenance
agreements, our services revenue could be significantly adversely affected.
Our Operating Results May Be Adversely Affected By Small Delays in Customer
Orders or Product Implementations
Small delays in customer orders or product implementations can cause
significant variability in our license revenues and operating results for any
particular period. We derive a substantial portion of our revenue from the sale
of products with related services. In these cases, our revenue recognition
policy requires us to substantially complete the implementation of our product
before we can recognize software license revenue, and any end of quarter delays
in product implementation could materially adversely affect operating results
for that quarter.
In Order to Increase Market Awareness of Our Products and Generate
Increased Revenue We Need to Expand Our Sales and Distribution Capabilities
We must expand our direct and indirect sales operations to increase market
awareness of our products and generate increased revenue. We cannot be certain
that we will be successful in these efforts. We have recently
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expanded our direct sales force and plan to hire additional sales personnel. Our
products and services require a sophisticated sales effort targeted at the
senior management of our prospective clients. New hires will require training
and take time to achieve full productivity. We cannot be certain that our recent
hires will become as productive as necessary or that we will be able to hire
enough qualified individuals in the future. We also plan to expand our
relationships with value-added resellers, systems integrators and other third-
party resellers to build an indirect sales channel. In addition, we will need to
manage potential conflicts between our direct sales force and third-party
reselling efforts.
Failure To Maintain The Support Of Third Party e-Business Consultants May
Limit Our Ability To Penetrate Our Markets
A significant portion of our sales are influenced by the recommendations of
our products made by systems integrators, consulting firms and other third
parties that help develop and deploy e-business applications for our clients.
Losing the support of these third parties may limit our ability to penetrate our
markets. These third parties are under no obligation to recommend or support our
products. These companies could recommend or give higher priority to the
products of other companies or to their own products. A significant shift by
these companies toward favoring competing products could negatively affect our
license and service revenue.
Our Lengthy Sales Cycle and Product Implementation Makes It Difficult to
Predict Our Quarterly Results
We have a long sales cycle because we generally need to educate potential
clients regarding the use and benefits of e-Business applications. Our long
sales cycle makes it difficult to predict the quarter in which sales may fall.
In addition, since we recognize the majority of our revenue from product sales
upon implementation of our product, the timing of product implementation could
cause significant variability in our license revenues and operating results for
any particular period. The implementation of our products requires a significant
commitment of resources by our clients, third-party professional services
organizations or our professional services organization, which makes it
difficult to predict the quarter when implementation will be completed.
We May Be Unable to Adequately Develop A Profitable Professional Services
Organization Which Could Affect Both Our Operating Results and Our Ability to
Assist Our Clients With the Implementation of Our Products.
We cannot be certain that we can attract or retain a sufficient number of
the highly qualified services personnel that our business needs and we cannot be
certain that our services business will ever achieve profitability. Clients that
license our software typically engage our professional services organization to
assist with support, training, consulting and implementation of their Web
solutions. We believe that growth in our product sales depends on our ability to
provide our clients with these services and to educate third-party resellers on
how to use our products. As a result, we plan to increase the number of service
personnel to meet these needs. New services personnel will require training and
education and take time to reach full productivity. To meet our needs for
services personnel, we may also need to use more costly third-party consultants
to supplement our own professional services organization. We expect our services
revenue to increase in absolute dollars as we continue to provide consulting and
training services that complement our products and as our installed base of
clients grows. To date, services costs related to professional services have
exceeded, or have been substantially equal to, professional services-related
revenue. Although we expect that our professional services-related revenue will
exceed professional services-related costs in future periods, we cannot be
certain that this will occur. We generally bill our clients for our services on
a "time and materials" basis. However, from time to time we enter into fixed-
price contracts for services. On occasion, the costs of providing the services
have exceeded our fees from these contracts and, from time to time, we may
misprice future contracts to our detriment. In addition, competition for
qualified services personnel with the appropriate Internet specific knowledge is
intense. We are in a new market and there is a limited number of people who have
acquired the skills needed to provide the services that our clients demand.
We May Be Unable To Attract Necessary Third Party Service Providers Which
Could Affect Our Ability To Provide Support, Consulting And Implementation
Services For Our Products
There may be a shortage of third party service providers to assist our
clients the implementation of our products. We do not believe our professional
services organization will be able to fulfill the expected demand for
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support, consulting and implementation services for our products. We are
actively attempting to supplement the capabilities of our services organization
by attracting and educating third party service providers and consultants to
also provide these services. We may not be successful in attracting these third
party providers or maintaining the interest of current third party providers. In
addition, these third parties may not devote enough resources to these
activities. A shortfall in service capabilities may affect our ability to sell
our software.
Our Business May Become Increasingly Susceptible to Numerous Risks
Associated With International Operations
International operations are generally subject to a number of risks,
including:
. Expenses associated with customizing products for foreign countries;
. Protectionist laws and business practices that favor local
competition;
. Dependence on local vendors;
. Multiple, conflicting and changing governmental laws and regulations;
. Longer sales cycles;
. Difficulties in collecting accounts receivable;
. Foreign currency exchange rate fluctuations; and
. Political and economic instability.
We received 15% of our total revenue in the year ended December 31, 1999,
respectively, through licenses and services sold to clients located outside of
the United States. We expect international revenue to account for a significant
percentage of total revenue in the future and we believe that we must continue
to expand our international sales activities in order to be successful. Our
international sales growth will be limited if we are unable to establish
additional foreign operations, expand international sales channel management and
support organizations, hire additional personnel, customize products for local
markets, develop relationships with international service providers and
establish relationships with additional distributors and third party
integrators. In that case, our business, operating results and financial
condition could be materially adversely affected. Even if we are able to
successfully expand international operations, we cannot be certain that we will
be able to maintain or increase international market demand for our products.
To date, a majority of our international revenues and costs have been
denominated in foreign currencies. We believe that an increasing portion of our
international revenues and costs will be denominated in foreign currencies in
the future. In addition, although we cannot predict the potential consequences
to our business as a result of the adoption of the Euro as a common currency in
Europe, the transition to the Euro presents a number of risks, including
increased competition from European firms as a result of pricing transparency.
To date, we have not engaged in any foreign exchange hedging transactions and we
are therefore subject to foreign currency risk.
In Order to Properly Manage Growth, We May Need to Implement and Improve
Our Operational Systems on a Timely Basis
We have expanded our operations rapidly since inception. We intend to
continue to expand in the foreseeable future to pursue existing and potential
market opportunities. This rapid growth places a significant demand on
management and operational resources. In order to manage growth effectively, we
must implement and improve our operational systems, procedures and controls on a
timely basis. If we fail to implement and improve these systems, our business,
operating results and financial condition will be materially adversely affected.
We May Be Adversely Affected If We Lose Key Personnel
Our success depends largely on the skills, experience and performance of
some key members of our management. If we lose one or more of these key
employees, our business, operating results and financial condition could be
materially adversely affected. In addition, our future success will depend
largely on our ability to continue
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attracting and retaining highly skilled personnel. Like other software
companies, we face intense competition for qualified personnel, particularly in
the Austin, Texas area. We cannot be certain that we will be successful in
attracting, assimilating or retaining qualified personnel in the future.
We Have Relied and Expect to Continue to Rely on Sales of Our StoryServer
Product Line for Our Revenue
We currently derive substantially all of our revenues from the license and
related upgrades, professional services and support of our StoryServer software
products. We expect that we will continue to depend on revenue related to new
and enhanced versions of our StoryServer product line for at least the next
several quarters. We cannot be certain that we will be successful in upgrading
and marketing our products or that we will successfully develop and market new
products and services. If we do not continue to increase revenue related to our
existing products or generate revenue from new products and services, our
business, operating results and financial condition would be materially
adversely affected.
Our Future Revenue is Dependent Upon Our Ability to Successfully Market Our
Vignette Syndication Server
We expect that our future financial performance will depend significantly
on revenue from Vignette Syndication Server and the related tools that we plan
to develop, which is subject to significant risks. We began shipping Vignette
Syndication Server to clients in the first quarter of 1999. This is the first
version of a new product designed for a new market opportunity. There are
significant risks inherent in a product introduction such as Vignette
Syndication Server. Market acceptance of Vignette Syndication Server will depend
on a market developing for Internet syndication products and services and the
commercial adoption of standards on which Vignette Syndication Server is based.
We cannot be certain that either will occur. We cannot be certain that Vignette
Syndication Server will meet customer performance needs or expectations when
shipped or that it will be free of significant software defects or bugs. If
Vignette Syndication Server does not meet customer needs or expectations, for
whatever reason, upgrading or enhancing the product could be costly and time
consuming.
If We are Unable to Meet the Rapid Changes in e-Business Applications
Technology Our Existing Products Could Become Obsolete
The market for our products is marked by rapid technological change,
frequent new product introductions and Internet-related technology enhancements,
uncertain product life cycles, changes in client demands and evolving industry
standards. We cannot be certain that we will successfully develop and market new
products, new product enhancements or new products compliant with present or
emerging Internet technology standards. New products based on new technologies
or new industry standards can render existing products obsolete and
unmarketable. To succeed, we will need to enhance our current products and
develop new products on a timely basis to keep pace with developments related to
Internet technology and to satisfy the increasingly sophisticated requirements
of our clients. Internet commerce technology, particularly e-Business
applications technology, is complex and new products and product enhancements
can require long development and testing periods. Any delays in developing and
releasing enhanced or new products could have a material adverse effect on our
business, operating results and financial condition.
We Face Intense Competition for e-Business Applications Software Which
Could Make it Difficult to Acquire and Retain Clients Now and in the Future
The Internet software market is intensely competitive. Our clients'
requirements and the technology available to satisfy those requirements
continually change. We expect competition to persist and intensify in the
future.
Our principal competitors include: in-house development efforts by
potential clients or partners; other vendors of software that directly address
elements of e-Business applications, such as BroadVision; and developers of
software that address only certain technology components of e-Business
applications (e.g., content management), such as Interwoven.
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Many of these companies, as well as some other competitors, have longer
operating histories and significantly greater financial, technical, marketing
and other resources than we do. Many of these companies can also leverage
extensive customer bases and adopt aggressive pricing policies to gain market
share. Potential competitors such as Netscape and Microsoft may bundle their
products in a manner that may discourage users from purchasing our products. In
addition, it is possible that new competitors or alliances among competitors may
emerge and rapidly acquire significant market share.
Competitive pressures may make it difficult for us to acquire and retain
clients and may require us to reduce the price of our software. We cannot be
certain that we will be able to compete successfully with existing or new
competitors. If we fail to compete successfully against current or future
competitors, our business, operating results and financial condition would be
materially adversely affected.
We Must Successfully Integrate Our Recent Acquisitions of Diffusion, Inc.,
Engine 5, Ltd. and DataSage, Inc.
We acquired Diffusion, Inc., Engine 5, Ltd. and DataSage, Inc. on June 30,
1999, January 18, 2000 and February 15, 2000, respectively. Our failure to
successfully address the risks associated with our acquisitions of these
companies could have a material adverse affect on our ability to develop and
market products based on their respective technologies. In particular, we are
developing integrated products and, accordingly, are devoting significant
resources to product development, sales and marketing. The success of these
acquisitions will depend on our ability to:
. Successfully integrate and manage their operations;
. Retain their key employees; and
. Develop and market products based on the acquired technology.
Potential Future Acquisitions Could Be Difficult to Integrate, Disrupt Our
Business, Dilute Stockholder Value and Adversely Affect Our Operating Results
We may acquire other businesses in the future, which would complicate our
management tasks. We may need to integrate widely dispersed operations that have
different and unfamiliar corporate cultures. These integration efforts may not
succeed or may distract management's attention from existing business
operations. Our failure to successfully manage future acquisitions could
seriously harm our business. Also, our existing stockholders would be diluted if
we financed the acquisitions by issuing equity securities.
The Internet is Generating Privacy Concerns in the Public and Within
Governments, Which Could Result in Legislation Materially and Adversely
Affecting Our Business or Result in Reduced Sales of Our Products, or Both
Businesses use our StoryServer product to develop and maintain profiles to
tailor the content to be provided to Web site visitors. Typically, the software
captures profile information when consumers, business customers or employees
visit a Web site and volunteer information in response to survey questions.
Usage data collected over time augments the profiles. However, privacy concerns
may nevertheless cause visitors to resist providing the personal data necessary
to support this profiling capability. More importantly, even the perception of
security and privacy concerns, whether or not valid, may indirectly inhibit
market acceptance of our products. In addition, legislative or regulatory
requirements may heighten these concerns if businesses must notify Web site
users that the data captured after visiting certain Web sites may be used by
marketing entities to unilaterally direct product promotion and advertising to
that user. We are not aware of any such legislation or regulatory requirements
currently in effect in the United States. Other countries and political
entities, such as the European Economic Community, have adopted such legislation
or regulatory requirements. The United States may adopt similar legislation or
regulatory requirements. If consumer privacy concerns are not adequately
addressed, our business, financial condition and operating results could be
materially adversely affected.
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Our StoryServer product uses "cookies" to track demographic information and
user preferences. A "cookie" is information keyed to a specific server, file
pathway or directory location that is stored on a user's hard drive, possibly
without the user's knowledge, but generally removable by the user. Germany has
imposed laws limiting the use of cookies, and a number of Internet commentators,
advocates and governmental bodies in the United States and other countries have
urged passage of laws limiting or abolishing the use of cookies. If such laws
are passed, our business, operating results and financial condition could be
materially adversely affected.
We May Be Adversely Impacted by the Year 2000 and Other Information
Technology Issues
The "Year 2000 Issue" refers generally to the problems that some software
may have in determining the correct century for the year. For example, software
with date-sensitive functions that is not Year 2000 compliant may not be able to
distinguish whether "00" means 1900 or 2000, which may result in failures or the
creation of erroneous results.
We are exposed to the risk that the Year 2000 Issue could disrupt our
operations. However, as discussed in prior filings, we undertook certain
planning and implementation efforts. We did not experience any significant
system failures at the turning of the new millennium. We presently believe that
the Year 2000 Issue has been mitigated. The amounts incurred and expensed for
developing and carrying out the plans to complete the Year 2000 modifications
did not have a material effect on our operations. See "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations - Year
2000 Update."
We Develop Complex Software Products Susceptible to Software Errors or
Defects that Could Result in Lost Revenues, or Delayed or Limited Market
Acceptance
Complex software products such as ours often contain errors or defects,
particularly when first introduced or when new versions or enhancements are
released. Despite internal testing and testing by current and potential
customers, our current and future products may contain serious defects,
including Year 2000 errors. Serious defects or errors could result in lost
revenues or a delay in market acceptance, which would have a material adverse
effect on our business, operating results and financial condition.
If We Experienced a Product Liability Claim We Could Incur Substantial
Litigation Costs
Since our clients use our products for mission critical applications such
as Internet commerce, errors, defects or other performance problems could result
in financial or other damages to our clients. They could seek damages for losses
from us, which, if successful, could have a material adverse effect on our
business, operating results or financial condition. Although our license
agreements typically contain provisions designed to limit our exposure to
product liability claims, existing or future laws or unfavorable judicial
decisions could negate such limitation of liability provisions. We have not
experienced any product liability claims to date. However, a product liability
claim brought against us, even if not successful, would likely be time consuming
and costly.
Our Product Shipments Could Be Delayed if Third Party Software Incorporated
in Our Products is No Longer Available.
We integrate third-party software as a component of our software. The
third-party software may not continue to be available to us on commercially
reasonable terms. If we cannot maintain licenses to key third-party software,
such as GroupLens Express, shipments of our products could be delayed until
equivalent software could be developed or licensed and integrated into our
products, which could materially adversely affect our business, operating
results and financial condition.
Our Business is Based on Our Intellectual Property and We Could Incur
Substantial Costs Defending Our Intellectual Property From Infringement or a
Claim of Infringement
In recent years, there has been significant litigation in the United States
involving patents and other intellectual property rights. We could incur
substantial costs to prosecute or defend any such litigation. Although we are
not currently involved in any intellectual property litigation, we may be a
party to litigation in the future to
11
<PAGE>
protect our intellectual property or as a result of an alleged infringement of
other's intellectual property, forcing us to do one or more of the following:
. Cease selling, incorporating or using products or services that
incorporate the challenged intellectual property;
. Obtain from the holder of the infringed intellectual property right a
license to sell or use the relevant technology, which license may not
be available on reasonable terms; and
. Redesign those products or services that incorporate such technology.
We rely on a combination of patent, trademark, trade secret and copyright
law and contractual restrictions to protect our technology. These legal
protections provide only limited protection. If we litigated to enforce our
rights, it would be expensive, divert management resources and may not be
adequate to protect our business.
Anti-Takeover Provisions in Our Charter Documents and Delaware Law Could
Prevent or Delay a Change in Control of Our Company
Certain provisions of our certificate of incorporation and bylaws may
discourage, delay or prevent a merger or acquisition that a stockholder may
consider favorable. Such provisions include:
. Authorizing the issuance of "blank check" preferred stock;
. Providing for a classified board of directors with staggered, three-
year terms;
. Prohibiting cumulative voting in the election of directors;
. Requiring super-majority voting to effect certain amendments to our
certificate of incorporation and bylaws;
. Limiting the persons who may call special meetings of stockholders;
. Prohibiting stockholder action by written consent; and
. Establishing advance notice requirements for nominations for election
to the board of directors or for proposing matters that can be acted
on by stockholders at stockholder meetings.
Certain provisions of Delaware law and our stock incentive plans may also
discourage, delay or prevent someone from acquiring or merging with us.
Risks Related to the Internet Industry
Our Performance Will Depend on the Growth of the Internet for Commerce
Our future success depends heavily on the Internet being accepted and
widely used for commerce. If Internet commerce does not continue to grow or
grows more slowly than expected, our business, operating results and financial
condition would be materially adversely affected. Consumers and businesses may
reject the Internet as a viable commercial medium for a number of reasons,
including potentially inadequate network infrastructure, slow development of
enabling technologies or insufficient commercial support. The Internet
infrastructure may not be able to support the demands placed on it by increased
Internet usage and bandwidth requirements. In addition, delays in the
development or adoption of new standards and protocols required to handle
increased levels of Internet activity, or increased government regulation could
cause the Internet to lose its viability as a commercial medium. Even if the
required infrastructure, standards, protocols or complementary products,
services or facilities are developed, we may incur substantial expenses adapting
our solutions to changing or emerging technologies.
Our Performance Will Depend on the New Market for e-Business Applications
Software
The market for e-Business applications software is new and rapidly
evolving. We expect that we will continue to need intensive marketing and sales
efforts to educate prospective clients about the uses and benefits of
12
<PAGE>
our products and services. Accordingly, we cannot be certain that a viable
market for our products will emerge or be sustainable. Enterprises that have
already invested substantial resources in other methods of conducting business
may be reluctant or slow to adopt a new approach that may replace, limit or
compete with their existing systems. Similarly, individuals have established
patterns of purchasing goods and services. They may be reluctant to alter those
patterns. They may also resist providing the personal data necessary to support
our existing and potential product uses. Any of these factors could inhibit the
growth of online business generally and the market's acceptance of our products
and services in particular.
There is Substantial Risk that Future Regulations Could Be Enacted that
Either Directly Restrict Our Business or Indirectly Impact Our Business By
Limiting the Growth of Internet Commerce
As Internet commerce evolves, we expect that federal, state or foreign
agencies will adopt regulations covering issues such as user privacy, pricing,
content and quality of products and services. If enacted, such laws, rules or
regulations could limit the market for our products and services, which could
materially adversely affect our business, financial condition and operating
results. Although many of these regulations may not apply to our business
directly, we expect that laws regulating the solicitation, collection or
processing of personal/consumer information could indirectly affect our
business. The Telecommunications Act of 1996 prohibits certain types of
information and content from being transmitted over the Internet. The
prohibition's scope and the liability associated with a Telecommunications Act
violation are currently unsettled. In addition, although substantial portions of
the Communications Decency Act were held to be unconstitutional, we cannot be
certain that similar legislation will not be enacted and upheld in the future.
It is possible that such legislation could expose companies involved in Internet
commerce to liability, which could limit the growth of Internet commerce
generally. Legislation like the Telecommunications Act and the Communications
Decency Act could dampen the growth in Web usage and decrease its acceptance as
a communications and commercial medium.
The United States government also regulates the export of encryption
technology, which our products incorporate. If our export authority is revoked
or modified, if our software is unlawfully exported or if the United States
government adopts new legislation or regulation restricting export of software
and encryption technology, our business, operating results and financial
condition could be materially adversely affected. Current or future export
regulations may limit our ability to distribute our software outside the United
States. Although we take precautions against unlawful export of our software, we
cannot effectively control the unauthorized distribution of software across the
Internet.
Risks Related to the Securities Markets
Our Stock Price May Be Volatile
The market price of our common stock has been highly volatile and has
fluctuated significantly in the past. We believe that it may continue to
fluctuate significantly in the future in response to the following factors, some
of which are beyond our control:
. Variations in quarterly operating results;
. Changes in financial estimates by securities analysts;
. Changes in market valuations of Internet software companies;
. Announcements by us of significant contracts, acquisitions, strategic
partnerships, joint ventures or capital commitments;
. Loss of a major client or failure to complete significant license
transactions;
. Additions or departures of key personnel;
. Sales of common stock in the future; and
. Fluctuations in stock market price and volume, which are particularly
common among highly volatile securities of Internet and software
companies.
13
<PAGE>
Our Business May Be Adversely Affected By Class Action Litigation Due to
Stock Price Volatility
In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of its
securities. We may in the future be the target of similar litigation. Securities
litigation could result in substantial costs and divert management's attention
and resources, which could have a material adverse effect on our business,
operating results and financial condition.
We May Be Unable to Meet Our Future Capital Requirements
We expect the cash on hand, cash equivalents and commercial credit
facilities to meet our working capital and capital expenditure needs for at
least the next 12 months. After that time, we may need to raise additional funds
and we cannot be certain that we would be able to obtain additional financing on
favorable terms, if at all. Further, if we issue equity securities, stockholders
may experience additional dilution or the new equity securities may have rights,
preferences or privileges senior to those of existing holders of common stock.
If we cannot raise funds, if needed, on acceptable terms, we may not be able to
develop or enhance our products, take advantage of future opportunities or
respond to competitive pressures or unanticipated requirements, which could have
a material adverse effect on our business, operating results and financial
condition.
14
<PAGE>
FORWARD - LOOKING STATEMENTS
This prospectus, including the documents incorporated by reference herein,
contains forward-looking statements that involve risks and uncertainties.
Statements contained in this Prospectus or incorporated by reference herein that
are not purely historical are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E
of the Securities Exchange Act of 1934 (the "1934 Act"), including statements
regarding Vignette's expectations, beliefs, intentions or strategies regarding
the future. All forward-looking statements included in this document are based
on information available to Vignette on the date hereof, and Vignette assumes no
obligation to update any such forward-looking statements. Vignette's actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including, but not limited to, those
set forth in this prospectus under "Risk Factors." You should carefully consider
the risks described in the "Risk Factors" section, in addition to the other
information set forth in this prospectus and incorporated by reference herein,
before making an investment decision.
USE OF PROCEEDS
All net proceeds from the sale of Vignette common stock will go to the
stockholders who offer and sell their shares. Accordingly, Vignette will not
receive any proceeds from the sale of the shares by the selling stockholders.
15
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information, as of March 1, 2000,
with respect to the number of shares of common stock owned by the selling
stockholders named below and as adjusted to give effect to the sale of the
shares offered hereby. These numbers are not adjusted for the three-for-one
forward split of our common stock, in the form of a stock dividend, to be paid
on April 14, 2000. A portion of the shares held by each selling stockholder are
held in escrow. Based upon 63,637,096 shares of common stock outstanding on
March 1, 2000, none of the selling shareholders owns more than 1% of our
outstanding stock. The shares are being registered to permit public secondary
trading of the shares, and the selling stockholders may offer the shares for
resale from time to time. See "Plan of Distribution."
The shares being offered by the selling stockholders were acquired from us
in our acquisition of DataSage, Inc., pursuant to an agreement and plan of
reorganization signed on January 4, 2000 and our acquisition of Engine 5, Ltd.,
pursuant to an agreement and plan of reorganization dated January 7, 2000. The
shares of common stock were issued pursuant to an exemption from the
registration requirements of the Securities Act. The selling stockholders
represented to us that they were acquiring the shares for investment and with no
present intention of distributing the shares.
We have filed with the SEC, under the Securities Act, a registration
statement on Form S-3, of which this prospectus forms a part, with respect to
the resale of the shares from time to time on the Nasdaq National Market or in
privately-negotiated transactions. We have agreed to use our best efforts to
keep such registration statement effective until the earlier of such time as (i)
all the shares have been sold or (ii) all the shares may be sold under Rule 144
of the Securities Act in any three-month period.
The shares offered by this prospectus may be offered from time to time by
the selling stockholders named below:
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering After Offering
----------------------------- -----------------------------
Number of
Number of Shares Being Number of
Names and Addresses of Selling Stockholders Shares Percent Offered Shares Percent
- ------------------------------------------- ----------- ----------- ---------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Advanced Technology Ventures V, LP (1) 495,405 * 495,405 0 --
c/o Michael Frank
Somerset Court
Waltham, MA 02145
One Liberty Fund III, LP (1) 410,594 * 410,594 0 --
c/o Duncan McCallum
150 Cambridge Park Drive
Cambridge, MA 02140
Sigma Partners III, LP (1) 319,389 * 318,917 472 *
c/o Marilyn Stallings
2885 Sand Hill Road
Menlo Park, CA 94025
David B. Blundin (1) 300,995 * 300,995 0 --
19 Newcrossing Road
Reading, MA 01867
El Dorado Ventures IV, LP (1) 158,562 * 158,562 0 --
c/o Shanda Bahles
2400 Sand Hill Road
Menlo Park, CA 94025
Questmark Partners LP (1) 142,567 * 142,567 0 --
c/o Tom Hitchner
One South Street
Baltimore, MD 21202
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering After Offering
----------------------------- -----------------------------
Number of
Number of Shares Being Number of
Names and Addresses of Selling Stockholders Shares Percent Offered Shares Percent
- ------------------------------------------- ----------- ----------- ---------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
David Ellenberger (1) 98,115 * 98,115 0 -
19 Newcrossing Road
Reading, MA 01867
Sigma Associates III, LP (1) 78,926 * 78,926 0 -
c/o Marilyn Stallings
2885 Sand Hill Road
Menlo Park, CA 94025
William H. Bender (1) 71,313 * 71,313 0 -
19 Newcrossing Road
Reading, MA 01867
Sigma Partners V, LP (1) 63,051 * 63,051 0 -
c/o Marilyn Stallings
2885 Sand Hill Road
Menlo Park, CA 94025
Gladys S. Blundin (1) 50,640 * 50,640 0 -
85 Carriage Road
Wilton, CT 06897
Michael H. Blundin (1) 50,640 * 50,640 0 -
19 Newcrossing Road
Reading, MA 01867
William Blundin (1) 49,033 * 49,033 0 -
c/o Bradford Co.
767 Third Ave. (37th Floor)
New York, NY 10017
John Mandile (1) 98,278 * 38,278 60,000 *
c/o Sigma
20 Custom House Street
Suite 830
Boston, MA 02110
Eric F. Brown (1) 31,813 * 31,813 0 -
8000 Towers Crescent Drive
Suite 1400
Vienna, VA 22182
John F. Lunny (1) 25,320 * 25,320 0 -
19 Newcrossing Road
Reading, MA 01867
HLM/CB Fund, LP (1) 23,761 * 23,761 0 -
c/o James Mahoney
222 Berkeley Street
Boston, MA 02116
William Blundin 1995 Charitable 17,868 * 17,868 0 -
Remainder Trust (1)
c/o William Blundin
c/o Bradford Co.
767 Third Ave. (37th Floor)
New York, NY 10017
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering After Offering
----------------------------- -----------------------------
Number of
Number of Shares Being Number of
Names and Addresses of Selling Stockholders Shares Percent Offered Shares Percent
- ------------------------------------------- ----------- ----------- ---------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Sigma Associates V, LP (1) 17,577 * 17,577 0 -
c/o Marilyn Stallings
2885 Sand Hill Road
Menlo Park, CA 94025
Lighthouse Capital Partners, III, L.P. (1) 16,358 * 16,358 0 -
100 Drake's Landing Road, Suite 260
Greenbrae, CA 94904
Advanced Technology Ventures (1) 15,484 * 15,484 0 -
Entrepreneurs V, LP
c/o Michael Frank
Somerset Court
Waltham, MA 02145
El Dorado Technology 98 (1) 12,518 * 12,518 0 -
c/o Shanda Bahles
2400 Sand Hill Road
Menlo Park, CA 94025
Charles Schwab for 11,725 * 11,725 0 -
H. Paumgarten Keough (1)
Charles Schwab & Co.
Non-Standard Assets
San Francisco, CA 94104
Harald Paumgarten (1) 11,401 * 11,401 0 -
708 Third Avenue, Suite 2010
New York, NY 10017
Shanta Puchtler (1) 8,862 * 8,862 0 -
22 Cushing Street
Cambridge, MA 02138
Sigma Investors III, LP (1) 8,783 * 8,783 0 -
c/o Marilyn Stallings
2885 Sand Hill Road
Menlo Park, CA 94025
Paul Cataldo (1) 7,596 * 7,596 0 -
19 Newcrossing Road
Reading, MA 01867
Guy Bradley (1) 6,653 * 6,653 0 -
60 Mill Street
Brookline, MA 02146
Ken Gardner (1) 4,431 * 4,431 0 -
c/o Sagent Technology
800 West El Camino Real
Mountain View, CA 94040
Alexander Graham (1) 4,431 * 4,431 0 -
2612 Alma Avenue
Manhattan Beach, CA 90266
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering After Offering
-------------------------- ------------------------
Number of
Number of Shares Being Number of
Names and Addresses of Selling Stockholders Shares Percent Offered Shares Percent
- ------------------------------------------- ------------- ------- ------------ --------- --------
<S> <C> <C> <C> <C> <C>
Jeffrey Stamen (1) 4,431 * 4,431 0 -
6 Conant Road
Weston, MA 02493
Debora Flashcen Revocable Trust (1) 3,801 * 3,801 0 -
c/o David Flashcen
180 Clyde Street
Chestnut Hill, MA 02467
Kevin Hetherington-Young (1) 2,987 * 2,987 0 -
71 Tewksbury Street
Andover, MA 01810
Sigma Investors V, LP (1) 2,534 * 2,534 0 -
c/o Marilyn Stallings
2885 Sand Hill Road
Menlo Park, CA 94025
Row Moriarty (1) 2,376 * 2,376 0 -
c/o Cubex Corporation
200 Clarendon Street
Boston, MA 02116
Bonnie Ayer (1) 2,025 * 2,025 0 -
RR 1
Hinesburg, VT 05461
Mary Kelliher (1) 2,025 * 2,025 0 -
302 Weston Road
Wellesley, MA 02482
Julie A. Kelling (1) 2,025 * 2,025 0 -
PO Box 991, Groton School
Groton, MA 01450
Ted Ashford (1) 1,901 * 1,901 0 -
Ashford Capital Management
3801 Kennect Pike
Willington-Greenville Center, DE 19807
Shikar and Eva Gosh (1) 1,901 * 1,901 0 -
388 Warren Street
Brookline, MA 02146
Richard Wolpert (1) 1,901 * 1,901 0 -
345 Maple Street
Beverly Hills, CA 90210
Jacob Fox Appleton (1) 1,651 * 1,651 0 -
Amos Tuck School
101 Byrne Hall
Hanover, NH 03755
Scott Healy (1) 1,645 * 1,645 0 -
19 Newcrossing Road
Reading, MA 01867
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering After Offering
-------------------------- -------------------------
Number of
Number of Shares Being Number of
Names and Addresses of Selling Stockholders Shares Percent Offered Shares Percent
- ------------------------------------------- ------------- ------- ------------ ----------- -------
<S> <C> <C> <C> <C> <C>
Mike Starkenberg (1) 950 * 950 0 -
555 Anton Boulevard
Costa Mesa, CA 92626
Paul deGive (1) 917 * 917 0 -
c/o Gustin Partners
2276 Washington Street
The Ware Mills
Newton Lower Falls, MA 02462-1452
Kenneth Lamp (1) 855 * 855 0 -
c/o Midwest Drug
619 1/2 8/th/ Street
Fort Madison, IA 52627
Peter Scott Aborn (1) 633 * 633 0 -
22 South Street
Wells, VT 05774
Dennis Bender (1) 633 * 633 0 -
110 Whiteface Mountain Drive
Johnson, VT 05656
Robert Bender (1) 633 * 633 0 -
48 Helen Avenue
South Burlington, VT 05403
Geraldine Huston (1) 633 * 633 0 -
5150 Spear Street
Shelburne, VT 05482
Marie Toro (1) 633 * 633 0 -
RD #1, Box 518
Grand Isle, VT 05458
Johnathan D. Purdy (1) 531 * 531 0 -
148 Main Street
Andover, MA 01845
Mark Smith (1) 506 * 506 0 -
201 North Main Street
West Hartford, CT 06107
David Brandkamp (1) 474 * 474 0 -
40 Oak Grove, #1
East Greenwich, RI 02818
Christine Bodoin (1) 443 * 443 0 -
19 Newcrossing Road
Reading, MA 01867
Donald Spiliotis (1) 443 * 443 0 -
18 Maple Street
Waltham, MA 02453
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering After Offering
-------------------------- -------------------------
Number of
Number of Shares Being Number of
Names and Addresses of Selling Stockholders Shares Percent Offered Shares Percent
- ------------------------------------------- ------------- ------- ------------ ----------- -------
<S> <C> <C> <C> <C> <C>
Douglas E. Gaeth (1) 253 * 253 0 -
9 Brimmer Street
Boston, MA 02108
Brendan J. Kitts (1) 227 * 227 0 -
10 Rockwell Street
Cambridge, MA 02139
Joseph Rezuke (1) 227 * 227 0 -
243 Boston Post Road
Marlboro, MA 01752
April Evans (1) 190 * 190 0 -
c/o Advanced Technology Ventures
Somerset Court
Waltham, MA 02145
Gustin Partners LTD (1) 189 * 189 0 -
The Ware Mill
Newton Lower Falls, MA 02462
Michael Brenner (1) 174 * 174 0 -
c/o Marilyn Brenner
1404 Ferncroft Tower
Danvers, MA 01923
Lucille M. Lengber (1) 146 * 146 0 -
150 Johnny Cake Street
North Andover, MA 01845
David Fiorillo (1) 101 * 101 0 -
2225 West Middlefield Road
Mountain View, CA 95113
Richard G. Jung (1) 94 * 94 0 -
c/o Athena Health
One Moody Street
Waltham, MA 02453
Phil Libin (2) 21,454 * 21,454 0 -
c/o Vignette
580 Harris Avenue, Suite 301
Boston, MA 02118
Andrew McGeachie (2) 21,454 * 21,454 0 -
c/o Vignette
580 Harris Avenue, Suite 301
Boston, MA 02118
Brandon Volbright (2) 21,454 * 21,454 0 -
c/o Vignette
580 Harris Avenue, Suite 301
Boston, MA 02118
TOTAL 2,657,539 4.2% 2,657,067 60,472 *
</TABLE>
_________________
* Less than 1%
(1) Sixteen percent (16%) of the total shares of common stock listed as owned by
this selling stockholder are held in an escrow account.
(2) Seventy-two percent (72%) of the total shares of common stock listed as
owned by this selling stockholder are held in an escrow account.
21
<PAGE>
PLAN OF DISTRIBUTION
We will receive no proceeds from this offering. The shares offered hereby
may be sold by the selling stockholders from time to time in transactions in the
over-the-counter market, on the Nasdaq National Market, in privately negotiated
transactions, or by a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices. The selling
stockholders may effect such transactions by selling the shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders and/or the
purchasers of the shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The selling stockholders and any broker-dealers or agents that participate
with the selling stockholders in the distribution of the shares may under
certain circumstances be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by them and any profit realized on
the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The selling stockholders may
agree to indemnify such broker-dealers against certain liabilities, including
liabilities under the Securities Act.
Any broker-dealer participating in such transactions as agent may receive
commissions from the selling stockholders (and, if it acts as agent for the
purchase of such shares, from such purchaser). Broker-dealers may agree with the
selling stockholders to sell a specified number of shares at a stipulated price
per Share, and, to the extent such a broker-dealer is unable to do so acting as
agent for the selling stockholders, to purchase as principal any unsold shares.
Brokers-dealers who acquire shares as principal may thereafter resell such
shares from time to time in transactions (which may involve crosses and block
transactions and which may involve sales to and through other broker-dealers,
including transactions of the nature described above) in the over-the-counter
market, on the Nasdaq National Market, in privately negotiated transactions, or
by a combination of such methods of sale, at fixed prices that may be changed,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices, and in connection with such
resales may pay to or receive from the purchasers of such shares commissions
computed as described above.
Under applicable rules and regulations under the 1934 Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to our Common Stock for a period of two
business days prior to the commencement of such distribution. In addition and
without limiting the foregoing, the selling stockholders will be subject to
applicable provisions of the 1934 Act and the rules and regulations thereunder,
including, without limitation, Rules 10b-6 and 10b-7, which provisions may limit
the timing of purchases and sales of the shares by the selling stockholders.
The selling stockholders will pay all commissions and other expenses
associated with the sale of shares by them. The shares offered hereby are being
registered pursuant to our contractual obligations, and we have agreed to bear
certain expenses in connection with the registration and sale of the shares
being offered by the selling stockholders. We have not made any underwriting
arrangements with respect to the sale of shares offered hereby.
We can not assure you that the selling shareholders will sell all or any
portion of the securities offered hereby.
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for
Vignette by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP,
Austin, Texas.
EXPERTS
Our consolidated financial statements appearing in our Annual Report (Form
10-K) for the year ended December 31, 1999, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements of DataSage, Inc. appearing in our
Current Report (Form 8-K/A) filed with the Securities and Exchange Commission on
March 30, 2000, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the 1934 Act:
1. Annual Report on Form 10-K for the year ended December 31, 1999, filed
on March 30, 2000.
2. Current Report on Form 8-K, filed on February 29, 2000, as amended by
the Amendment to the Current Report on Form 8-K/A, filed on March 30, 2000.
22
<PAGE>
3. Our Registration Statement No. 000-25375 on Form 8-A filed with the
SEC on February 11, 1999, together with all amendments thereto, pursuant to
Section 12 of the 1934 Act in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common Stock.
You may request a copy of these filings, at no cost, by calling us at (512)
306-4300 or by writing to us at the following address:
Vignette Corporation
901 South Mopac Expressway
Austin, Texas 78746
Attention: Investor Relations
23
<PAGE>
This prospectus is part of a registration statement we filed with the SEC. You
should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document.
2,657,067 Shares
VIGNETTE CORPORATION
Common Stock
_____________
March 31, 2000
______________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses payable by the Registrant in
connection with the sale of the common stock being registered. All the amounts
shown are estimates except for the registration fee.
Securities and Exchange Commission Registration Fee.......... $138,364
Printing and Engraving Fees.................................. 10,000
Legal Fees and Expenses...................................... 150,000
Accounting Fees and Expenses................................. 25,000
Transfer Agent and Registrar Fees............................ 15,000
Selling Stockholders' Legal Fees and Expenses................ 25,000
Miscellaneous Fees and Expenses.............................. 36,636
--------
Total..................................................... 400,000
========
Item 15. Indemnification of Officers and Directors.
Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than action by or in the right of such corporation), by reason of the fact that
such person was an officer or director of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such officer or director acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no reasonable
cause to believe his conduct was illegal. A Delaware corporation may indemnify
officers and directors in an action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation in the performance of his duty. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director actually and reasonably incurred.
In accordance with the DGCL, Vignette's Certificate of Incorporation
("Certificate") contains a provision to limit the personal liability of the
directors of Vignette for violations of their fiduciary duty as a director.
This provision eliminates each director's liability to Vignette or its
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to Vignette or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL providing for liability of directors
for unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.
Article IX of Vignette's Certificate and Article VII, Section 6 of
Vignette's Bylaws provide for indemnification of the officers and directors of
Vignette to the fullest extent permitted by applicable law.
Vignette has entered into indemnification agreements with each director and
executive officer which provide indemnification to such directors and executive
officers under certain circumstances for acts or omissions which may not be
covered by directors' and officers' liability insurance.
Item 16. Exhibits.
The exhibits listed in the Exhibit Index are filed as part of this
Registration Statement.
II-1
<PAGE>
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
2.1 (1) Agreement and Plan of Reorganization, dated January 7, 2000, by and among Vignette Corporation, DS
Merger Sub, Inc. and DataSage, Inc.
3.1 (3) Certificate of Incorporation of the Registrant.
3.2 (2) Amendment to Certificate of Incorporation.
3.3 (3) Bylaws of the Registrant.
4.1 Reference is made to Exhibits 3.1, 3.2 and 3.3.
4.2 (3) Specimen Common Stock Certificate.
4.3 (3) Fifth Amended and Restated Registration Rights Agreement dated November 30, 1998.
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 Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (included in the opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (reference is made to the signature page of this Registrant Statement).
</TABLE>
___________________
(1) Incorporated by reference to our Current Report on Form 8-K, dated February
29, 2000.
(2) Incorporated by reference to our definitive Proxy Statement for Special
Meeting of Stockholders, dated February 17, 2000.
(3) Incorporated by reference to our Registration Statement on Form S-1 (File
No. 333-68345).
Item 17. Undertakings.
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: (i) to include any
prospectus required by section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and (iii) 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.
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 provisions described in Item 15, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission 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
II-2
<PAGE>
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.
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 Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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.
For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and 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 31st day of March,
2000.
VIGNETTE CORPORATION
By: /s/ Gregory A. Peters
---------------------------------------
Gregory A. Peters
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Gregory A. Peters and Joel G. Katz, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to sign any registration statement for the
same offering covered by this Registration Statement that is to be effective on
filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and
all post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, 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 any of them, or his 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gregory A. Peters President, Chief Executive Officer and Chairman of March 31, 2000
- ---------------------------------------
Gregory A. Peters the Board (Principal Executive Officer)
/s/ Joel G. Katz Senior Vice President, Finance and Administration March 31, 2000
- ---------------------------------------
Joel G. Katz and Chief Financial Officer (Principal Financial and
Accounting Officer)
/s/ Robert E. Davoli Director March 31, 2000
- ---------------------------------------
Robert E. Davoli
/s/ Steven G. Papermaster Director March 31, 2000
- ---------------------------------------
Steven G. Papermaster
/s/ John D. Thornton Director March 31, 2000
- ---------------------------------------
John D. Thornton
/s/ Joseph A. Marengi Director March 31, 2000
- ---------------------------------------
Joseph A. Marengi
</TABLE>
II-4
<PAGE>
Exhibit Index
Exhibit
Number Description
- ------ -----------
2.1 (1) Agreement and Plan of Reorganization, dated January 7, 2000, by and
among Vignette Corporation, DS Merger Sub, Inc. and DataSage, Inc.
3.1 (3) Certificate of Incorporation of the Registrant.
3.2 (2) Amendment to Certificate of Incorporation.
3.3 (3) Bylaws of the Registrant.
4.1 Reference is made to Exhibits 3.1, 3.2 and 3.3.
4.2 (3) Specimen Common Stock Certificate.
4.3 (3) Fifth Amended and Restated Registration Rights Agreement dated
November 30, 1998.
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 Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP (included in the opinion filed as Exhibit 5.1).
24.1 Power of Attorney (reference is made to the signature page of this
Registrant Statement).
___________________
(1) Incorporated by reference to our Current Report on Form 8-K, dated February
29, 2000.
(2) Incorporated by reference to our definitive Proxy Statement for Special
Meeting of Stockholders, dated February 17, 2000.
(3) Incorporated by reference to our Registration Statement on Form S-1 (File
No. 333-68345).
<PAGE>
EXHIBIT 5.1
March 31, 2000
Vignette Corporation
901 South Mopac Expressway
Austin, Texas 78746
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed by Vignette
Corporation (the "Company") with the Securities and Exchange Commission on March
31, 2000 (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of up to 2,657,067 shares of the
Company's Common Stock of certain stockholders of the Company (the "Shares").
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 are legally and validly issued, fully
paid and non-assessable.
We consent to the use of this opinion as an exhibit to the 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 reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Vignette Corporation
for the registration of shares of its common stock and to the incorporation by
reference therein of our report dated January 24, 2000, with respect to the
consolidated financial statements of Vignette Corporation included in its Annual
Report (Form 10-K) for the year ended December 31, 1999, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Austin, Texas
March 30, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Vignette Corporation
for the registration of shares of its common stock and to the incorporation by
reference therein of our report dated February 4, 2000, with respect to the
consolidated financial statements of DataSage, Inc. included in the Current
Report (Form 8-K/A) of Vignette Corporation, filed with the Securities and
Exchange Commission on March 30, 2000.
/s/ Ernst & Young LLP
Austin, Texas
March 30, 2000
