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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2000
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
SILVERSTREAM SOFTWARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<TABLE>
<S> <C> <C>
DELAWARE 7372 04-3318325
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
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ONE BURLINGTON WOODS, SUITE 200
BURLINGTON, MASSACHUSETTS 01803
(781) 238-5400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DAVID A. LITWACK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SILVERSTREAM SOFTWARE, INC.
ONE BURLINGTON WOODS, SUITE 200
BURLINGTON, MA 01803
(781) 238-5400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
<TABLE>
<S> <C>
MARK G. BORDEN, ESQ. JOHN A. MELTAUS, ESQ.
JOHN H. CHORY, ESQ. TESTA, HURWITZ & THIBEAULT, LLP
HALE AND DORR LLP 125 HIGH STREET
60 STATE STREET BOSTON, MASSACHUSETTS 02110
BOSTON, MASSACHUSETTS 02109 TELEPHONE: (617) 248-7000
TELEPHONE: (617) 526-6000 TELECOPY: (617) 248-7100
TELECOPY: (617) 526-5000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date hereof.
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,
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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-94103
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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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(1)(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value per
share................................... 230,000 shares $114.00 $ 26,220,000 $ 6,923
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(1) Includes 30,000 shares which the underwriters have options to purchase from
the Company solely to cover over-allotments, if any.
(2) Based upon the public offering price.
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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed with respect to the
registration of additional shares of common stock, par value $.001 per share,
of SilverStream Software, Inc., a Delaware corporation, pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the earlier
effective registration statement (File No. 333-94103) are incorporated in this
Registration Statement by reference.
The required opinions and consents are listed on an Exhibit Index
attached hereto and filed herewith.
<PAGE> 3
Exhibit No. Description
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5.1 -- Opinion of Hale and Dorr LLP
23.1 -- Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 -- Consent of Ernst & Young LLP
24.1* -- Powers of Attorney
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*Filed as Exhibit 24.1 to the Registrant's Registration Statement on Form S-1
(File No. 333-94103).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Burlington, Massachusetts, on this
25th day of January, 2000.
SILVERSTREAM SOFTWARE, INC.
By: /s/ CRAIG A. DYNES
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Craig A. Dynes
Vice President, Chief Financial
Officer and Treasurer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Chairman of the Board of Directors January 25, 2000
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David R. Skok
* President, Chief Executive Officer January 25, 2000
- --------------------------------------------- and Director (Principal Executive
David A. Litwack Officer)
/s/ CRAIG A. DYNES Vice President, Chief Financial January 25, 2000
- --------------------------------------------- Officer and Treasurer (Principal
Craig A. Dynes Financial and Accounting Officer)
* Director January 25, 2000
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Timothy Barrows
* Director January 25, 2000
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Richard A. D'Amore
* Director January 25, 2000
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Paul J. Severino
*By: /s/ CRAIG A. DYNES
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Craig A. Dynes
Attorney-in-Fact
</TABLE>
<PAGE> 1
Exhibit 5.1
HALE AND DORR LLP
60 State Street
Boston, MA 02109
January 25, 2000
SilverStream Software, Inc.
One Burlington Woods
Suite 200
Burlington, MA 01803
Re: SilverStream Software, Inc.
Registration Statement On Form S-1
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Ladies and Gentlemen:
This opinion is furnished to you in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act"), in connection with a Registration Statement on Form S-1 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") under the Act.
We are acting as counsel for SilverStream Software, Inc., a Delaware
corporation (the "Company"), in connection with the public offering by the
Company of up to 230,000 shares (the "Shares") of the Company's common stock,
par value $.001 per share (the "Common Stock").
The Shares are to be sold by the Company pursuant to an Underwriting
Agreement (the "Underwriting Agreement"), by and among the Company, Morgan
Stanley & Co. Incorporated, FleetBoston Robertson Stephens Inc. and SG Cowen
Securities Corporation, on behalf of the several underwriters named in the
Underwriting Agreement, the form of which has been filed as Exhibit 1.1 to the
Registration Statement on Form S-1 (File No. 333-94103) filed with the
Securities and Exchange Commission on January 5, 2000.
We have examined and relied upon the certificate of incorporation and
by-laws of the Company, each as amended and/or restated to date, records of
meetings of stockholders and of the Board of Directors of the Company, corporate
proceedings of the Company in connection with the authorization and issuance of
the Shares, the corporate and stock record books of the Company as provided to
us by the Company, the Registration Statement, the Underwriting Agreement,
certificates of representatives of the Company, certificates of public officials
and such other documents as we have deemed necessary as a basis for the opinions
hereinafter expressed.
Insofar as this opinion relates to factual matters, information with
respect to which is in the possession of the Company, we have relied upon
certificates, statements and representations
<PAGE> 2
of officers and other representatives of the Company and upon statements
contained in the Registration Statement.
In our examination of the documents referred to above, we have assumed
the genuineness of all signatures, the legal capacity of each individual signing
such documents, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as copies,
and the authenticity of the originals of such documents.
We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares in accordance with the Underwriting Agreement, to
register and qualify the Shares for sale under all applicable state securities
or "blue sky" laws.
We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the Commonwealth of Massachusetts, the
Delaware General Corporation Law statute and the federal laws of the United
States of America. To the extent that any other laws govern the matters as to
which we are opining herein, we have assumed that such laws are identical to the
laws of the Commonwealth of Massachusetts, and we are expressing no opinion
herein as to whether such assumption is reasonable or correct.
Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued and sold by the Company have been duly authorized for
issuance and, when such Shares are issued and paid for in accordance with the
terms and conditions of the Underwriting Agreement, such Shares will be validly
issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to the use of our name therein and
in the related prospectus under the caption "Legal Matters." In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
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Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration
Statement (Form S-1) of Silverstream Software, Inc. for the registration of
230,000 shares of its common stock of our report dated March 5, 1999, (except
for Note 13, as to which the date is July 23, 1999) with respect to the
consolidated financial statements and schedule of Silverstream Software, Inc.
included in Amendment No. 2 to the Registration Statement (Form S-1
No. 333-94103), filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Boston, Massachusetts
January 25, 2000
