<PAGE>
As filed with the Securities and Exchange Commission on October 8, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-1
REGISTRATION STATEMENT
Under
the Securities Act of 1933
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INTERWOVEN, INC.
(Exact name of Registrant as specified in its charter)
Delaware 7372 77-0523543
(State or other (Primary standard (I.R.S. employer
jurisdiction of industrial classification identification no.)
incorporation or code number)
organization)
1195 West Fremont Avenue, Suite 2000
Sunnyvale, California 94087
(408) 774-2000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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David M. Allen
Chief Financial Officer
1195 West Fremont Avenue, Suite 2000
Sunnyvale, California 94087
(408) 774-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Matthew P. Quilter, Esq. Mark A. Bertelsen, Esq.
Horace L. Nash, Esq. Jose F. Macias, Esq.
Darren L. Nunn, Esq. Jon C. Avina, Esq.
William L. Hughes, Esq. WILSON SONSINI GOODRICH & ROSATI
FENWICK & WEST LLP Professional Corporation
Two Palo Alto Square 650 Page Mill Road
Palo Alto, California 94306 Palo Alto, California 94304
(650) 494-0600 (650) 493-9300
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, 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] 333-83779
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 of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of each Class of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Unit Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par
value per share........ 172,500 $17.00 $2,932,500 $815
</TABLE>
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(1)Includes 22,500 shares that the underwriters have the option to purchase to
cover over-allotments, if any.
(2)Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee.
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<PAGE>
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-1. Incorporated by reference herein is, in its
entirety, the registration statement on Form S-1 (File No. 333-83779) of
Interwoven, Inc., which was declared effective by the Securities and Exchange
Commission on October 7, 1999.
CERTIFICATION
The Registrant hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on October 8, 1999), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover
the amount of such filing fee, and (iv) it will confirm receipt of such
instructions by its bank during the bank's regular business hours on October 8,
1999.
1
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on this 8th day of October, 1999.
INTERWOVEN, INC.
/s/ David M. Allen
By: _________________________________
David M. Allen
Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
*Martin W. Brauns President, Chief Executive October 8, 1999
______________________________________ Officer (principal
Martin W. Brauns executive officer) and a
director
/s/ David M. Allen Vice President and Chief October 8, 1999
______________________________________ Financial Officer
David M. Allen (principal financial
officer and principal
accounting officer)
Additional Directors:
*Peng T. Ong Chairman of the Board October 8, 1999
______________________________________
Peng T. Ong
*Kathryn C. Gould Director October 8, 1999
______________________________________
Kathryn C. Gould
*Mark W. Saul Director October 8, 1999
______________________________________
Mark W. Saul
*Mark C. Thompson Director October 8, 1999
______________________________________
Mark C. Thompson
*Ronald E.F. Codd Director October 8, 1999
______________________________________
Ronald E.F. Codd
</TABLE>
*By:/s/ David M. Allen
____________________________
David M. Allen
Attorney-in-fact
II-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
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<C> <S>
5.01 Opinion of Fenwick & West, LLP
23.01 Consent of PricewaterhouseCoopers LLP, independent accountants
23.02 Consent of Fenwick & West, LLP (included in Exhibit 5.01)
24.01 Power of Attorney (previously filed in connection with Registration
No. 333-83779)
</TABLE>
<PAGE>
EXHIBIT 5.01
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October 8, 1999
Interwoven, Inc.
1195 West Fremont Avenue, Suite 2000
Sunnyvale, CA 94087
Ladies and Gentlemen:
At your request, we have examined the registration statement (the
"Registration Statement") on Form S-1, filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "Act"), by you with the Securities
and Exchange Commission (the "Commission") on October 8, 1999 in connection
with the registration under the Act of up to 172,500 shares of your Common
Stock (the "Stock"):
In rendering this opinion, we have examined the following:
(1) the Registration Statement, together with the Exhibits filed as a part
thereof;
(2) the registration statement on Form S-1 (Registration No. 333-83779)
filed by you with the Commission on July 27, 1999, as subsequently
amended;
(3) the prospectus prepared in connection with the registration
statement referenced in paragraph 2 above;
(4) the registration statement on Form 8-A (File No. 000-27389) filed by
you with the Commission on September 20, 1999;
(5) the minutes of meetings and actions by written consent of the
stockholders and boards of directors that are contained in your minute
books and the minute books of your predecessor, Interwoven, Inc., a
California corporation ("Interwoven California"), that are in our
possession;
(6) the stock records for you and Interwoven California that you have
provided to us (consisting of a list of stockholders and a list of
option and warrant holders respecting your capital and the capital
of Interwoven California and of any rights to purchase such capital
stock that was prepared by you and dated as of October 1, 1999
verifying the number of such issued and outstanding securities); and
(7) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all natural persons
executing the same, the lack of any undisclosed termination, modification,
waiver or amendment to any document reviewed by us and the due authorization,
execution and
<PAGE>
October 8, 1999
Page 2
delivery of all documents where due authorization, execution and delivery are
prerequisites to the effectiveness thereof.
For the purposes of this opinion, we have relied as to matters of fact
solely upon our examination of the documents referred to above and have assumed
the current accuracy and completeness of the information obtained from public
officials and the records referred to above.
We are admitted to practice law in the State of California, and we express
no opinion herein with respect to the effect of the laws of any jurisdiction
other than the existing laws of the United States of America, the State of
California and the State of Delaware.
In connection with our opinion expressed below, we have assumed that, at or
prior to the time of the delivery of any shares of Stock, the Registration
Statement will be effective under the Act, the registration will apply to
such shares of Stock and will not have been modified or rescinded and that there
will not have occurred any change in law affecting the validity or
enforceability of such shares of Stock.
Based upon the foregoing, it is our opinion that the up to 172,500 shares
of Stock to be issued and sold by you, when issued and sold in the
manner referred to in the prospectus associated with the Registration Statement,
will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement.
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof.
Very truly yours,
/s/ FENWICK & WEST LLP
<PAGE>
EXHIBIT 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of
1933, as amended, of our report dated July 15, 1999, relating to the financial
statements of Interwoven, Inc., included in the Registration Statement on Form
S-1 (No. 333-83779). We also consent to the references to us under the headings
"Experts" and "Selected Financial Data" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
San Jose, California
October 7, 1999
