<PAGE>
As filed with the Securities and Exchange Commission on June 22, 2000
Registration No. 333-_____
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________
INTERWOVEN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 77-0523543
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1195 W. Fremont Avenue, Suite 2000
Sunnyvale, California 94087
(Address of Principal Executive Offices)
1999 Equity Incentive Plan
1999 Employee Stock Purchase Plan
2000 Stock Incentive Plan
(Full Title of the Plan)
________________
David M. Allen
Vice President, Chief Financial Officer and Secretary
Interwoven, Inc.
1195 W. Fremont Avenue, Suite 2000
Sunnyvale, California 94087
(408) 774-2000
(Name, Address and Telephone Number of Agent for Service)
________________
Copies to:
Horace L. Nash, Esq.
William L. Hughes, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered Price Per Share Aggregate Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value(+) 4,479,720/(1)/ $36.735/(2)/ $164,562,515/(2)/ $43,445/(3)/
Common Stock, $0.001 par value(+) 1,978,008/(4)/ $30.50 /(5)/ $ 60,329,244 $15,927/(3)/
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TOTAL 6,457,728 $224,891,759 $59,372
====================================================================================================================================
</TABLE>
(+) Share numbers and prices are adjusted to reflect the 2-for-1 stock split in
the form of a stock dividend to holders of record on June 22, 2000.
(1) Representing (a) 4,000,000 additional shares available for grant under
Registrant's 1999 Equity Incentive Plan; (b) 21,992 additional shares
available for grant under Registrant's 2000 Stock Incentive Plan; and (c)
457,728 additional shares available for issuance under Registrant's 1999
Employee Stock Purchase Plan.
(2) Estimated as of June 22, 2000 pursuant to Rule 457(c) solely for the
purpose of calculating the registration fee.
(3) Fee calculated pursuant to Section 6(b) of the Securities Act of 1933.
(4) Shares subject to outstanding stock options under the Registrant's 1999
Equity Incentive Plan as of June 22, 2000.
(5) Weighted average per share exercise price for such outstanding options
calculated pursuant to Rule 457(h)(1).
<PAGE>
INTERWOVEN, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
------ ---------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act") that contains audited financial statements for
the Registrant's latest fiscal year for which such statements
have been filed;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
annual report or prospectus referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission under Section 12 of the Exchange Act on September 20,
1999, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
Item 4. Description of Securities.
------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
------ --------------------------------------
The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Fenwick & West LLP, of Palo
Alto, California. Members of the firm of Fenwick & West LLP own an aggregate of
approximately 7,000 shares of Common Stock of the Registrant, after giving
effect to the Registrant's 2-for-1 stock split on the date hereof.
Item 6. Indemnification of Directors and Officers.
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Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act").
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As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability:
. for any breach of the director's duty of loyalty to the Registrant or
its stockholders,
. for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law,
. under section 174 of the Delaware General Corporation Law (regarding
unlawful dividends and stock purchases), or
. for any transaction from which the director derived an improper
personal benefit.
As permitted by the Delaware General Corporation Law, the Registrant's
Bylaws provide that:
. the Registrant is required to indemnify its directors and officers to
the fullest extent permitted by the Delaware General Corporation Law,
subject to certain very limited exceptions,
. the Registrant may indemnify its other employees and agents as set
forth in the Delaware General Corporation Law,
. the Registrant is required to advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding to the
fullest extent permitted by the Delaware General Corporation Law,
subject to certain very limited exceptions, and
. the rights conferred in the Bylaws are not exclusive.
The Registrant has entered into Indemnity Agreements with each of its
current directors and officers to give such directors and officers additional
contractual assurances regarding the scope of the indemnification set forth in
the Registrant's Amended and Restated Certificate of Incorporation and to
provide additional procedural protections. At present, there is no pending
litigation or proceeding involving a director, officer or employee of the
Registrant regarding which indemnification is sought, nor is the Registrant
aware of any threatened litigation that may result in claims for
indemnification.
Reference is also made to Section 7 of the Underwriting Agreement relating
to the Registrant's secondary public offering, effected pursuant to the
Registrant's Registration Statement on Form S-1 (Registration No. 333-92943)
originally filed with the Commission on December 17, 1999, as subsequently
amended, which provides for the indemnification of officers, directors and
controlling persons of the Registrant against certain liabilities. The
indemnification provisions in the Registrant's Amended and Restated Certificate
of Incorporation, Bylaws and the Indemnity Agreements entered into between the
Registrant and each of its directors and officers may be sufficiently broad to
permit indemnification of the Registrant's directors and officers for
liabilities arising under the Securities Act.
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<PAGE>
The Registrant maintains directors' and officers' liability insurance.
See also the undertakings set out in response to Item 9.
Reference is made to the following documents filed as exhibits to this
Registration Statement regarding relevant indemnification provisions described
above and elsewhere herein:
Exhibit Document Number
----------------- -----
Registrant's Third Amended and Restated Certificate of Incorporation... 4.04
Registrant's Restated Bylaws, as amended............................... 4.05
Item 7. Exemption From Registration Claimed.
------ -----------------------------------
Not applicable.
Item 8. Exhibits.
------ --------
4.01 Interwoven, Inc. 1999 Equity Incentive Plan, as amended
through June 1, 2000.
4.02 Forms of 1999 Equity Incentive Plan Stock Option Agreements
and Stock Option Exercise Agreements (incorporated by
reference from Exhibit 10.04 to the Registrant's
Registration Statement on Form S-1, Registration No. 333-
83779, declared effective by the Commission on October 7,
1999).
4.03 Interwoven, Inc. 2000 Stock Incentive Plan and related
agreements.
4.04 Interwoven, Inc. 1999 Employee Stock Purchase Plan, as
amended through June 1, 2000
4.05 Forms of 1999 Employee Stock Purchase Plan Enrollment Form,
Subscription Agreement, Notice of Withdrawal and Notice of
Suspension (incorporated by reference from Exhibit 10.05 to
the Registrant's Registration Statement on Form S-1,
Registration No. 333-83779, declared effective by the
Commission on October 7, 1999).
4.06 Registrant's Third Amended and Restated Certificate of
Incorporation filed with the Secretary of State of Delaware
on October 14, 1999 (incorporated by reference from Exhibit
3.03 to the Registrant's Registration Statement on Form S-
1, Registration No. 333-92943, declared effective by the
Commission on January 26, 2000).
4.07 Registrant's Restated Bylaws, as amended (incorporated by
reference from Exhibit 3.04 to the Registrant's
Registration Statement on Form S-1, Registration No. 333-
83779, declared effective by the Commission on October 7,
1999).
4.08 Form of Certificate for Registrant's common stock
(incorporated by reference from Exhibit 4.01 to the
Registrant's Registration Statement on Form S-1,
Registration No. 333-83779, declared effective by the
Commission on October 7, 1999).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP, independent
accountants.
24.01 Power of Attorney (see page 7).
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<PAGE>
Item 9. Undertakings.
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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 of 1933;
(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.
Notwithstanding the foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low and high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(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;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
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information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, 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 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 asserted by such director,
-5-
<PAGE>
officer or controlling person in connection with the securities being registered
hereby, 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 Act and will be governed by the final adjudication of
such issue.
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Martin W. Brauns and David M. Allen, 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 on Form S-8, 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 or it 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on the 22nd day of
June, 2000.
INTERWOVEN, INC.
By: /s/ David M. Allen
-------------------------------------------
David M. Allen
Vice President, Finance and Administration,
Chief Financial Officer and Secretary
Pursuant to the requirements of the Securities Act, 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>
Principal Executive Officer:
/s/ Martin W. Brauns
--------------------------------- President, Chief Executive Officer June 22, 2000
Martin W. Brauns and a Director
Principal Financial Officer and
Principal Accounting Officer:
/s/ David M. Allen
--------------------------------- Vice President, June 22, 2000
David M. Allen Chief Financial Officer and Secretary
Additional Directors:
/s/ Peng T. Ong
--------------------------------- Director June 22, 2000
Peng T. Ong
/s/ Ronald E.F. Codd
--------------------------------- Director June 22, 2000
Ronald E.F. Codd
/s/ Kathryn C. Gould.
--------------------------------- Director June 22, 2000
Kathryn C. Gould
/s/ Mark C. Thompson
--------------------------------- Director June 22, 2000
Mark C. Thompson
/s/ Anthony Zingale
--------------------------------- Director June 22, 2000
Anthony Zingale
</TABLE>
-7-
<PAGE>
Exhibit Index
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Exhibit
Number Exhibit Title
------ -------------
4.01 Interwoven, Inc. 1999 Equity Incentive Plan, as amended through
June 1, 2000.
4.03 Interwoven, Inc. 2000 Stock Incentive Plan and related agreements.
4.04 Interwoven, Inc. 1999 Employee Stock Purchase Plan, as amended
through June 1, 2000.
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.01 Power of Attorney (see page 7).
