<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1997.
REGISTRATION NO. 333-32199
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PERVASIVE SOFTWARE INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7372 74-2693793
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
8834 CAPITAL OF TEXAS HIGHWAY
AUSTIN, TEXAS 78759
(512) 794-1719
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
RON R. HARRIS
CHIEF EXECUTIVE OFFICER
PERVASIVE SOFTWARE INC.
8834 CAPITAL OF TEXAS HIGHWAY
AUSTIN, TEXAS 78759
(512) 794-1719
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
COPIES TO:
ROBERT V. GUNDERSON, JR. CARMELO M. GORDIAN
JAY K. HACHIGIAN S. MICHAEL DUNN
BRIAN K. BEARD BROBECK, PHLEGER & HARRISON LLP
ANTHONY M. ALLEN 301 CONGRESS AVENUE
GUNDERSON DETTMER STOUGH SUITE 1200
VILLENEUVE FRANKLIN & HACHIGIAN, LLP AUSTIN, TEXAS 78701
8911 CAPITAL OF TEXAS HIGHWAY, SUITE (512) 477-5495
4140
AUSTIN, TEXAS 78759
(512) 342-2300
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
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. [_]
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 THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
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The purpose of this Amendment No. 1 is solely to file a corrected signature
page and Power of Attorney to include the conformed signatures and dates
omitted from the Registration Statement on Form S-1 filed with the Securities
and Exchange Commission on July 28, 1997, file number 333-32199.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF AUSTIN,
STATE OF TEXAS, ON THIS 28TH DAY OF JULY, 1997.
Pervasive Software Inc.
/s/ Ron R. Harris
By: _________________________________
RON R. HARRIS PRESIDENT AND CHIEF
EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ron R. Harris and James R. Offerdahl,
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 upon 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, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE DATE
President, Chief
/s/ Ron R. Harris Executive Officer July 28, 1997
- ------------------------------------- and Director [/R]
RON R. HARRIS (Principal
Executive Officer)
Chief Financial
/s/ James R. Offerdahl Officer, Vice July 28, 1997
- ------------------------------------- President, [/R]
JAMES R. OFFERDAHL Administration and
Secretary
(Principal
Financial and
Accounting Officer)
Director
/s/ Douglas W. Woodward July 28, 1997
- ------------------------------------- [/R]
DOUGLAS W. WOODWARD
II-5
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SIGNATURE TITLE DATE
Director
/s/ Nancy R. Woodward July 28, 1997
- ------------------------------------- [/R]
NANCY R. WOODWARD
Director
/s/ Joseph C. Aragona July 28, 1997
- ------------------------------------- [/R]
JOSEPH C. ARAGONA
Director
/s/ David A. Boucher July 28, 1997
- ------------------------------------- [/R]
DAVID A. BOUCHER
Director
/s/ David R. Bradford July 28, 1997
- ------------------------------------- [/R]
DAVID R. BRADFORD
Director
/s/ Shelby H. Carter, Jr. July 28, 1997
- ------------------------------------- [/R]
SHELBY H. CARTER, JR.
II-6
