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As filed with the Securities and Exchange Commission on February 11, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
Vitria Technology, Inc.
(Name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 7372 77-0386311
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
945 Stewart Drive
Sunnyvale, CA 94086
(408) 212-2700
(Address, including zip code and telephone number of principal
executive office and principal place of business)
JoMei Chang, Ph.D.
President and Chief Executive Officer
Vitria Technology, Inc.
945 Stewart Drive
Sunnyvale, CA 94086
(408) 212-2700
(Name, address and telephone number of agent for service)
Copies to:
Eric C. Jensen, Esq. Jose F. Macias, Esq.
Cooley Godward LLP Wilson Sonsini Goodrich & Rosati
Five Palo Alto Square Professional Corporation
3000 El Camino Real 650 Page Mill Road
Palo Alto, California 94036 Palo Alto, CA 94304
(650) 843-5000 (650) 493-9300
____________________
Approximate date of proposed sale to the public: As soon as practicable
after the registration statement becomes effective.
____________________
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 145 under the Securities Act of
1933, please 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. [X] 333-95319
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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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registerd(1) Per Share(2) Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value...... 747,500 $120.00 $ 89,700,000 $23,680.80
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(1) Includes 97,500 shares which the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) under the Securities Act of
1933.
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EXPLANATORY NOTE
This registration statement relates to the public offering of common
stock of Vitria Technology, Inc. contemplated by a Registration Statement on
Form S-1 (SEC File No. 333-95319), as amended (the "Prior Registration
Statement") and is filed solely to increase the number of shares to be offered
in the public offering by 747,500 shares, including up to 97,500 additional
shares that may be sold pursuant to the Underwriter's over-allotment option.
The contents of the Prior Registration Statement are hereby incorporated by
reference.
1.
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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 Palo Alto,
State of California on the 11th day of February, 2000.
Vitria Technology, Inc.
By: /s/ JoMei Chang, Ph.D.
-----------------------------------
JoMei Chang, Ph.D.
President and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates stated.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JoMei Chang, Ph.D. President, Chief Executive Officer and Director February 11, 2000
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JoMei Chang, Ph.D. (Principal Executive Officer)
/s/ Paul R. Auvil, III Vice President, Finance, February 11, 2000
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Paul R. Auvil, III Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
* Chief Technology Officer and Director February 11, 2000
- -----------------------------------
M. Dale Skeen, Ph.D.
* Director February 11, 2000
- -----------------------------------
Robert M. Halperin
* Director February 11, 2000
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William H. Younger, Jr.
* Director February 11, 2000
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John L. Walecka
*By: /s/ Paul R. Auvil, III
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Paul R. Auvil, III
Attorney-in-Fact
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2.
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EXHIBIT INDEX
Exhibit
Number Description of Document
------- -----------------------
1.1* Form of Underwriting Agreement.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Cooley Godward LLP. (See Exhibit 5.1)
24.1* Power of Attorney.
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* Incorporated by reference from the Registration Statement on Form S-1, as
amended (SEC File No. 333-95319).
1.
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EXHIBIT 5.1
[LETTERHEAD FOR COOLEY GODWARD LLP]
February 11, 2000
Vitria Technology, Inc.
945 Stewart Drive
Sunnyvale, CA 94086
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Vitria Technology, Inc. a Delaware corporation (the
"Company"), of a Registration Statement on Form S-1 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") to
be filed with the Commission pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, covering the underwritten public offering of up to
747,500 shares (the "Shares") of the common stock of the Company (the "Common
Stock") (which includes 97,500 shares of the Common Stock for which the
underwriters have been granted an over-allotment option), which are to be
issued and sold by certain stockholders, as described in the Registration
Statement.
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement, the Company's Certificate of Incorporation, as amended,
and the Company's Bylaws, as amended, and the originals or copies certified to
our satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below; and (ii) assumed that the shares of the
Common Stock will be sold by the underwriters at a price established by the
Pricing Committee of the Board of Directors of the Company. We have also
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold, issued and paid for in accordance with the
Registration Statement, will be validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Eric C. Jensen
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Eric C. Jensen
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EXHIBIT 23.1
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 January 21, 2000, relating to the
financial statements of Vitria Technology, Inc., included in the Registration
Statement on Form S-1 (No. 333-95319). We also consent to the reference to us
under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
San Jose, California
February 10, 2000
