<PAGE>
As filed with the Securities and Exchange Commission on December 27, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VITRIA TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0386311
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
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945 Stewart Drive
Sunnyvale, CA 94086
(408) 212-2700
(Address of principal executive offices)
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1999 Employee Stock Purchase Plan
(Full title of the plan)
JoMei Chang, Ph.D.
President and Chief Executive Officer
Vitria Technology, Inc.
945 Stewart Drive
Sunnyvale, CA 94086
(408) 212-2700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
Copies to:
Suzanne Sawochka Hooper, Esq.
Cooley Godward llp
5 Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
to be Registered Amount to be Registered Price per Share(1) Offering Price(1) Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value 2,756,131 $4.84375 $13,350,009.53 $3,337.50
$.001)
==================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon the average of the high and low
prices of Registrant's Common Stock on December 21, 2000 as reported on the
Nasdaq National Market.
(2) This Registration Statement shall cover any additional shares of Common
Stock which become issuable under the plans set forth hereby by reason of
any stock dividend, stock split, recapitalization or any other similar
transaction without receipt of consideration which results in an increase
in the number of shares of the Registrant's outstanding Common Stock.
Approximate date of commencement of proposed sale to the public: as soon as
practicable after this Registration Statement becomes effective.
1
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-91325
The contents of Registration Statement on Form S-8 No. 333-91325 filed with
the Securities and Exchange Commission (the "Commission") on November 19, 1999
are incorporated by reference herein.
EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
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<C> <S>
4.1(1) Amended and Restated Certificate of Incorporation of Registrant.
4.2(2) Certificate of Amendment of Restated Certificate of Incorporation of Registrant
4.3(1) Amended and Restated Bylaws of Registrant.
4.4(1) Specimen Stock Certificate.
4.5(1) Second Amended and Restated Investor Rights Agreement, dated August 27, 1996, between the Registrant
and certain investors, as amended October 22, 1996.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement.
24 Power of Attorney is contained on the signature page.
99.1(3) 1999 Employee Stock Purchase Plan.
</TABLE>
(1) Filed as an exhibit to the Registrant's Form S-1 Registration Statement
(No. 333-26843), filed with the Commission on June 22, 1999 as amended, and
incorporated herein by reference.
(2) Filed as Exhibit 3.5 to the Registrant's Quarterly Report on Form 10-Q for
the period ended June 30, 2000 (File No. 0-27207), filed with the
Commission on August 14, 2000 and incorporated herein by reference.
(3) Filed as Exhibit 99.3 to the Registrant's Form S-8 Registration Statement
(No. 333-91325), filed with the Commission on November 19, 1999 and
incorporated herein by reference.
2
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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 December 20, 2000.
Vitria Technology, Inc.
By: /s/ JoMei Chang
-------------------------------------
JoMei Chang, Ph.D.
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose signature
appears below constitutes and appoints JoMei Chang and Paul R. Auvil, III, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, 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 file the same,
with all exhibits thereto, and other 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 connection therewith,
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 their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, 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>
/s/ JoMei Chang President, Chief Executive Officer and December 20, 2000
--------------------------------------- Director (Principal Executive Officer)
JoMei Chang, Ph.D.
/s/ Paul R. Auvil III Vice President, Finance, Chief Financial December 20, 2000
--------------------------------------- Officer (Principal Financial Officer and
Paul R. Auvil III Accounting Officer)
/s/ M. Dale Skeen Director December 20, 2000
---------------------------------------
M. Dale Skeen
/s/ Robert M. Halperin Director December 20, 2000
---------------------------------------
Robert M. Halperin
/s/ John L. Walecka Director December 20, 2000
---------------------------------------
John L. Walecka
/s/ William H. Younger, Jr. Director December 20, 2000
---------------------------------------
William H. Younger, Jr.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
---------- -----------------------
<C> <S>
4.1(1) Amended and Restated Certificate of Incorporation of Registrant.
4.2(2) Certificate of Amendment of Restated Certificate of Incorporation of Registrant
4.3(1) Amended and Restated Bylaws of Registrant.
4.4(1) Specimen Stock Certificate.
4.5(1) Second Amended and Restated Investor Rights Agreement, dated August 27, 1996, between the Registrant
and certain investors, as amended October 22, 1996.
5.1 Opinion of Cooley Godward LLp.
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Cooley Godward LLp is contained in Exhibit 5.1 to this Registration Statement.
24 Power of Attorney is contained on the signature page.
99.1(3) 1999 Employee Stock Purchase Plan.
</TABLE>
(1) Filed as an exhibit to the Registrant's Form S-1 Registration Statement
(No. 333-26843), filed with the Commission on June 22, 1999 as amended, and
incorporated herein by reference.
(2) Filed as Exhibit 3.5 to the Registrant's Quarterly Report on Form 10-Q for
the period ended June 30, 2000 (File No. 0-27207), filed with the
Commission on August 14, 2000 and incorporated herein by reference.
(3) Filed as Exhibit 99.3 to the Registrant's Form S-8 Registration Statement
(No. 333-91325), filed with the Commission on November 19, 1999 and
incorporated herein by reference.
4
