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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SAGENT TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 800 W. EL CAMINO REAL, SUITE 300 94-3225290
(STATE OF INCORPORATION) MOUNTAIN VIEW, CA 94040
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
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QUALITATIVE MARKETING SOFTWARE, INC.
OPTION AGREEMENTS
1998 STOCK OPTION PLAN
2000 NON-STATUTORY STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
KENNETH C. GARDNER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SAGENT TECHNOLOGY, INC.
800 W. EL CAMINO REAL, SUITE 300
MOUNTAIN VIEW, CA 94040
(650) 815-3100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
ARTHUR F. SCHNEIDERMAN, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
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====================================================================================================================================
CALCULATION OF REGISTRATION FEE
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TITLE OF MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(3) PER SHARE PRICE FEE
- -------------------------------------------------------------- ----------------- --------------- ---------------- ------------
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Common Stock, par value $0.001
To be issued for options under the Qualitative Marketing
Software, Inc. Option Agreements (assumed by the Company) 438,164 shares $3.91(1) $ 1,713,221.24(1) $ 452.29
Common Stock, par value $0.001
To be issued for options under the 2000 Non-Statutory
Stock Option Plan 635,000 shares $9.25(2) $ 5,873,750(1) $1,550.67
Common Stock, par value $0.001
To be issued for options under the 1998 Stock Option
Plan 1,411,380 shares $9.25(2) $13,055,265(1) $3,446.59
TOTAL 2,484,544 Shares $20,642,236.24 $5,449.55
====================================================================================================================================
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(1) Computed in part pursuant to Rule 457(h) of the Securities Act and in part
pursuant to Rule 457(c) under the Securities Act. Such computation is based
on the average price of $3.91 per share covering 438,164 outstanding
options under the Qualitative Marketing Software, Inc. Option Agreements.
(2) Computed in part pursuant to Rule 457(h) of the Securities Act and in part
pursuant to Rule 457(c) under the Securities Act. Such computation is based
on the average of the high and low prices of the Common Stock on the NASDAQ
National Market on May 10, 2000 which was $9.25.
(3) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions.
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SAGENT TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed by Sagent Technology,
Inc. (the "Registrant") with the Securities and Exchange Commission (the
"Commission"):
(1) The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on January 29, 1999
pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange
Act"), including any amendment or report filed for the purpose of updating such
description.
(2) The Registrant's Current Report on Form 8-K/A filed with the
Commission on February 28, 2000, pursuant to the Exchange Act.
(3) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the Commission on March 16, 2000, pursuant to the
Exchange Act.
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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Wilson Sonsini Goodrich & Rosati is corporate counsel to the Registrant and
has rendered an opinion as to the Common Stock offered hereby. Arthur F.
Schneiderman, a member of Wilson Sonsini Goodrich & Rosati, is Secretary of
Sagent. Mr. Schneiderman and certain partners of Wilson Sonsini Goodrich &
Rosati are shareholders of the Registrant's Common Stock as of May 10, 2000.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's certificate of incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation shall not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except for:
o Any breach of the director's duty of loyalty to the Registrant or its
stockholders
o Acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law
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o Unlawful payments or dividends or unlawful stock repurchases or
redemptions or other distributions
o Any transaction from which the director derived an improper personal
benefit.
The Registrant's bylaws provide that the Registrant shall indemnify its
officers and directors and may indemnify its employees and other agents to the
fullest extent provided by Delaware law. The Registrant believes that
indemnification under its bylaws covers at least negligence and gross negligence
on the part of indemnified parties. The bylaws authorize the use of
indemnification agreements and the Registrant has entered into such agreements
with each of its directors and officers. These agreements, among other things,
indemnify the Registrant's directors and officers for certain expenses,
including attorneys' fees, judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of the Registrant, arising out of such person's services as a director or
officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant.
The Registrant's bylaws permit the Registrant to secure insurance on behalf
of any officer, director, employee or other agent for any liability arising out
of his or her actions in such capacity, regardless of whether the bylaws would
permit indemnification. The Registrant has obtained officer and director
liability insurance with respect to certain matters, including matters arising
under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit Number Description
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4.1* Sagent Technology, Inc. Amended and Restated Certificate of
Incorporation dated March 10, 1999 (incorporated by reference to
Exhibit 3.2 of Registrant's Form S-1 as filed on January 29, 1999).
4.2* Sagent Technology, Inc. Bylaws (incorporated by reference to
Exhibit 3.3 of Registrant's Form S-1 as filed on January 29, 1999).
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
* Incorporated by Reference.
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ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period which offers or sales are being made,
a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act, each 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.
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(b) The 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 Securities
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to law, the Registrant's Amended and Restated
Certificate of Incorporation, Bylaws or indemnification agreements, 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 Securities Act of 1933 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 a successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Mountain View, State of California, on this 12th day
of May, 2000.
SAGENT TECHNOLOGY, INC.
By: /s/ KENNETH C. GARDNER
-------------------------------------
Kenneth C. Gardner,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth C. Gardner and W. Virginia
Walker, and each of them, as his attorney-in-fact, with full power of
substitution in each, for him in any and all capacities to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed on May 12, 2000 by the following persons in the
capacities indicated.
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SIGNATURE TITLE
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/s/ KENNETH C. GARDNER President, Chief Executive Officer and Director
- --------------------------- (Principal Executive Officer)
Kenneth C. Gardner
Executive Vice President, Finance and Administration,
/s/ W. VIRGINIA WALKER and Chief Financial Officer (Principal Financial Officer
- --------------------------- and Principal Accounting Officer)
W. Virginia Walker
/s/ JOHN E. ZICKER Executive Vice President, Technology, Chief Technology Officer and
- --------------------------- Director
John E. Zicker
/s/ SHANDA BAHLES Director
- ---------------------------
Shanda Bahles
/s/ JEFFREY T. WEBBER Director
- ---------------------------
Jeffrey T. Webber
/s/ KLAUS S. LUFT Director
- ---------------------------
Klaus S. Luft
/s/ KEITH MAIB Director
- ---------------------------
Keith Maib
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INDEX TO EXHIBITS
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Exhibit Number Description
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5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
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EXHIBIT 5.1
May 12, 2000
Sagent Technology, Inc.
800 W. El Camino Real
Suite 300
Mountain View, CA 94040
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on May 12, 2000 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of a total of 438,164 shares (the "Shares") of your Common
Stock reserved for issuance pursuant to the Qualitative Marketing Software, Inc.
Option Agreements (the "Agreements"), 635,000 shares of Common Stock subject to
outstaning and unexercised options under the 2000 Non-Statutory Stock Option
Plan (the "2000 Plan"), and 1,411,380 shares of Common Stock subject to
outstanding and unexercised options under the 1998 Stock Option Plan (the "1998
Plan"). As your legal counsel, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
sale and issuance of the Shares under the Agreements, the 2000 Plan, and the
1998 Plan.
It is our opinion that the Shares will be, when issued and sold in the
manner referred to in the Agreements, the 2000 Plan, and the 1998 Plan, legally
and 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 the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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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-8 of our reports dated March 10, 2000 relating to the
financial statements and the financial statement schedule of Sagent Technology,
Inc., which appear in Sagent Technology, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP
San Jose, California
May 9, 2000
