<PAGE>
As filed with the Securities and Exchange Commission on March 26, 1999
Registration No. 333-73015
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
___________________
ACTUATE SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 7372 94-3193197
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
999 Baker Way
San Mateo, California 94404
(650) 425-2300
(Address of principal executive offices) (Zip Code)
___________________
ACTUATE SOFTWARE CORPORATION 1998 EQUITY INCENTIVE PLAN
ACTUATE SOFTWARE CORPORATION 1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
___________________
NICOLAS C. NIERENBERG
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD
ACTUATE SOFTWARE CORPORATION
999 Baker Way
San Mateo, California 94404
(Name and address of agent for service)
(650) 425-2300
(Telephone number, including area code, of agent for service)
___________________
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) per Share Price (2) Fee
---------- ---------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
1998 Equity Incentive Plan
- --------------------------
Options 688,967 N/A N/A N/A
Common Stock (par value $.001) 688,967 shares $22.175 (2) $15,277,843.22(2) $4,248(3)
1998 Employee Stock Purchase Plan
- -----------------------------------
Rights to Purchase 150,000 N/A N/A N/A
Common Stock (par value $.001) 150,000 shares $22.175 (2) $3,326,250 (2) $925(4)
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1998 Equity Incentive Plan and
the 1998 Employee Stock Purchase Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without
the receipt of consideration which results in an increase in the number of
the outstanding shares of Common Stock of Actuate Software Corporation.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low prices per share of Common Stock of Actuate Software Corporation as
reported on the Nasdaq National Market on February 19, 1999.
(3) $4,190 of this fee has been paid previously with the filing of the
Registration Statement on Form S-8 (Registration No. 333-73015) which was
declared effective by the commission on February 26, 1999.
(4) $913 of this fee has been paid previously with the filing of the
Registration Statement on Form S-8 (Registration No. 333-73015) which was
declared effective by the commission on February 26, 1999.
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<PAGE>
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 San Mateo, State of California on this 26th day
of March, 1999.
ACTUATE SOFTWARE CORPORATION
By: /s/ Nicolas C. Nierenberg
----------------------------------
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post Effective Amendment No. 1 Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
- -------------------------------- -------------------------------------- --------------
<S> <C> <C>
/s/ Nicolas C. Nierenberg Chairman of the Board,
- -------------------------------- President, Chief Executive Officer and March 26, 1999
Nicolas C. Nierenberg Director (Principal Executive Officer)
/s/ Daniel A. Gaudreau Vice President, Finance, March 26, 1999
- -------------------------------- and Chief Financial Officer
Daniel A. Gaudreau (Principal Financial and Accounting
Officer)
James Breyer* Director March 26, 1999
- --------------------------------
James Breyer
Arthur Patterson* Director March 26, 1999
- --------------------------------
Arthur Patterson
Nancy Schoendorf* Director March 26, 1999
- --------------------------------
Nancy Schoendorf
Steven Whiteman* Director March 26, 1999
- --------------------------------
Steven Whiteman
*By: /s/ Daniel A. Gaudreau
--------------------------------
Daniel A. Gaudreau
Attorney-in-Fact
</TABLE>
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