<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1998
REGISTRATION NO. 333-62299
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CONCUR TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7372 91-1608052
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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6222 185TH AVENUE NE
REDMOND, WASHINGTON 98052
(425) 702-8808
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
S. STEVEN SINGH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
6222 185TH AVENUE NE
REDMOND, WASHINGTON 98052
(425) 702-8808
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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MATTHEW P. QUILTER, ESQ. THOMAS A. BEVILACQUA, ESQ.
HORACE L. NASH, ESQ. CURTIS L. MO, ESQ.
KRISTINA R. WILKEN, ESQ. PATRICIA MONTALVO TIMM, ESQ.
KEVIN S. CHOU, ESQ. BROBECK, PHLEGER & HARRISON LLP
FENWICK & WEST LLP TWO EMBARCADERO PLACE
TWO PALO ALTO SQUARE 2200 GENG ROAD
PALO ALTO, CALIFORNIA 94306 PALO ALTO, CALIFORNIA 94303
(650) 494-0600 (650) 424-0160
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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, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
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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. [ ]
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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. [X] 333-62299
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 WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed herewith:
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EXHIBIT
NUMBER EXHIBIT TITLE
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1.01 -- Form of Underwriting Agreement.*
2.01 -- Form of Agreement and Plan of Merger between Company and
Concur Technologies, Inc., a Washington corporation.*
2.02 -- Agreement and Plan of Reorganization between Company, PSC
Merger Corp., 7Software, Inc., Andrew Dent and Melissa
Widner dated June 30, 1998.*
3.01 -- Company's Certificate of Incorporation.*
3.02 -- Company's Certificate of Designation.*
3.03 -- Form of Company's Amended and Restated Certificate of
Incorporation to be filed with the Delaware Secretary of
State immediately following the Offering.*
3.04 -- Company's Bylaws.*
3.05 -- Certificate of Amendment of Company's Certificate of
Incorporation filed with the Delaware Secretary of State on
December 9, 1998.
4.01 -- Specimen Certificate for Company's Common Stock.*
4.02 -- Second Amended and Restated Information and Registration
Rights Agreement dated May 29, 1998.*
5.01 -- Opinion of Fenwick & West LLP regarding legality of the
securities being issued.*
10.01 -- Company's Amended and Restated 1994 Stock Option Plan and
related documents.*
10.02 -- Company's Amended 1998 Equity Incentive Plan and related
documents.*
10.03 -- Company's 1998 Employee Stock Purchase Plan and related
documents.*
10.04 -- Company's 1998 Directors Stock Option Plan and related
documents.*
10.05 -- Company's 401(k) Profit Sharing and Trust Plan.*
10.06 -- Form of Indemnity Agreement entered into by Company with
each of its directors and executive officers.*
10.07 -- Series D Preferred Stock Purchase Agreement dated July 22,
1997.*
10.08 -- Series E Preferred Stock Purchase Agreement dated May 29,
1998.*
10.09 -- Strategic Marketing Alliance Agreement between Company and
American Express Company dated December 17, 1997.*
10.10 -- Co-Branded XMS Service Marketing Agreement between Company
and American Express Travel Related Services Company, Inc.
("TRS") dated August 11, 1998.*
10.11 -- Warrant to purchase shares of Company's Series E Preferred
Stock issued by Company to TRS dated August 11, 1998.*
10.12 -- Voting Agreement among Company and stockholders of Company
identified therein dated May 29, 1998.*
10.13 -- Amendment Agreement among Company and stockholders of
Company identified therein dated July 30, 1998.*
10.14 -- Facility Lease between Company and CarrAmerica Realty
Corporation dated October 31, 1997, as amended on April 10,
1998.*
10.15 -- Letter Agreement between Company and Sterling R. Wilson
dated April 21, 1994.*
10.16 -- Letter Agreement between Company and Jon T. Matsuo dated
June 20, 1994.*
10.17 -- Letter Agreement between Company and Frederick L. Ingham
dated December 5, 1996.*
10.18 -- Letter Agreement between Company and John P. Russo, Jr.
dated April 1, 1996.*
10.19 -- Standstill Agreement between Company and TRS dated August
10, 1998.*
10.20 -- Security and Loan Agreement between Company and Imperial
Bank dated September 3, 1997.*
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II-1
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EXHIBIT
NUMBER EXHIBIT TITLE
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10.21 -- Addendum to Security and Loan Agreement between Company and
Imperial Bank dated September 3, 1997.*
10.22 -- Second Amendment to Loan Documents between Company and
Imperial Bank dated April 28, 1998.*
10.23 -- Bonus Agreement between Company and Melissa Widner and
Andrew Dent dated June 30, 1998.*
10.24 -- Amendment to Standstill Agreement between Company and TRS
dated November 30, 1998.*
10.25 -- Letter Agreement between Company and John A. Prumatico dated
June 24, 1998.*
10.26 -- Letter Agreement between Company and Michael Watson dated
June 24, 1998.*
21.01 -- List of Company's subsidiaries.*
23.01 -- Consent of Fenwick & West LLP (included in Exhibit 5.01).*
23.02 -- Consent of Ernst & Young LLP, Independent Auditors.*
23.03 -- Consent of American Express Company.*
23.04 -- Consent of Edward P. Gilligan.*
23.05 -- Consent of Russell P. Fradin.*
24.01 -- Power of Attorney*
27.01 -- Financial Data Schedule.*
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* Previously filed.
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<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company has duly
caused this Amendment to Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Redmond, State of
Washington, on the 16th day of December, 1998.
CONCUR TECHNOLOGIES, INC.
By: /s/ S. STEVEN SINGH
------------------------------------
S. Steven Singh
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act, this Amendment to
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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NAME TITLE DATE
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/s/ S. STEVEN SINGH President, Chief Executive December 16, 1998
- ----------------------------------------------------- Officer and Director
S. Steven Singh (principal executive
officer)
/s/ STERLING R. WILSON Chief Financial Officer and December 16, 1998
- ----------------------------------------------------- Vice President of Operations
Sterling R. Wilson (principal financial officer
and principal accounting
officer)
/s/ MICHAEL W. HILTON Chairman of the Board of December 16, 1998
- ----------------------------------------------------- Directors and Chief
Michael W. Hilton Technical Officer
JEFFREY D. BRODY* Director December 16, 1998
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Jeffrey D. Brody
NORMAN A. FOGELSONG* Director December 16, 1998
- -----------------------------------------------------
Norman A. Fogelsong
MICHAEL J. LEVINTHAL* Director December 16, 1998
- -----------------------------------------------------
Michael J. Levinthal
JAMES D. ROBINSON III* Director December 16, 1998
- -----------------------------------------------------
James D. Robinson III
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*By /s/ STERLING R. WILSON
--------------------------------
Sterling R. Wilson
Attorney-in-fact
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
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3.05 -- Certificate of Amendment of Company's Certificate of
Incorporation filed with the Delaware Secretary of State on
December 9, 1998.
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<PAGE> 1
EXHIBIT 3.05
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CONCUR TECHNOLOGIES, INC.
Concur Technologies, Inc., a Delaware corporation (the "Corporation") does
hereby certify that the following amendment to the Corporation's Certificate of
Incorporation has been duly adopted in accordance with the provisions of Section
242 and Section 228 of the Delaware General Corporation Law:
Articles IV, Section A of the Certificate of Incorporation is hereby
amended and restated to read in its entirety as follows:
A. Authorization of Shares
The total number of shares of all classes of stock which the
corporation has authority to issue is one hundred thirteen million
(113,000,000) shares, consisting of two classes: sixty million (60,000,000)
shares of Common Stock, $0.001 par value per share, and fifty-three
million (53,000,000) shares of Preferred Stock, $0.001 par value per share.
Each outstanding share of Common Stock as of the date of effectiveness of
this Amended Certificate of Incorporation shall be converted into and
reconstituted as two-fifths of one share of Common Stock. No fractional
shares shall be issued upon such conversion and reconstitution, and the
number of shares of Common Stock to be issued shall be rounded down to the
nearest whole share. In lieu of any fractional share, each holder of shares
of Common Stock who would otherwise be entitled to receive a fraction of a
share of Common Stock (after aggregating all shares of Common Stock held by
such holder) shall be entitled to receive from the Corporation an amount in
cash, without interest, equal to the fair market value of such fractional
interest as determined by the Corporation's Board of Directors.
IN WITNESS WHEREOF, said Corporation has caused this Certificate of
Amendment to be signed and attested by its duly authorized officers this 9th day
of December 1998.
Concur Technologies, Inc.
By: /s/ S. Steven Singh
-------------------------------------
S. Steven Singh, Chief Executive Officer
ATTEST:
/s/ Matthew P. Quilter
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Matthew P. Quilter, Secretary
