<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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<S> <C>
MATTHEW P. QUILTER, ESQ. CURTIS L. MO, ESQ.
HORACE L. NASH, ESQ. PATRICIA MONTALVO TIMM, ESQ.
KEVIN S. CHOU, ESQ. ANGENETTE LYNCH, ESQ.
FENWICK & WEST LLP BROBECK, PHLEGER & HARRISON LLP
TWO PALO ALTO SQUARE TWO EMBARCADERO PLACE
PALO ALTO, CALIFORNIA 94306 2200 GENG ROAD
(650) 494-0600 PALO ALTO, CALIFORNIA 94303
(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. [X] 333-74685
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. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, par value $0.001 per
share.............................. 230,000 $43.50 $10,005,000 $2,782
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(1) Includes 30,000 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee.
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<PAGE> 2
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-1. Incorporated by reference herein is, in its
entirety, the Registration Statement on Form S-1 (File No. 333-74685) of Concur
Technologies, Inc., which was declared effective by the Securities and Exchange
Commission on April 15, 1999.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company has duly
caused this 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 April, 1999.
CONCUR TECHNOLOGIES, INC.
By: /s/ S. STEVEN SINGH
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S. Steven Singh
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ S. STEVEN SINGH President, Chief Executive Officer April 16, 1999
- ------------------------------------------------ and Director (principal executive
S. Steven Singh officer)
/s/ STERLING R. WILSON Chief Financial Officer and April 16, 1999
- ------------------------------------------------ Executive Vice President of
Sterling R. Wilson Operations (principal financial
officer and principal accounting
officer)
MICHAEL W. HILTON* Chairman of the Board of Directors April 16, 1999
- ------------------------------------------------ and Chief Technical Officer
Michael W. Hilton
JEFFREY D. BRODY* Director April 16, 1999
- ------------------------------------------------
Jeffrey D. Brody
NORMAN A. FOGELSONG* Director April 16, 1999
- ------------------------------------------------
Norman A. Fogelsong
RUSSELL P. FRADIN* Director April 16, 1999
- ------------------------------------------------
Russell P. Fradin
EDWARD P. GILLIGAN* Director April 16, 1999
- ------------------------------------------------
Edward P. Gilligan
MICHAEL J. LEVINTHAL* Director April 16, 1999
- ------------------------------------------------
Michael J. Levinthal
JAMES D. ROBINSON III* Director April 16, 1999
- ------------------------------------------------
James D. Robinson III
*By: /s/ STERLING R. WILSON
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Sterling R. Wilson
Attorney-in-Fact
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EXHIBIT INDEX
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<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE
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<C> <S> <C>
5.01 Opinion of Fenwick & West LLP...............................
23.01 Consent of Ernst & Young LLP, Independent Auditors..........
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<PAGE> 1
Exhibit 5.01
April 16, 1999
Concur Technologies, Inc.
6222 185th Avenue NE
Redmond, Washington 98052
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-1
filed by you with the Securities and Exchange Commission (the "COMMISSION") on
or about April 16, 1999, (the "REGISTRATION STATEMENT") in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
3,100,000 shares of the Common Stock (the "STOCK") of Concur Technologies, Inc.,
a Delaware corporation (the "COMPANY"), 2,018,620 of which shares will be issued
and sold by the Company and 1,081,380 of which shares are presently issued and
outstanding and will be sold by certain selling stockholders named in the
Registration Statement (the "SELLING STOCKHOLDERS").
In rendering this opinion, we have examined the following:
(1) the Registration Statement, together with the Exhibits filed as a part
thereof;
(2) the Prospectus prepared in connection with the Registration Statement;
(3) the Form 8-A for Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of
1934 filed with the Commission on December 7, 1998;
(4) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors of the Company that are contained
in your minute books and the minute books of your predecessor, Concur
Technologies, Inc., a Washington corporation ("CONCUR WASHINGTON"),
that are in our possession;
(5) the stock records for both the Company and Concur Washington that have
been provided to us (consisting of a list of stockholders and a list
of option and warrant holders respecting the Company's capital stock
and of any rights to purchase capital stock that were prepared by
you);
(6) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations;
(7) the Letter of Transmittal and Custody Agreement and the Irrevocable
Power of Attorney signed by the Selling Stockholders in connection
with the sale of the Stock described in the Registration Statement;
and
(8) the agreements under which the Selling Stockholders acquired the
shares of Common Stock to be sold by them in connection with the
Registration Statement.
In addition, we have verified with your transfer agent that the number of
shares of Common Stock outstanding does not exceed 18,000,000 shares.
<PAGE> 2
Concur Technologies, Inc.
April 16, 1999
Page 2
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all natural persons executing the same, the lack
of any undisclosed terminations, modifications, waivers or amendments to any
documents reviewed by us and the due execution and delivery of all documents
where due execution and delivery are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from records included in
the documents referred to above. We have made no independent investigation or
other attempt to verify the accuracy of any of such information or to determine
the existence or non-existence of any other factual matters; however, we are not
aware of any facts that would cause us to believe that the opinion expressed
herein is not accurate.
We are admitted to practice law in the State of California, and we express
no opinion herein with respect to the application or effect of the laws of any
jurisdiction other than the existing laws of the United States of America, the
currently effective Delaware General Corporation Law (without reference to case
law or secondary sources) and the existing laws of the State of California.
Based upon the foregoing, it is our opinion that the 1,081,380 shares of
the Stock to be sold by the Selling Stockholders pursuant to the Registration
Statement are validly issued, fully paid and nonassessable and that the
2,018,620 shares of the Stock to be issued and sold by the Company, when issued
and sold in the manner referred to in the relevant Prospectus associated with
the Registration Statement, will be 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 all references to us in the Registration
Statement, the Prospectus constituting a part thereof and any amendments
thereto.
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof. This
opinion is intended solely for your use as an exhibit to the Registration
Statement for the purpose of the above sale of the Stock and is not to be relied
upon for any other purpose.
Very truly yours,
/s/ FENWICK & WEST LLP
FENWICK & WEST LLP
<PAGE> 1
Exhibit 23.01
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-1) filed pursuant to Rule 462(b) of the Securities and Exchange Act of
1933, as amended, the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" and of our report dated October 27,
1998 (except Note 18, as to which the date is December 9, 1998) relative to the
consolidated financial statements of Concur Technologies, Inc. (the Company) and
our report dated August 14, 1998 relative to the financial statements of
7Software included in the Company's Registration Statement (Form S-1, No.
333-74685) and the related Prospectus of the Company for the registration of
3,100,000 shares of common stock, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Seattle, Washington
April 16, 1999
