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As filed with the Securities and Exchange Commission on June 27, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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eGAIN COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 7372 77-0466366
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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455 W. Maude Avenue, Sunnyvale, California 94086, (408) 212-3400
(Address, including ZIP code, and telephone number, including area code, of
registrant's principal executive offices)
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ASHUTOSH ROY
Chief Executive Officer
eGain Communications Corporation
455 W. Maude Avenue
Sunnyvale, California 94086
Telephone: (408) 212-3400
(Name, address, including ZIP code, and telephone number, including area code,
of agent for service)
Copies to:
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<S> <C> <C>
STANLEY F. PIERSON, ESQ. ASHUTOSH ROY THOMAS C. DEFILIPPS, ESQ.
BRADLEY D. KOHN, ESQ. Chief Executive Officer ALISANDE M. ROZYNKO, ESQ.
JEFFREY S. HARRELL, ESQ. eGain Communications Corporation DAVID P. JEDRZEJEK, ESQ.
LAURA BUHL, ESQ. 455 W. Maude Avenue Wilson Sonsini Goodrich & Rosati
Pillsbury Madison & Sutro LLP Sunnyvale, California 94086 Professional Corporation
2550 Hanover Street Telephone: (408) 212-3400 650 Page Mill Road
Palo Alto, California 94304 Facsimile: (408) 212-3500 Palo Alto, California 94304
Telephone: (650) 233-4500 Telephone: (650) 493-9300
Facsimile: (650) 233-4545 Facsimile: (650) 493-6811
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Approximate date of commencement of proposed sale to the public: Upon
consummation of the merger described herein.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, 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] Registration Number 333-
34848
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. [_]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Each Class of Amount to be Aggregate Offering Amount of
Securities To Be Registered Registered Price Registration Fee
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Common stock, par value $0.001 per share....... 1,444,918(1) $2,304,226.59(2) $609(3)
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(1) Represents the maximum number of additional shares of Registrant common
stock issuable to holders of (a) Class A common stock, $0.01 per share,
and (b) Class B common stock, $0.01 per share, of Inference Corporation
pursuant to an Agreement and Plan of Merger, dated as of March 16, 2000,
between Inference and the Registrant, as described in Amendment No. 1 to
the Registration Statement on Form S-4 (File No. 333-34848), which was
previously filed on May 15, 2000. In connection with the filing of that
Registration Statement, an Aggregate Offering Amount of $56,226,818.88 and
4,516,817 shares of Registrant common stock were registered, and a fee of
$14,844 was paid. The additional aggregate offering price and the number
of additional shares of Registrant common stock to be registered is based
on the number of shares of Inference common stock issued and outstanding
as of June 26, 2000 and assumes 8,006,793 shares of Inference common stock
outstanding and 100,000 options to purchase Inference common stock
outstanding (the maximum number of Inference options that the Registrant
estimates will be exercised prior to the closing of the merger). At an
exchange ratio of 0.7354 (the exchange ratio based on the 20 day average
trading price ending June 22, 2000, assuming a closing date of June 27,
2000), and based on the foregoing capitalization, an aggregate of
5,961,735 eGain shares would be issuable to Inference stockholders.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(1) of the Securities Act, based on the average of
the high and low prices of Inference Class A common stock on June 20, 2000
on Nasdaq, which was $7.22. See footnote 1 above.
(3) A filing fee of $14,844 was previously paid by the Registrant with the
initial filing of the Registrant's Registration Statement on Form S-4
(File No. 333-34848). The fee of $609 being paid herewith is only for the
additional amount of securities being registered on this registration
statement. See footnotes 1 and 2 above.
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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, as amended, or until the
registration statement shall become effective on such date as the Commission,
acting pursuant to said section 8(a), may determine.
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EXPLANATORY NOTE
This Registration Statement is being filed by eGain Communications
Corporation pursuant to General Instruction K to Form S-4 Registration
Statement and Rule 462(b) issued under the Securities Act of 1933 solely to
register an additional aggregate dollar amount of securities and an additional
number of shares of eGain for issuance pursuant to the acquisition of Inference
Corporation.
eGain previously registered an aggregate dollar amount of securities of
$56,226,818.88 (4,516,817 shares of eGain) by means of its currently effective
Registration Statement on Form S-4 (Registration No. 333-34848).
The contents of the prior Registration Statement (File No. 333-34848),
including all Appendixes and exhibits thereto, are hereby incorporated by
reference into this Registraton Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed herewith or incorporated by reference
herein:
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Exhibit
No. Description of Exhibits
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5.1 Opinion of Pillsbury Madison & Sutro LLP regarding the legality of the
securities being offered
8.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
regarding tax matters
23.1 Consent of Pillsbury Madison & Sutro LLP, included in the opinion
filed as Exhibit 5.1 to this registration statement
23.2 Consent of Ernst & Young LLP, Independent Auditors (Palo Alto,
California)
23.3 Consent of Ernst & Young LLP, Independent Auditors (Sacramento,
California)
23.4 Consent of PricewaterhouseCoopers LLP, Independent Accountants
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 June 26, 2000.
eGAIN COMMUNICATIONS CORPORATION
By /s/ Ashutosh Roy
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Ashutosh Roy
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ashutosh Roy, Gunjan Sinha, William McGrath and
Eric Smit, and each of them, his true and lawful attorneys-in-fact and agents,
each 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 any registration statement relating to the offering covered by
this Registration Statement and filed pursuant to Rule 462(b) under the
Securities Act of 1933 and to file the same, with 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, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that each of said attorneys-
in-fact and agents or their substitute or substitutes 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 below by the following persons in the
capacities and on the dates indicated.
Principal Executive Officers and Directors
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Name Title Date
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<S> <C> <C>
/s/ Ashutosh Roy Chairman of the Board and June 26, 2000
____________________________________ Chief Executive Officer
Ashutosh Roy (Principal Executive
Officer)
/s/ Gunjan Sinha President and Director June 26, 2000
____________________________________
Gunjan Sinha
/s/ Harpreet Grewal Chief Financial Officer June 26, 2000
____________________________________ (Principal Financial
Harpreet Grewal Officer)
/s/ Eric Smit Vice President of Finance June 26, 2000
____________________________________ and Administration
Eric Smit (Principal Accounting
Officer)
Director
____________________________________
A. Michael Spence
* Director June 26, 2000
____________________________________
Mark Wolfson
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* Signed by Ashutosh Roy as attorney in fact.
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