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As filed with the Securities and Exchange Commission on July 3, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRIMUS KNOWLEDGE SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
Washington 91-1350484
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
Suite 1900
1601 Fifth Avenue
Seattle, Washington 98101
(Address of principal executive offices, including zip code)
PRIMUS KNOWLEDGE SOLUTIONS, INC. 1999 AMENDED AND RESTATED NONOFFICER
EMPLOYEE STOCK COMPENSATION PLAN
Stock Option Agreement Dated May 31, 2000
(Full title of the plans)
MICHAEL A. BROCHU
President and Chief Executive Officer
Primus Knowledge Solutions, Inc.
1601 Fifth Avenue, Suite 1900
Seattle, WA 98101
(206) 292-1000
(Name, address and telephone number, including area code, of agent for service)
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Copies to:
ANDREW BOR
ELIZABETH KORRELL
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Amount to Proposed Maximum Proposed Maximum Amount of
Title of Securities Be Offering Price per Aggregate Registration
to Be Registered Registered(1) share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.025 par value per share,
under the:
1999 Amended and Restated Nonofficer
Employee Stock Compensation Plan 1,000,000 $44.5625 (2) $44,562,500 (2)
Stock Option Agreement Dated May 31, 2000 125,000 $ 28.125 $ 3,515,625 $12,692.63
Total $48,078,125
1,125,000
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the plans as the result of any future stock split, stock dividend or
similar adjustment of the Registrant's outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based on the average of high and low sales prices for the Common Stock
on June 27, 2000, as reported for such date on the Nasdaq National
Market.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the Commission on March 23, 2000 under
Section 13(a) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act");
(b) The Registrant's Current Report on Form 8-K filed on June
30, 2000;
(c) The description of the Registrant's Common Stock contained
in the Registration Statement on Form 8-A filed on June 4, 1999, under Section
12(g) of the Exchange Act, including any amendments or reports for the purpose
of updating such description; and
(d) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (b) above.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which deregisters the securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Section 10 of the Registrant's Second Amended and Restated
Bylaws provides for indemnification of the Registrant's directors, officers,
employees and agents to the maximum extent permitted by Washington law. The
directors and officers of the Registrant also may be indemnified against
liability they may incur for serving in that capacity pursuant to a liability
insurance policy maintained by the Registrant for such purpose.
Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. Article 9 of the Registrant's Fourth Amended and Restated
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Articles of Incorporation contains provisions implementing, to the fullest
extent permitted by Washington law, such limitations on a director's liability
to the Registrant and its shareholders.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description
---------- -------------------------------------------------------------
5.1 Opinion of Perkins Coie LLP regarding legality of the Common
Stock being registered
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Perkins Coie LLP (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Primus Knowledge Solutions, Inc. 1999 Amended and Restated
Nonofficer Employee Stock Compensation Plan
99.2 Stock Option Agreement dated May 31, 2000
Item 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
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however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
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information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such 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.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act
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(and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act 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 the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, 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 whether such indemnification by it is against public
policy as expressed in the Securities Act 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 Seattle, State of Washington, on June 30, 2000.
PRIMUS KNOWLEDGE SOLUTIONS, INC.
/s/ Michael A. Brochu
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By: Michael A. Brochu
President, Chief Executive Officer and Chairman
of the Board
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Michael A. Brochu and Elizabeth J. Huebner, or either of them, as attorneys-in-
fact with full power of substitution, to execute in the name and on the behalf
of each person, individually and in each capacity stated below, and to file, any
and all amendments to this Registration Statement, including any and all post-
effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on June 30, 2000.
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<CAPTION>
Signature Title
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<S> <C>
/s/ Michael A Brochu President, Chief Executive Officer and Chairman of the Board
-------------------------------- (Principal Executive Officer)
Michael A. Brochu
/s/ Elizabeth J. Huebner Executive Vice President, Chief Financial Officer, Secretary
-------------------------------- and Treasurer (Principal Financial and Accounting Officer)
Elizabeth J. Huebner
/s/ Antonio M. Audino Director
--------------------------------
Antonio M. Audino
/s/ Promod Haque Director
--------------------------------
Promod Haque
/s/ Frederic W. Harman Director
--------------------------------
Fredric W. Harman
/s/ Yasuki Matsumoto Director
--------------------------------
Yasuki Matsumoto
/s/ Janice C. Peters Director
--------------------------------
Janice C. Peters
/s/ John Connors Director
--------------------------------
John Connors
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Perkins Coie LLP regarding legality of the Common
Stock being registered
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Perkins Coie LLP (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Primus Knowledge Solutions, Inc. 1999 Amended and Restated
Nonofficer Employee Stock Compensation Plan
99.2 Stock Option Agreement dated May 31, 2000
