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As filed with the Securities and Exchange Commission on January 10, 2001
Registration 333-42216
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
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)
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<S> <C> <C>
Washington 7372 91-1350484
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
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1601 Fifth Avenue
Seattle, Washington 98101
(206) 292-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Michael A. Brochu
President, Chief Executive Officer and Chairman of the Board
Primus Knowledge Solutions, Inc.
1601 Fifth Avenue
Seattle, WA 98101
(206) 292-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Andrew Bor
Daniel F. Vaughn
Perkins Coie LLP
1201 Third Avenue, 48th Floor
Seattle, Washington 98101-3099
(206) 583-8888
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please 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(c)
under the Securities Act of 1933, 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. [_]
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The registrant hereby undertakes to amend 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 this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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DEREGISTRATION OF SECURITIES
On July 25, 2000 Primus Knowledge Solutions, Inc. filed a registration
statement on Form S-3 (No. 333-42216) (the "Form S-3") which registered
2,412,877 shares of its common stock for resale from time to time. On July 31,
2000 we filed an amendment to the Form S-3 increasing the number of registered
shares by 799 for a total of 2,413,676 shares. The Form S-3 was declared
effective by the Commission on August 2, 2000.
This Post-Effective Amendment No. 1 to the Form S-3 deregisters all of the
shares of common stock that remain unsold hereunder as of the date hereof.
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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-3 and has duly caused this Post-
Effective Amendment No. 1 to the registration statement to be signed on its
behalf by the undersigned, thereunder duly authorized, in the city of Seattle,
state of Washington, on the 10th day of January, 2001.
PRIMUS KNOWLEDGE SOLUTIONS, INC.
/s/ Michael A. Brochu
By: _________________________________
Michael A. Brochu
President, Chief Executive Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to the registration statement has been signed by
the following persons in the capacities indicated below on the 10th day of
January, 2001.
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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/ Ronald M. Stevens Vice President, Chief Financial Officer and
____________________________________ Treasurer (Principal Financial and Accounting
Ronald M. Stevens Officer)
* Director
____________________________________
Antonio M. Audino
* Director
____________________________________
John Connors
* Director
____________________________________
Promod Haque
* Director
____________________________________
Fredric W. Harman
* Director
____________________________________
Yasuki Matsumoto
* Director
____________________________________
Janice C. Peters
/s/ Michael A. Brochu
*By: _______________________________
Michael A. Brochu
Attorney-in-Fact
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