<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 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
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COMMERCE ONE, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7372 68-0322810
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>
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1600 RIVIERA AVENUE
WALNUT CREEK, CALIFORNIA 94596
(925) 941-6000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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MARK B. HOFFMAN
CHIEF EXECUTIVE OFFICER
1600 RIVIERA AVENUE
WALNUT CREEK, CALIFORNIA 94596
(925) 941-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
DAVID J. SEGRE STEVEN M. SPURLOCK
Wilson Sonsini Goodrich & Rosati Gunderson Dettmer Stough
Professional Corporation Villeneuve Franklin & Hachigian, LLP
650 Page Mill Road 155 Constitution Drive
Palo Alto, California 94304 Menlo Park, California 94025
(650) 493-9300 (650) 321-2400
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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.
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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/ 333-76987
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,
check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM
AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C>
Common Stock $0.0001 par value.............................................. $7,590,000 $2,111
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(1) The Registrant previously registered an aggregate of $72,105,000 worth of
Common Stock on a Registration Statement on Form S-1 (File No. 333-76987)
for which a filing fee of $20,046 was paid.
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 HEREAFTER 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 COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a),
MAY DETERMINE.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission pursuant to Rule 462 under the Securities Act of 1933, as amended.
This Registration Statement relates to the public offering of Common Stock of
the Registrant contemplated by the Registration Statement on Form S-1, File No.
333-76987 (the "Prior Registration Statement"), and is being filed for the sole
purpose of registering additional securities of the same class as were included
in the Prior Registration Statement.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
This Registration Statement relates to the public offering of Common Stock of
the Registrant contemplated by the Registration Statement on Form S-1, File No.
333-76987 (the "Prior Registration Statement"), and is being filed for the sole
purpose of registering additional securities of the same class as were included
in the Prior Registration Statement.
II-6
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Walnut
Creek, State of California, on the 1st day of July, 1999.
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<S> <C> <C>
COMMERCE ONE, INC.
By: /s/ MARK B. HOFFMAN
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MARK B. HOFFMAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
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<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
President, Chief Executive
/s/ MARK B. HOFFMAN Officer and Chairman of
- ------------------------------ the Board (Principal July 1, 1999
MARK B. HOFFMAN Executive Officer)
Vice President and Chief
/s/ PETER F. PERVERE Financial Officer
- ------------------------------ (Principal Financial July 1, 1999
PETER F. PERVERE Officer)
*
- ------------------------------ Director July 1, 1999
ASIM ABDULLAH
*
- ------------------------------ Director July 1, 1999
JOHN V. BALEN
*
- ------------------------------ Director July 1, 1999
WILLIAM B. ELMORE
*
- ------------------------------ Director July 1, 1999
KENNETH C. GARDNER
- ------------------------------ Director
THOMAS GONZALES
</TABLE>
II-7
<PAGE>
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<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
*
- ------------------------------ Director July 1, 1999
WILLIAM J. HARDING
- ------------------------------ Director
JOHN SWINGEWOOD
*
- ------------------------------ Director July 1, 1999
JAY M. TENENBAUM
*
- ------------------------------ Director July 1, 1999
JEFFREY T. WEBBER
</TABLE>
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<S> <C> <C> <C>
*By: /s/ MARK B. HOFFMAN
-------------------------
MARK B. HOFFMAN (1)
ATTORNEY-IN-FACT
</TABLE>
(1) The Power of Attorney granted by each director was filed as an exhibit to
the Prior Registration Statement
II-8
<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER
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<C> <S>
1.1* Form of Underwriting Agreement.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.3 Consent of Wilson Sonsini Goodrich & Rosati (see Exhibit 5.1).
24.1* Power of Attorney.
</TABLE>
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* Incorporated by reference to the Prior Registration Statement.
<PAGE>
EXHIBIT 5.1
WILSON SONSINI GOODRICH & ROSATI
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
WWW.WSGR.COM
July 1, 1999
Commerce One, Inc.
1600 Rivera Avenue
Walnut Creek, California
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by you with
the Securities and Exchange Commission ("SEC") on July 31, 1999 (the
"Registration Statement"), relating to the Registration Statement on Form S-1
originally filed by you on April 26, 1999, and thereafter amended (File No.
333-76987) in connection with registration under the Securities Act of 1933, as
amended, of shares of your Common Stock, par value $0.0001 (the "Shares"). We
understand that the Shares are to be sold to the underwriters of the offering
for resale to the public as described in the Registration Statement. As your
legal counsel, we have examined the proceedings taken, and are familiar with the
proceedings proposed to be taken, by you in connection with the sale and
issuance of the Shares.
It is our opinion that the Shares, when issued and sold in the manner
described in the Registration Statement and in accordance with the resolutions
adopted by the Board of Directors of the Company, will be legally and 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 the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments or supplements thereto.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-1) of Commerce One, Inc. for the registration of shares of its common
stock and to the reference to our firm under the caption "Experts" and "Selected
Consolidated Financial Data" included in the Registration Statement (Form S-1,
No. 333-76987), of our report dated March 5, 1999 (except for Note 8, as to
which the date is June 25, 1999) with respect to the consolidated financial
statements of Commerce One, Inc. as of December 31, 1997 and 1998 and for each
of the three years in the period ended December 31, 1998 and our report dated
March 5, 1999 with respect to the financial statements of VEO Systems, Inc. as
of December 31, 1998 and for the year then ended, included in the Registration
Statement (Form S-1, No. 333-76987), as amended, and the related Prospectus of
Commerce One, Inc. filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Walnut Creek, California
June 25, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our report dated May 8, 1998, except for the last
paragraph of Note 10, as to which the date is August 21, 1998, relating to the
financial statements of VEO Systems, Inc., which report appears in the
Registration Statement on Form S-1 (No. 333-76987) of Commerce One, Inc.
/s/ PricewaterhouseCoopers LLP
San Jose, California
June 25, 1999
