<PAGE>
As filed with the Securities and Exchange Commission on November 7, 2000
Registration No. 333-41748
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
COMMERCE ONE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
DELAWARE 7372
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
4440 ROSEWOOD DRIVE
PLEASANTON, CA 94588
(925) 520-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ROBERT M. TARKOFF, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY
COMMERCE ONE, INC.
4440 ROSEWOOD DRIVE
PLEASANTON, CA 94588
(925) 520-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
N. ANTHONY JEFFRIES, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time 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. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, 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, 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. / /
------------------------
================================================================================
<PAGE>
DEREGISTRATION OF SECURITIES
A Registration Statement on Form S-3 (Registration No. 333-41748), was
originally filed with the U.S. Securities and Exchange Commission on July 19,
2000 and amended on July 21, 2000 by the Registrant (the "Registration
Statement"), and became effective on July 31, 2000. The offering of securities
for resale by certain selling stockholders named in the Registration Statement
has been terminated.
The total number of shares of the Registrant's common stock registered
under the Registration Statement was 4,916,434. The total number of shares of
common stock resold pursuant to the Registration Statement was 2,943,213, with
1,973,221 registered shares of common stock remaining unsold at the termination
of the offering.
Pursuant to the undertaking of the Registrant contained in the section
in Part II, Item 17 of the Registration Statement entitled "Undertakings," the
Registrant hereby requests that the 1,973,221 unsold shares be removed from
registration by means of this Post-Effective Amendment No. 1.
<PAGE>
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, thereunto duly authorized in the City of Pleasanton,
State of California, on this 7th day of November, 2000.
COMMERCE ONE, INC.
By: /s/ Mark B. Hoffman
-------------------------------
Mark B. Hoffman
Chairman of the Board and
Chief Executive Officer
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 below by the following persons on behalf of Commerce One, Inc. and in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------------------ ---------------------------------------------- ---------------------
<S> <C> <C>
/s/ Mark B. Hoffman Chairman of the Board and Chief Executive November 7, 2000
------------------------------------------ Officer (Principal Executive Officer)
Mark B. Hoffman
*
------------------------------------------ Vice Chairman of the Board and President November 7, 2000
Robert M. Kimmitt
/s/ Peter F. Pervere Senior Vice President and Chief Financial
------------------------------------------ Officer (Principal Financial and November 7, 2000
Peter F. Pervere Accounting Officer)
*
------------------------------------------ Director November 7, 2000
John V. Balen
*
------------------------------------------ Director November 7, 2000
William B. Elmore
------------------------------------------ Director
David H. J. Furniss
------------------------------------------ Director
Kenneth C. Gardner
*
------------------------------------------ Director November 7, 2000
Thomas J. Gonzales, II
*
------------------------------------------ Director November 7, 2000
William J. Harding
2
<PAGE>
*
------------------------------------------ Director November 7, 2000
Noriyoshi Osumi
------------------------------------------ Director
Larry W. Sonsini
------------------------------------------ Director
Jay M. Tenenbaum
*
------------------------------------------ Director November 7, 2000
Jeffrey T. Webber
</TABLE>
* By: /s/ Robert M. Tarkoff, Esq.
----------------------------------
Robert M. Tarkoff, Esq.
Attorney-in-fact
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