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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1999
REGISTRATION NO. 333-67761
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SERENA SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7372 94-2669809
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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SERENA SOFTWARE, INC.
500 AIRPORT BOULEVARD, 2ND FLOOR
BURLINGAME, CALIFORNIA 94010-1904
(650) 696-1800
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
RICHARD A. DOERR
SERENA SOFTWARE, INC.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
500 AIRPORT BOULEVARD, 2ND FLOOR
BURLINGAME, CALIFORNIA 94010-1904
(650) 696-1800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
DOUGLAS H. COLLOM CARLA S. NEWELL
ROBERT F. KORNEGAY DOUGLAS T. SHEEHY
MARK B. BAUDLER JOHN F. DIETZ
PRIYA CHERIAN HUSKINS GUNDERSON DETTMER STOUGH VILLENEUVE
WILSON SONSINI GOODRICH & ROSATI FRANKLIN & HACHIGIAN, LLP
PROFESSIONAL CORPORATION 155 CONSTITUTION DRIVE
650 PAGE MILL ROAD MENLO PARK, CALIFORNIA 94025
PALO ALTO, CALIFORNIA 94304-1050 (650) 321-2400
(650) 493-9300
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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 145 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, 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. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED BE REGISTERED(1) PER SHARE OFFERING PRICE(2) FEE(3)
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Common Stock, $.0001 par value........ 6,900,000 $13.00 $89,700,000 $24,937.00
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(1) Includes 900,000 shares of common stock issuable upon exercise of the
underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(a) of the Securities Act of
1933.
(3) $21,100 of the registration fee was previously paid.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement (File
No. 333-67761) which Registration Statement the Securities and Exchange
Commission declared effective at 4:30 p.m. Eastern Standard Time on February 11,
1999 is being filed pursuant to Rule 462 only (i) to compute the registration
fee associated with the 6,900,000 shares of SERENA common stock registered under
the Registration Statement based on the initial offering price of $13.00 per
share and (ii) to indicate that the registration fee was computed pursuant to
Rule 457(a).
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SIGNATURES
Pursuant to the requirements of the Securities Act, SERENA Software,
Inc. 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 Burlingame, State of California, on the 12th day of
February, 1999.
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SERENA SOFTWARE, INC.
By: /s/ RICHARD A. DOERR*
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Richard A. Doerr, President and Chief
Executive Officer
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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 and on the dates indicated:
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SIGNATURE TITLE DATE
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President, Chief Executive February 12, 1999
/s/ RICHARD A. DOERR* Officer and Director
- ------------------------------ (Principal Executive
(Richard A. Doerr) Officer)
Vice President, Finance February 12, 1999
and Administration, Chief
/s/ ROBERT I. PENDER, JR. Financial Officer
- ------------------------------ (Principal Financial and
(Robert I. Pender, Jr.) Accounting Officer) and
Secretary
/s/ DOUGLAS D. TROXEL* Chairman of the Board of February 12, 1999
- ------------------------------ Directors and Chief
(Douglas D. Troxel) Technology Officer
/s/ ALAN H. HUNT*
- ------------------------------ Director February 12, 1999
(Alan H. Hunt)
/s/ JERRY T. UNGERMAN*
- ------------------------------ Director February 12, 1999
(Jerry T. Ungerman)
*By: /s/ ROBERT I. PENDER,
JR.
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Robert I. Pender, Jr.
Attorney-in-Fact
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