<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 2000
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
WEBTRENDS CORPORATION
(Exact name of Registrant as specified in its charter)
OREGON 93-1123283
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
851 S.W. SIXTH AVENUE, SUITE 1200
PORTLAND, OREGON 97204
(Address of principal executive offices, including zip code)
WEBTRENDS CORPORATION AMENDED AND RESTATED 1998 STOCK INCENTIVE
COMPENSATION PLAN
(Full title of the plans)
SUSAN E. KIPPER
LAWCO OF OREGON, INC.
1211 SW FIFTH AVENUE, SUITE 1500
PORTLAND, OREGON 97204
(503) 727-2000
(Name, address and telephone number, including area code, of agent for service)
----------------------
COPY TO:
ROY W. TUCKER
PERKINS COIE LLP
1211 SW FIFTH AVENUE, SUITE 1500
PORTLAND, OREGON 97204
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Title of Securities Number to Proposed Proposed Maximum Amount of
to Be Registered Be Maximum Aggregate Registration
Registered(1) Offering Price Offering Price Fee
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par 1,298,000 $30.0625(2) $39,021,125(2) $10,302
value, under the WebTrends
Corporation 1998 Stock
Incentive Compensation Plan
================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
such employee benefit 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, on
the basis of the average of the high and low price reported by the Nasdaq
National Market System on August 7, 2000.
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The registrant hereby incorporates by reference the contents of the
following Registration Statement on Form S-8: Registration Statement No.
333-72653, dated February 19, 1999.
II-2
<PAGE> 3
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
5.1 Opinion of Perkins Coie LLP regarding legality of the Common Stock being
registered
23.1 Consent of KPMG LLP
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 WebTrends Corporation Amended and Restated 1998 Stock Incentive Compensation
Plan (incorporated by reference to Exhibit 10.1 to the Company's annual report on form
10-K for the year ended December 31, 1999)
</TABLE>
II-3
<PAGE> 4
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 Portland, State of Oregon, on the 8 day of AUGUST,
2000.
WEBTRENDS CORPORATION
/s/ Elijahu Shapira
---------------------------------------------
By: Elijahu Shapira, Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Elijahu Shapira and W. Glen Boyd, 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 the 8 day of August, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Elijahu Shapira Chief Executive Officer and Director (Principal
-------------------------------------------- Executive Officer)
Elijahu Shapira
/s/ W. Glen Boyd President, Chief Technical Officer and Director
--------------------------------------------
W. Glen Boyd
/s/ James T. Richardson Vice President, Secretary, Chief Financial Officer
-------------------------------------------- and Chief Accounting Officer (Principal Financial
James T. Richardson and Accounting Officer)
/s/ Michael Burmeister Brown Director
--------------------------------------------
Michael Burmeister-Brown
/s/ John W. Ryan Director
--------------------------------------------
John W. Ryan
Director
--------------------------------------------
Srivats Sampath
</TABLE>
II-4
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
5.1 Opinion of Perkins Coie LLP regarding legality of the Common Stock being registered
23.1 Consent of KPMG LLP
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 WebTrends Corporation Amended and Restated 1998 Stock Incentive Compensation Plan
(incorporated by reference to Exhibit 10.1 to the Company's annual report on form 10-K
for the year ended December 31, 1999)
</TABLE>
