<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 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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ARIBA, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7372 77-0439730
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>
1314 CHESAPEAKE TERRACE
SUNNYVALE, CALIFORNIA 94089
(408) 543-3800
(Address, including zip code, and telephone number, including
area code, of the Registrant's principal executive offices)
KEITH J. KRACH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ARIBA, INC.
1314 CHESAPEAKE TERRACE
SUNNYVALE, CALIFORNIA 94089
(408) 543-3800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
BROOKS STOUGH JEFFREY R. VETTER
CRAIG M. SCHMITZ EDWARD M. URSCHEL
DAVID W. KLING PAMELA A. SERGEEFF
STEVEN P. CHEN Fenwick & West LLP
Gunderson Dettmer Stough Two Palo Alto Square
Villeneuve Franklin & Hachigian, LLP Palo Alto, California 94306
155 Constitution Drive (650) 494-0600
Menlo Park, California 94025
(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, as amended, 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. /X/ 333-76953
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 this prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE CHART
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MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE OFFERING PRICE FEE(1)
<S> <C> <C> <C> <C>
Common Stock, $0.002 par value per share.... 7,200 $23.00 $165,600 $46.04
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(1) The Registrant previously registered an aggregate of $126,500,000 worth of
Common Stock on a Registration Statement on Form S-1 (File No. 333-76953),
for which a filing fee of $35,167 was paid.
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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(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.
333-76953 (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.
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 Sunnyvale,
State of California, on this 23rd day of June, 1999.
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<S> <C> <C>
ARIBA, INC.
By: /s/ KEITH J. KRACH
-----------------------------------------
Keith J. Krach
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
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:
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<C> <S> <C>
President, Chief Executive
/s/ KEITH J. KRACH Officer and Chairman of
- ------------------------------ the Board (Principal June 23, 1999
Keith J. Krach Executive Officer)
Chief Financial Officer,
Vice President-- Finance
/s/ EDWARD P. KINSEY and Administration and
- ------------------------------ Secretary (Principal June 23, 1999
Edward P. Kinsey Financial and Accounting
Officer)
*
- ------------------------------ Director June 23, 1999
Robert C. Kagle
*
- ------------------------------ Director June 23, 1999
Paul Hegarty
*
- ------------------------------ Director June 23, 1999
John B. Mumford
*
- ------------------------------ Director June 23, 1999
Hatim A. Tyabji
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ KEITH J. KRACH
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(Keith J. Krach,
Attorney-in-fact)
</TABLE>
(1) The Power of Attorney granted by each director was filed as an exhibit to
the Prior Registration Statement.
II-1
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT NO. EXHIBIT
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<C> <S>
1.1* Form of Underwriting Agreement.
5.1 Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant.
23.1 Consent of Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant.
Reference is made to Exhibit 5.1.
24.1* Power of Attorney.
</TABLE>
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* Incorporated by reference from the Prior Registration Statement.
<PAGE>
Exhibit 5.1
[GUNDERSON DETTMER LETTERHEAD]
June 23, 1999
Ariba, Inc.
1314 Chesapeake Terrace
Sunnyvale, California 94089
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 originally filed
by Ariba, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") on June 23, 1999, as thereafter amended or supplemented
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of up to 7,200 shares of the Company's
Common Stock (the "Shares"). The Shares are to be sold by the Company as
described in the Registration Statement. As your counsel in connection with
this transaction, 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, upon completion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of
the Shares and upon completion of the proceedings being taken in order to
permit such transactions to be carried out in accordance with the securities
laws of the various states where required, 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 non-assessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement, and further consent to the use of our name wherever appearing in
said Registration Statement, including the prospectus constituting a part
thereof, and in any amendment or supplement thereto.
Very truly yours,
GUNDERSON DETTMER STOUGH
VILLENEUVE FRANKLIN & HACHIGIAN, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in the registration statement on
Form S-1 of Ariba, Inc. of our report dated April 22, 1999, relating to the
consolidated balance sheets of Ariba, Inc. and subsidiaries as of September 30,
1997 and 1998 and the related consolidated statements of operations and other
comprehensive income (loss), stockholders' equity, and cash flows for each of
the years then ended, which report appears in the registration statement (No.
333-76953) on Form S-1 of Ariba, Inc.
KPMG LLP
Mountain View, California
June 21, 1999
