<PAGE>
As filed with the Securities and Exchange Commission on July 29, 1999
Registration No. 333-83491
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
FORM S-1
REGISTRATION STATEMENT
Under the Securities Act of 1933
---------------
TIBCO SOFTWARE INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 7372 77-0449727
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I. R. S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
---------------
TIBCO Software Inc.
3165 Porter Drive
Palo Alto, CA 94304
(650) 846-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------
VIVEK RANADIVE
President and Chief Executive Officer
TIBCO Software Inc.
3165 Porter Drive
Palo Alto, CA 94304
(650) 846-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copies to:
<TABLE>
<S> <C> <C>
LARRY W. SONSINI, Esq. ALISON S. RESSLER, Esq. MARK E. PALMER, Esq.
BRIAN C. ERB, Esq. Sullivan & Cromwell TIBCO Finance Technology Inc.
Wilson Sonsini Goodrich & Rosati 1888 Century Park East 3375 Hillview Ave.
Professional Corporation Los Angeles, CA 90067 Palo Alto, CA 94304
650 Page Mill Road (310) 712-6600 (650) 846-5000
Palo Alto, CA 94304
(650) 493-9300
</TABLE>
---------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
---------------
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. [X]
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 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,
please check the following box: [_]
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 thereafter 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 said Section
8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 to the above-captioned Registration Statement is being
filed solely to include Exhibit 5.1, which was not included in the initial
filing of the Registration Statement. No changes have been made to the text of
the Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the registrant in
connection with the sale of common stock being registered. All amounts are
estimates except the SEC registration fee, the NASD filing fee and the Nasdaq
National Market listing fee.
<TABLE>
<CAPTION>
Amount To
Be Paid
---------
<S> <C>
SEC registration fee............................................... $62,511
Legal fees and expenses............................................ 25,000
Accounting fees and expenses....................................... 5,000
-------
Total............................................................ $92,511
=======
</TABLE>
Item 14. Indemnification of Directors and Officers
Article Nine of the registrant's Certificate of Incorporation (Exhibit 3.1
hereto) and Article VI of the Registrant's Bylaws (Exhibit 3.2 hereto) provide
for mandatory indemnification of its directors and officers, and permissible
indemnification of employees and other agents, to the maximum extent permitted
by the Delaware General Corporation Law. In addition, the registrant has
entered into Indemnification Agreements (Exhibit 10.1 hereto) with its
officers and directors.
Item 15. Recent Sales of Unregistered Securities
From the registrant's inception through July 1, 1999, the registrant has had
issued and sold the following securities:
(a) On December 31, 1996, we issued and sold 19,000,000 shares of our
common stock and 20,000,000 shares of our Series A preferred stock to
Reuters Nederland B.V. in connection with the establishment by Reuters
of TIBCO Software Inc. as a separate entity from TIBCO Inc. The
consideration for the issuance of the shares consisted of $10,000,000
plus the book value of the assets transferred to us less the book value
of the assumed liabilities.
(b) On May 9, 1997, we issued and sold 4,365,000 shares of our Series B
preferred stock to Cisco Systems, Inc. for a purchase price of
approximately $15,714,000.
(c) On December 31, 1997, we issued and sold 2,861,316 shares of Series C
preferred stock to entities affiliated with Mayfield Fund LLP for a
purchase price of approximately $11,045,000.
(d) As of March 31, 1999, an aggregate of 4,016,191 shares of common stock
had been issued upon exercise of options under our Stock Option Plan.
(e) On June 1, 1999, we granted to Reuters an option purchase 150,000
shares of our common stock under our Director Stock Option Plan. This
option vested immediately upon grant, has an exercise price of $6.00
per share and may be transferred by Reuters to the Reuters-nominated
directors.
II-1
<PAGE>
The issuances of the securities described in (a), (b) and (c) above were
deemed to be exempt from registration under the Securities Act of 1933, as
amended, in reliance on Section 4(2) of the Securities Act as transactions by
an issuer not involving any public offering. The issuances of the securities
described in (d) and (e) above were deemed to be exempt from registration
under the Securities Act in reliance on Rule 701 under the Securities Act as
transactions by an issuer in compensatory circumstances. All of the securities
were acquired by the recipients for investment and with no view toward the
resale or distribution thereof. In each instance, the recipients were
sophisticated investors or employees of ours, the offer and sales were made
without any public solicitation and the stock certificates bear restrictive
legends. No underwriter was involved in the transactions and no commissions
were paid. All recipients had adequate access, through their relationships
with the registrant, to information about the registrant.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
3.1(a)* Certificate of Incorporation of Registrant.
3.1(b)* Form of Certificate of Incorporation of Registrant filed with the
Secretary of State of Delaware on July 13, 1999.
3.1(c)* Form of Certificate of Incorporation of Registrant to be effective
after the offering.
3.2(a)* Bylaws of Registrant.
3.2(b)* Form of Bylaws of Registrant to be effective after the offering.
4.1* Form of Registrant's Common Stock certificate.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, regarding legality of the securities being issued.
10.1* Form of Indemnification Agreement.
10.2* First Amended and Restated License, Maintenance and Distribution
Agreement dated May 28, 1999, among Reuters Limited, TIBCO Finance
Technology, Inc. and Registrant.
10.3* Draft Form of Third Amended and Restated Stockholders Agreement,
among Reuters Nederland B.V., Reuters Limited, Cisco Systems, Inc.,
Mayfield IX, Mayfield Associates Fund III, Vivek Ranadive and
Registrant.
10.4* 1996 Stock Option Plan.
10.5* 1998 Director Option Plan.
10.6* Form of Assignment and Assumption of Lease Agreement, between TIBCO
Finance Technology, Inc. and Registrant.
10.7* Form of Employment Agreement between Registrant and Vivek Y.
Ranadive.
10.8* Form of Employment Agreement between Registrant and Robert P.
Stefanski.
10.9* Form of Employment Agreement between Registrant and Paul G. Hansen.
10.10* Form of Employment Agreement between Registrant and Richard M. Tavan.
10.11* Form of Master Services Agreement among Registrant, TIBCO Finance
Technology, Inc. and Reuters.
10.12* Software License and Development Agreement dated May 11, 1999 between
Cedel Global Services, societe anonyme and Registrant.
10.13* Industrial Lease Agreement dated December 14, 1995 between Porter
Drive Associates LLC and TIBCO Finance Technology, Inc. (formerly
known as Teknekron Software Systems (Delaware), Inc.)
21.1* List of subsidiaries.
23.1** Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in Exhibit 5.1).
23.2** Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.1** Power of Attorney.
27.1* Financial Data Schedule
</TABLE>
- --------
* These exhibits are incorporated by reference to exhibits similarly numbered
in the Registrant's Registration Statement File No. 333-78195.
** Previously filed.
II-2
<PAGE>
(b) Financial Statement Schedules
Included in Notes to Financial Statements.
Item 17. Undertakings
The undersigned registrant hereby undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering price
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration be means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant, the registrant has had been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered hereunder, the registrant will, unless in the opinion of its
counsel the matter has had been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has had duly caused this Amended Registration Statement on Form S-1 to be
signed on its behalf by the undersigned, thereunto duly authorized, in Palo
Alto, California on this 29th day of July, 1999.
TIBCO SOFTWARE INC.
/s/ Paul G. Hansen
By: _________________________________
Paul G. Hansen
Executive Vice President, Finance
and Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President, Chief Executive July 29, 1999
____________________________________ Officer and Chairman of the
Vivek Y. Ranadive Board (Principal Executive
Officer)
/s/ Paul G. Hansen Executive Vice President, July 29, 1999
____________________________________ Finance and Chief Financial
Paul G. Hansen Officer (Principal
Financial Officer)
* Corporate Controller and July 29, 1999
____________________________________ Chief Accounting Officer
Ginger M. Kelly (Principal Accounting
Officer)
* Director July 29, 1999
____________________________________
Douglas M. Atkin
* Director July 29, 1999
____________________________________
Yogen K. Dalal
* Director July 29, 1999
____________________________________
Edward R. Kozel
* Director July 29, 1999
____________________________________
Donald J. Listwin
* Director July 29, 1999
____________________________________
Larry W. Sonsini
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director July 29, 1999
____________________________________
John G. Taysom
* Director July 29, 1999
____________________________________
Phillip E. White
* Director July 29, 1999
____________________________________
Philip K. Wood
</TABLE>
*By:
/s/ Paul G. Hansen
____________________________
Attorney-in-fact
II-5
<PAGE>
EXHIBITS INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
3.1(a)* Certificate of Incorporation of Registrant.
3.1(b)* Form of Certificate of Incorporation of Registrant filed with the
Secretary of State of Delaware on July 13, 1999.
3.1(c)* Form of Certificate of Incorporation of Registrant to be effective
after the offering.
3.2(a)* Bylaws of Registrant.
3.2(b)* Form of Bylaws of Registrant to be effective after the offering.
4.1* Form of Registrant's Common Stock certificate.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, regarding legality of the securities being issued.
10.1* Form of Indemnification Agreement.
10.2* First Amended and Restated License, Maintenance and Distribution
Agreement dated May 28, 1999, among Reuters Limited, TIBCO Finance
Technology, Inc. and Registrant.
10.3* Draft Form of Third Amended and Restated Stockholders Agreement,
among Reuters Nederland B.V., Reuters Limited, Cisco Systems, Inc.,
Mayfield IX, Mayfield Associates Fund III, Vivek Ranadive and
Registrant.
10.4* 1996 Stock Option Plan.
10.5* 1998 Director Option Plan.
10.6* Form of Assignment and Assumption of Lease Agreement, between TIBCO
Finance Technology, Inc. and Registrant.
10.7* Form of Employment Agreement between Registrant and Vivek Y.
Ranadive.
10.8* Form of Employment Agreement between Registrant and Robert P.
Stefanski.
10.9* Form of Employment Agreement between Registrant and Paul G. Hansen.
10.10* Form of Employment Agreement between Registrant and Richard M. Tavan.
10.11* Form of Master Services Agreement among Registrant, TIBCO Finance
Technology, Inc. and Reuters.
10.12* Software License and Development Agreement dated May 11, 1999 between
Cedel Global Services, societe anonyme and Registrant.
10.13* Industrial Lease Agreement dated December 14, 1995 between Porter
Drive Associates LLC and TIBCO Finance Technology, Inc. (formerly
known as Teknekron Software Systems (Delaware), Inc.)
21.1* List of subsidiaries.
23.1** Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in Exhibit 5.1).
23.2** Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.1** Power of Attorney.
27.1* Financial Data Schedule
</TABLE>
- --------
* These exhibits are incorporated by reference to exhibits similarly numbered
in the Registrant's Registration Statement File No. 333-78195.
** Previously filed.
<PAGE>
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
WWW.WSGR.COM
EXHIBIT 5.1
-----------
July 29, 1999
TIBCO Software Inc.
3165 Porter Drive
Palo Alto, CA 94304
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 on July 22, 1999 (Registration No. 333-
83491), including all amendments thereto through the date hereof (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 6,750,000 shares of your issued and
outstanding Common Stock (the "Shares"). We understand that you have previously
issued and sold the Shares to Reuters Nederland B.V. ("Reuters") and that
Reuters has sold or will sell the Shares to TIBCO Finance Technology, Inc. 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 issuance and sale of the Shares.
It is our opinion that, as your legal counsel, the Shares have been legally
issued and fully paid and are non-assessable.
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 thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
--------------------------------------
Professional Corporation
