<PAGE>
As filed with the Securities and Exchange Commission on July 18, 2000
Registration No. 333-83491
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 6
to FORM S-1
on FORM S-3
Under The Securities Act of 1933
__________________
TIBCO SOFTWARE INC.
(Exact name of registrant as specified in charter)
Delaware 77-0449727
(State of incorporation) (I.R.S. employer identification number)
__________________
TIBCO Software Inc.
3165 Porter Drive
Palo Alto, CA 94304
(650) 846-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
__________________
Vivek Y. Ranadive
President and Chief Executive Officer
TIBCO Software Inc.
3165 Porter Drive
Palo Alto, CA 94304
(650) 846-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
__________________
<TABLE>
Copies to:
<S> <C> <C>
Larry W. Sonsini, Esq. Alison S. Ressler, Esq. Julian Brown, Esq.
Brian C. Erb, Esq. Sullivan & Cromwell TIBCO Finance Technology Inc.
Shahram Seyedin-Noor, Esq. 1888 Century Park East 3375 Hillview Avenue
Wilson Sonsini Goodrich & Rosati 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: From time
to time after the effective date of this Registration Statement.
__________________
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. [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 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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
DATED JULY 18, 2000
PROSPECTUS
20,250,000 SHARES
TIBCO SOFTWARE INC.
COMMON STOCK
This prospectus covers shares of common stock of TIBCO Software Inc.
to be sold by TIBCO Finance Technology Inc. ("TFT") to its employees and
consultants upon the exercise of options granted under TFT's stock option plan.
This prospectus also covers shares of TIBCO Software Inc. common stock
previously sold by TFT to its employees and consultants upon the exercise of
options and permits the resale by them as "selling stockholders". The selling
stockholders are listed in Appendix A.
All of the shares covered by this Registration Statement are already issued
and outstanding. The shares referred to in the first paragraph are owned by
Reuters Nederland B.V. who provides them to TFT pursuant to a Stock Contribution
Agreement between the parties. The shares referred to in the second paragraph
are owned by the selling stockholders.
The common stock of TIBCO Software trades on the Nasdaq National Market
under the symbol "TIBX". On July 17, 2000, the last reported sale price of our
common stock on the Nasdaq National Market was $125.00 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is July ____, 2000.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, DC 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Our SEC filings are also available from the SEC's Website at
"http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the following documents:
. Our quarterly report on Form 10-Q for our fiscal quarter ended May 31,
2000;
. A proxy statement filed pursuant to Section 14(a) of the Securities
Exchange Act with the SEC on March 10, 2000;
. Our quarterly report on Form 10-Q for our fiscal quarter ended
February 29, 2000;
. Our annual report on Form 10-K for our fiscal year ended November 30,
1999;
. The description of our common stock contained in our registration
statement on Form 8-A filed with the SEC on July 1, 1999; and
. Any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act.
We will provide you with a copy of these filings, at no cost, if you write
or telephone our Corporate Secretary at the following address:
TIBCO Software Inc.
3165 Porter Drive
Palo Alto, CA 94304
(650) 846-1000
-------------------
You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different
information. We are not making an offer of these securities in any jurisdiction
where the offer is not permitted. You should not assume that the information in
this prospectus is accurate as of any date other than the date on the front of
the document.
1
<PAGE>
THE COMPANY
We are a leading provider of eBusiness infrastructure software products
that enable business-to-business, business-to-consumer and business-to-employee
solutions. Our software products allow businesses to integrate internal
operations, business partners and customer channels in real-time. Through our
products and services, we enable computer applications and systems to
communicate efficiently across the Internet and intranets to conduct electronic
business, or eBusiness.
We are the successor to a portion of the business of Teknekron Software
Systems, Inc., a leading innovator in the development of software infrastructure
for the integration and delivery of market data, such as stock quotes, news and
other financial information, in trading rooms of large banks and financial
services institutions. Teknekron was acquired by Reuters in March 1994. In
January 1997, we were established as a separate entity to focus on creating and
marketing software solutions for use in the integration of business information,
processes and applications in diverse industries outside the financial services
market.
Reuters holds a majority equity interest in our company, but has agreed to
limit its voting rights. Nevertheless, Reuters has significant influence over
our company. We license the technology underlying some of our products from
Reuters, and Reuters is our preferred distributor in the financial services
market. When we refer to Reuters in this prospectus, we include Reuters Group
PLC and its consolidated subsidiaries, including TFT, but excluding our company,
TIBCO Software.
TIBCO is incorporated in the State of Delaware. Our principal executive
offices are located at 3165 Porter Drive, Palo Alto, California 94304 and our
telephone number is (650) 846-1000.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares of common
stock. See "Selling Stockholder" and "Plan of Distribution."
2
<PAGE>
PLAN OF DISTRIBUTION
This prospectus covers shares of our common stock to be sold by TFT to its
employees and consultants upon the exercise of options granted under TFT's stock
option plan. This prospectus also covers shares of our common stock previously
sold by TFT to its employees and consultants upon the exercise of options and
permits the resale by them as selling stockholders. We will not receive any
proceeds from the sale of shares by TFT or the selling stockholders.
The shares to be sold by TFT to its employees and consultants pursuant to
its stock option plan will be sold at pre-determined prices in accordance with
the related stock option agreements entered into between TFT and such employees
and consultants. TFT has the right to obtain such shares from Reuters Nederland
B.V. pursuant to a Stock Contribution Agreement between the parties.
The shares to be sold by the selling stockholders will be sold at market
prices either directly to purchasers or through dealers or agents, which may
receive compensation in the form of commissions from the selling stockholders
and/or the purchasers for whom they act as a dealer or agent.
The selling stockholders and any dealers or agents that participate in the
distribution may be deemed to be "underwriters" within the meaning of the
Securities Act, and any profits and commissions or discounts received by them
may be considered to be underwriting compensation under the Securities Act. The
selling stockholders may also dispose of shares by writing options on the shares
or by settling short sales of the shares. The selling stockholders may sell
shares of our common stock from time to time at varying prices determined at the
time of sale. They may also sell shares of our common stock pursuant to Rule
144 under the Securities Act.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed
upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo
Alto, California. Larry W. Sonsini, a member of Wilson Sonsini, is one of our
directors.
EXPERTS
The financial statements of TIBCO Software Inc. as of November 30, 1998 and
1999 and for the eleven months ended November 30, 1997 and for the year ended
November 30, 1998 and 1999 and the financial statements of InConcert, Inc. as of
December 31, 1997 and 1998 and for the years then ended, incorporated by
reference in this prospectus have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
ADDITIONAL INFORMATION
We have filed with the Commission a Registration Statement under the
Securities Act of 1933 with respect to the shares of common stock offered
hereby. This prospectus does not contain all of the information set forth in
the registration statement and the exhibits and schedules thereto. For further
information with respect to us and the common stock offered hereby, reference is
made to the registration statement and the exhibits and schedules filed
therewith. All contracts that are material to the registrant, and all the
material terms of these contracts, have been disclosed in this prospectus.
However, statements contained in this prospectus as to the contents of any
contract or any other document referred to are not necessarily complete, and, in
each instance, reference is made to the copy of such contract or other document
filed as an exhibit to the registration statement. A copy of the registration
statement, and the exhibits and schedules thereto, may be inspected without
charge at the public reference facilities
3
<PAGE>
maintained by the Commission in Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices located at the Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven
World Trade Center, 13th Floor, New York, New York 10048, and copies of all or
any part of the Registration Statement may be obtained from such offices upon
the payment of the fees prescribed by the Commission. The public may obtain
information on the operations of the public reference facilities in Washington,
D.C. by calling the SEC at 1-800-SEC-0330. The Commission maintains a web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of the site is http:\\www.sec.gov.
4
<PAGE>
APPENDIX A
Selling Stockholders
The following table sets forth the names of the selling stockholders and
the number and percentage of shares of our common stock beneficially owned by
each of the selling stockholders as of July 17, 2000. All selling stockholders
are current or former TFT employees. The number of shares in the following
table represents the number of shares of common stock the person holds plus the
number of shares underlying options to purchase common stock held by the person.
There are 20,250,000 shares authorized under TFT's stock option plan.
14,866,053 shares are reserved for sale to employees and consultants pursuant to
their exercise of purchase rights granted or to be granted to them by TFT as of
March 31, 2000. Assuming the exercise of all of the reserved options, ownership
by Reuters will decrease from 59.3% to 51.4%.
Number of Shares
Beneficially Owned and Percentage of Shares
Selling Stockholders Offered Hereby Outstanding
-------------------------------- ---------------------- ---------------------
Chien, Edward.................... 3,333 *
Ladipo, Jonathan................. 25,950 *
Maiuolo, Antonio................. 29,475 *
Suzuki, Hiroyuki................. 1,500 *
------
Totals.......................... 60,258
======
----------
* Less than one percent.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. 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.
Amount To Be Paid
-----------------
SEC registration fee....................................... $62,511
Legal fees and expenses.................................... 25,000
Accounting fees and expenses............................... 5,000
-------
Total................................................... $92,511
=======
Item 15. Indemnification of Directors and Officers
Article Nine of the registrant's Certificate of Incorporation and Article
VI of the Registrant's Bylaws 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 with its
officers and directors.
Item 16. Exhibits
See Exhibit Index.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) 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 this registration statement (or the most recent post-effective
amendment hereof) 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 end of the
estimated maximum offering range 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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(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;
II-1
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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 therein, 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 by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement 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.
(5) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(6) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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, the registrant will, unless in the opinion of its counsel the matter
has 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 Act and will be governed by the final adjudication of
such issue.
(7) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-2
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Palo Alto, State of California, on July 18, 2000.
TIBCO Software Inc.
By: /s/ Paul G. Hansen
-------------------------------------
Paul G. Hansen
Executive Vice President, Finance and
Chief Financial Officer (Principal
Financial Officer)
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
------------------------------------------- ------------------------------------------- -------------
<S> <C> <C>
* President, Chief Executive Officer and July 18, 2000
------------------------------------------- Chairman of the Board (Principal Executive
Vivek Y. Ranadive Officer)
/s/ Paul G. Hansen Executive Vice President, Finance and July 18, 2000
-------------------------------------------
Paul G. Hansen Chief Financial Officer (Principal
Financial Officer)
* Corporate Controller and Chief Accounting July 18, 2000
-------------------------------------------
Ginger M. Kelly Officer (Principal Accounting Officer)
Director July 18, 2000
-------------------------------------------
Peter Job
* Director July 18, 2000
-------------------------------------------
Yogen K. Dalal
* Director July 18, 2000
-------------------------------------------
Edward R. Kozel
* Director July 18, 2000
-------------------------------------------
Donald J. Listwin
* Director July 18, 2000
-------------------------------------------
Larry W. Sonsini
Director July 18, 2000
-------------------------------------------
Matthew Szulik
Director July 18, 2000
-------------------------------------------
David Ure
* Director July 18, 2000
-------------------------------------------
Phillip E. White
* Director July 18, 2000
-------------------------------------------
Philip K. Wood
By: /s/ Paul G. Hansen
----------------------------------------
Attorney-in-fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
---------- ------------------------------------------
<S> <C>
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.
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.
