<PAGE>
As filed with the Securities and Exchange Commission on December 14, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AGILE SOFTWARE CORPORATION
(Exact name of Registrant as specified in its charter)
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<CAPTION>
Delaware 7372 77-0397905
<S> <C> <C>
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification No.)
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One Almaden Boulevard
San Jose, California 95113-2211
(408) 975-3900
(Address and telephone number of principal executive offices)
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Bryan D. Stolle
Chairman of the Board and Chief Executive Officer
Agile Software Corporation
One Almaden Boulevard
San Jose, California 95113-2211
(408) 975-3900
(Name, address and telephone number of agent for service)
Copies to:
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<S> <C>
Gregory M. Gallo, Esq. Jeffrey R. Vetter, Esq.
Sally J. Rau, Esq. Scott J. Leichtner, Esq.
Gray Cary Ware & Freidenrich LLP Cynthia E. Garabedian, Esq.
400 Hamilton Avenue Fenwick & West LLP
Palo Alto, California 94301-1825 Two Palo Alto Square
(650) 328-6561 Palo Alto, California 94306
(650) 494-0600
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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 the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, please 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 of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. [X] Registration Statement File No. 333-91243
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 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,
check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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Amount of
Title of Each Class of Amount to be Offering Price Aggregate Registration
Securities to be Registered Registered per Share Offering Price(1) Fee (1)
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<S> <C> <C> <C> <C>
Common Stock ($.001 par value)................. 287,500 $174.00 $50,025,000 $13,207
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(1) The Company previously registered an aggregate of $443,031,750 worth of
Common Stock on a Registration Statement on Form S-1 (File No. 333-91243)
for which a filing fee of $121,768 was previously paid upon the filing of
such Registration Statement. The Registrant has instructed a bank to
transmit by wire transfer the filing fee to the Securities and Exchange
Commission, the Registrant will not revoke such instruction, and it has
sufficient funds in such account to cover the amount of the registration
fee.
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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. 333-91243 (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, Agile has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Jose, State of
California, on the 14th day of December, 1999.
Agile Software Corporation
/s/ Bryan D. Stolle
By: _________________________________
Bryan D. Stolle
Chief Executive Officer and
President
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:
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Signature Title Date
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<S> <C> <C>
/s/ Bryan D. Stolle Chief Executive Officer, December 14, 1999
____________________________________ President and Director
Bryan D. Stolle (Principal Executive
Officer)
/s/ Thomas P. Shanahan Chief Financial Officer, December 14, 1999
____________________________________ Secretary and Director
Thomas P. Shanahan (Principal Financial and
Accounting Officer)
* Director December 14, 1999
____________________________________
Michael Moritz
* Director December 14, 1999
____________________________________
James L. Patterson
* Director December 14, 1999
____________________________________
Nancy J. Schoendorf
</TABLE>
/s/ Thomas P. Shanahan
*By:____________________________
Thomas P. Shanahan
Attorney-in-fact
(1)The Power of Attorney granted by each director was filed as an exhibit to
the Registrant's Registration Statement on Form S-1 (File No. 333-91243)
II-1
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<C> <S>
5.1 Opinion of Gray Cary Ware & Freidenrich LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of KPMG LLP, Independent Accountants.
23.3 Consent of Gray Cary Ware & Freidenrich LLP (included in Exhibit 5.1).
24.1* Power of Attorney.
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* Incorporated by reference to Registration Statement on Form S-1 (File No.
333-91243)
<PAGE>
Exhibit 5.1
[GRAY CARY WARE & FREIDENRICH, LLP LETTERHEAD]
December 14, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Agile Software Corporation Registration Statement on Form S-1
Dear Ladies and Gentlemen:
As counsel to Agile Software Corporation (the "Company"), we are rendering
this opinion in connection with a proposed sale of up to 287,500 shares of the
Company's newly-issued Common Stock as set forth in the Registration Statement
on Form S-1 filed pursuant to Rule 462(b) to which this opinion is being filed
as Exhibit 5.1 (the "Shares"). We have examined all instruments, documents and
records which we deemed relevant and necessary for the basis of our opinion
hereinafter expressed. In such examination, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies.
Based on such examination, we are of the opinion that the Shares identified
in the above referenced Registration Statement will be, upon effectiveness of
the Registration Statement and receipt by the Company of payment therefor,
validly authorized, legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the above-
referenced Registration Statement and to the use of our name wherever it
appears thereof, as originally filed or as subsequently amended.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich LLP
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GRAY CARY WARE & FREIDENRICH LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 of
our report dated May 28, 1999, except for Note 8, which is as of August 16,
1999, relating to the consolidated financial statements of Agile Software
Corporation, which appears in such Registration Statement. We also consent to
the reference to us under the heading "Experts" in such Registration
Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
December 10, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Stockholders
Agile Software Corporation
We consent to the inclusion in the registration statement on Form S-1 of
Agile Software Corporation, of our report dated June 18, 1999, except as to
Note 11, which is as of October 10, 1999, on the financial statements of
Digital Market, Inc. as of March 31, 1999 and 1998 and for each of the years
in the three-year period ended March 31, 1999.
Our report dated June 18, 1999, except as to Note 11, which is as of
October 10, 1999, contains an explanatory paragraph that states that the
Company has suffered recurring losses from operations since inception and has
an accumulated deficit, which raises substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of that uncertainty.
We also consent to the reference of our firm under the heading "Experts" in
the Prospectus.
/s/ KPMG LLP
Mountain View, California
December 10, 1999
