<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2000
REGISTRATION NO. 333-94033
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
E.PIPHANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7372 77-0443392
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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1900 SOUTH NORFOLK STREET, SUITE 310
SAN MATEO, CALIFORNIA 94403
(650) 356-3800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROGER S. SIBONI
CHIEF EXECUTIVE OFFICER
1900 SOUTH NORFOLK STREET, SUITE 310
SAN MATEO, CALIFORNIA 94403
(650) 356-3800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
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<S> <C>
AARON J. ALTER, ESQ. WILLIAM D. SHERMAN, ESQ.
N. ANTHONY JEFFRIES, ESQ. CORI M. ALLEN, ESQ.
BRADLEY L. FINKELSTEIN, ESQ. COREY A. LEVENS, ESQ.
DAVID R. BOWMAN, ESQ. YANPING CAO, ESQ.
WILSON SONSINI GOODRICH & ROSATI MORRISON & FOERSTER LLP
PROFESSIONAL CORPORATION 755 PAGE MILL ROAD
650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304
PALO ALTO, CA 94304 (650) 813-5600
(650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
JANUARY 20, 2000
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. [ ]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(b) 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(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,
CHECK THE FOLLOWING BOX. [ ]
================================================================================
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement was declared effective by the Securities and
Exchange Commission on January 20, 2000. The Registration Statement registered
4,225,000 shares of Common Stock, $0.0001 par value per share, of E.piphany,
2,234,706 of which were to be offered by E.piphany and 2,020,294 of which were
offered by selling stockholders, including an aggregate of 555,000 shares which
were subject to an option to purchase, for period of 30 days following January
20, 2000, up to 550,000 shares, of which 240,842 were to be offered by E.piphany
and 314,158 shares were to be offered by selling stockholders, solely for the
purpose of covering over-allotments, granted to the Underwriters pursuant to the
Underwriting Agreement and further described in the section entitled
"Underwriting" in the prospectus of which this registration forms a part.
On January 20, 2000, E.piphany and the selling stockholders commenced the
sale of 3,700,000 of such shares, of which 1,993,864 shares were sold by
E.piphany and 1,706,136 were sold by selling stockholders, to the Underwriters
listed in the section entitled "Underwriting." On February 15, 2000, the
Underwriters, pursuant to the exercise in part of the over-allotment option
purchased an aggregate of 418,500 shares, of which 104,342 were from E.piphany
and 314,158 were from selling stockholders. The remainder of the overallotment
option expired by its terms with respect to the remaining 136,500 shares.
Accordingly, the Registration Statement is hereby amended to reduce the number
of shares registered by 136,500 shares to reflect the expiration of such option.
2
<PAGE> 3
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 San Mateo,
State of California, on the 16TH day of May, 2000.
E.PIPHANY, INC.
By: /s/ KEVIN J. YEAMAN
--------------------------------------
Kevin J. Yeaman
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated
below:
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* President, Chief Executive Officer and May 16, 2000
- --------------------------------------------- Director (Principal Executive Officer)
Roger S. Siboni
* Chief Financial Officer (Principal May 16, 2000
- --------------------------------------------- Financial and Accounting Officer)
Kevin J. Yeaman
* Director May 16, 2000
- ---------------------------------------------
Paul M. Hazen
* Director May 16, 2000
- ---------------------------------------------
Robert L. Joss
* Director May 16, 2000
- ---------------------------------------------
Sam H. Lee
* Director May 16, 2000
- ---------------------------------------------
Douglas J. Mackenzie
Director May 16, 2000
- ---------------------------------------------
Gayle Crowell
By: /s/ KEVIN J. YEAMAN
-----------------------------------------
Kevin J. Yeaman
Attorney-in-Fact
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