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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 2000
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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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.
ALICIA MORGA, ESQ. MORRISON & FOERSTER LLP
WILSON SONSINI GOODRICH & ROSATI 755 PAGE MILL ROAD
PROFESSIONAL CORPORATION PALO ALTO, CALIFORNIA 94304
650 PAGE MILL ROAD (650) 813-5600
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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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.
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] 333-94033
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, par value $.0001
per share................... 805,000 $178.50 $143,692,500 $37,935
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(1) Includes 105,000 shares of Common Stock issuable upon exercise of the
underwriters' over-allotment option.
(2) Calculated in accordance with Rule 457(a) of the Securities Act of 1933, as
amended, based on the public offering price of $178.50 per share.
THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-1. Incorporated by reference herein is, in its
entirety, the Registration Statement on Form S-1 (File No. 333-94033) of
E.piphany, Inc., as amended, which was declared effective by the Securities and
Exchange Commission on January 20, 2000.
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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 21st day of January, 2000.
E.PIPHANY, INC.
By: /s/ ROGER S. SIBONI
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Roger S. Siboni
President and Chief Executive Officer
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 below.
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SIGNATURE TITLE DATE
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/s/ ROGER S. SIBONI President, Chief Executive Officer and January 21, 2000
- ----------------------------------------------------- Director (Principal Executive Officer)
Roger S. Siboni
* Chief Financial Officer (Principal January 21, 2000
- ----------------------------------------------------- Financial and Accounting Officer)
Kevin J. Yeaman
* Director January 21, 2000
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Paul M. Hazen
* Director January 21, 2000
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Robert L. Joss
* Director January 21, 2000
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Sam H. Lee
* Director January 21, 2000
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Douglas J. Mackenzie
*By: /s/ ROGER S. SIBONI
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Roger S. Siboni
Attorney-in-Fact
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of KPMG LLP.
23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
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EXHIBIT 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
January 21, 2000
E.piphany, Inc.
1900 South Norfolk Street, Suite 310
San Mateo, CA 94403
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1, filed by you with
the Securities and Exchange Commission (the "Commission") on January 21, 2000
(the "Registration Statement") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Act") and relating to the Registration Statement on
Form S-1, Commission File No. 333-94033 (the "Initial Registration Statement")
filed you with the Commission in connection with the registration under the Act
of up to an aggregate of 4,255,000 shares of your Common Stock (the "Shares")
(including shares registered on the Initial Registration Statement). The Shares
consist of 1,993,864 newly issued shares to be sold by you (the "Primary
Shares"), 1,706,136 outstanding shares to be sold by the selling stockholders
indicated in the Registration Statement, and an over-allotment option granted to
the underwriters and the offering to purchase up to 355,000 newly issued shares
to be sold by you (the "Company Overallotment Shares") and the remainder to be
sold by certain selling stockholders (the Primary Shares and the Company
Overallotment Shares shall be collectively be referred to herein as the "Company
Shares"). We understand that the Shares are to be sold to the underwriters of
the offering for resale to the public 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
sales and issuance of the Company Shares.
It is our opinion that upon completion of the proceedings being taken or
contemplated to be taken by you, and by us, as your counsel, prior to the
issuance of the Company Shares, including the proceedings being taken in order
to permit such transactions to be carried out in accordance with the applicable
securities laws of the various states where required, the Company 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 duly authorized, legally and validly issued, fully paid and
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 amendment thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report (and to all references to our Firm) included in or made a part of this
registration statement.
/s/ Arthur Andersen LLP
San Jose, California
January 20, 2000
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EXHIBIT 23.2
The Board of Directors
E.piphany, Inc.
We consent to the use of our report dated September 10, 1999 on the
consolidated financial statements of RightPoint Software, Inc. and subsidiary
as of June 30, 1998 and 1999, and the related consolidated statements of
operations and comprehensive loss, stockholders' equity, and cash flows for the
years then ended included herein and to the reference herein to our firm under
the headings "Experts" and "Change in Independent Public Accountants" in the
prospectus.
/s/ KPMG LLP
Mountain View, California
January 20, 2000
