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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1999
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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RETEK INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7372 51-0392671
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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MIDWEST PLAZA, 801 NICOLLET MALL, 11TH FLOOR
MINNEAPOLIS, MN 55402
(612) 630-5700
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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JOHN BUCHANAN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
RETEK INC.
MIDWEST PLAZA, 801 NICOLLET MALL
11TH FLOOR, MINNEAPOLIS, MN 55402
(612) 630-5700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
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<S> <C>
CHRISTOPHER D. DILLON JOHN A. FORE
SHEARMAN & STERLING KATHLEEN B. BLOCH
1550 EL CAMINO REAL, SUITE 100 WILSON SONSINI GOODRICH & ROSATI
MENLO PARK, CA 94025 PROFESSIONAL CORPORATION
(650) 330-2200 650 PAGE MILL ROAD
PALO ALTO, CA 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 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-86841
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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT TO BE MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE(1)
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Common Stock, par value $0.01 per share..................... 575,000 shares $15.00
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(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(o) under the Securities Act of 1933.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Retek Inc. (the "Registrant") is filing this Registration Statement
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended. This Registration Statement relates to the public offering of common
stock, par value $0.01 per share ("Common Stock"), of the Registrant
contemplated by the Registration Statement on Form S-1 (Reg. No. 333-86841)
filed by the Registrant with the Securities and Exchange Commission (the
"Commission") on September 10, 1999, as amended by Amendment No. 1 thereto filed
on October 8, 1999, Amendment No. 2 thereto filed on October 20, 1999, Amendment
No. 3 thereto filed on October 26, 1999, Amendment No. 4 thereto filed on
November 1, 1999, Amendment No. 5 thereto filed on November 12, 1999, Amendment
No. 6 thereto filed on November 17, 1999 and Amendment No. 7 thereto filed on
November 17, 1999, which was declared effective November 17, 1999 (the "Prior
Registration Statement"). The Registrant is filing this Registration Statement
for the sole purpose of increasing the number of shares of Common Stock offered
by 500,000 shares, the number of additional shares the underwriters have an
option to purchase by 75,000 and increasing the aggregate offering price to the
public set forth in such Prior Registration Statement by $8,625,000. The
contents of the Prior Registration Statement are incorporated herein by
reference.
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The Registrant hereby certifies that its agent has instructed its bank or a
wire transfer service to transmit to the Commission the applicable filing fee by
a wire transfer of such amount from its agent's account to the Commission's
account at Mellon Bank as soon as practicable, but no later than the close of
the next business day following the filing of this Registration Statement. The
Registrant further certifies that its agent will not revoke such instructions
and has sufficient funds in such account to cover the amount of such filing fee.
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
Minneapolis, State of Minnesota, on November 18, 1999.
RETEK INC.
*
By:
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Name: John Buchanan
Title: Chairman, Chief Executive
Officer
and Director
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.
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SIGNATURE TITLE DATE
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* Chairman, Chief Executive Officer November 18, 1999
- --------------------------------------------- and Director (Principal Executive
John Buchanan Officer)
/s/ GREGORY A. EFFERTZ Vice President, Finance and November 18, 1999
- --------------------------------------------- Administration, Chief Financial
Gregory A. Effertz Officer, Treasurer and Secretary
(Principal Financial and Accounting
Officer)
* Director November 18, 1999
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N. Ross Buckenham
* Director November 18, 1999
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Ward Carey
* Director November 18, 1999
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Charles H. Gaylord
* Director November 18, 1999
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Alex Way Hart
* Director November 18, 1999
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Glen A. Terbeek
* Director November 18, 1999
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Stephen E. Watson
*By /s/ GREGORY A. EFFERTZ
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Gregory A. Effertz
Attorney-in-fact
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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5.1 Opinion of Shearman & Sterling.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Shearman & Sterling (included in Exhibit 5.1).
24.1* Power of Attorney.
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* Incorporated by reference to the Registrant's Registration Statement on Form
S-1, as amended, File No. 333-86841.
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EXHIBIT 5.1
[SHEARMAN & STERLING LETTERHEAD]
November 18, 1999
Retek Inc.
Midwest Plaza
801 Nicollet Mall
11th Floor
Minneapolis, MN
55402
Dear Sirs:
We are acting as counsel for Retek Inc. (the "Company") in connection
with the registration of up to 575,000 additional shares of the Company's
common stock, par value $0.01 per share (the "Additional Shares"), pursuant to
a Registration Statement (the "Rule 462(b) Registration Statement") filed
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended
(the "Act"), in connection with the proposed public offering described in the
Registration Statement on Form S-1, as amended (Registration Statement No.
333-86841) (the "Registration Statement"), filed with the Securities and
Exchange Commission under the Act. The Additional Shares are to be sold by the
Company pursuant to the terms of an underwriting agreement (the "Underwriting
Agreement") between the Company and the underwriters named therein.
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents and corporate and public records as we have
deemed necessary as a basis for the opinion hereinafter expressed. In our
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents presented to us as originals and the conformity
to the originals of all documents presented to us as copies. In rendering our
opinion, we have relied as to factual matters upon certificates of officers of
the Company and certificates of public officials.
Our opinion expressed herein is limited to the Federal law of the United
States, the law of the State of New York and the General Corporation Law of the
State of Delaware.
Based on the foregoing and having regard for such legal considerations as
we deem relevant, we are of the opinion that, when issued and delivered in
accordance with the terms of the Underwriting Agreement, the Additional Shares
will be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Rule 462(b) Registration Statement and to the use of our name under the caption
"Legal Matters" contained in the prospectus which is included in the
Registration Statement. In giving this consent, we do not thereby concede that
we come within the category of persons whose consent is required by the
Securities Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Shearman & Sterling
CDD/ajf/ahw
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of Retek Inc. of our report dated September 9, 1999,
relating to the combined financial statements of Retek Inc. and Retek
Information Systems, Inc., which appears in the Retek Inc. Form S-1 (File No.
333-86841). We also consent to the reference to us under the heading "Experts"
which appears in the Retek Inc. Form S-1 (File No. 333-86841).
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
San Diego, California
November 17, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of Retek Inc. of our report dated September 9, 1999,
relating to the financial statements of Retek Logistics, Inc., which appears in
the Retek Inc. Form S-1 (File No. 333-86841).
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
San Diego, California
November 17, 1999
