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As filed with the Securities and Exchange Commission on September 13, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EXTENSITY, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 68-0368868
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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2200 Powell Street, Suite 400
Emeryville, CA 94608
(510) 594-5700
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
2000 Nonstatutory Stock Option Plan
(Full title of the plans)
ROBERT A. SPINNER
President and Chief Executive Officer
EXTENSITY, INC.
2200 Powell Street, Suite 400
Emeryville, CA 94608
(510) 594-5700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
HOWARD S. ZEPRUN, ESQ.
CAINE T. MOSS, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT MAXIMUM PROPOSED
TITLE OF EACH CLASS OF TO BE OFFERING MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE AGGREGATE REGISTRATION FEE
(SHARES) PER SHARE OFFERING PRICE
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2000 Nonstatutory Stock Option Plan
Common Stock, $0.001 par value
(shares issuable under) (1)................ 213,800 $23.500 $ 5,024,300.00 $1,326.42
2000 Nonstatutory Stock Option Plan
Common Stock, $0.001 par value
(shares available for future grant) (2).... 586,200 $22.313 $13,079,880.60 $3,453.09
TOTAL REGISTRATION FEES 800,000 $4,779.51
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(1) The computation is based upon the weighted average exercise price per share
of $23.50 as to 213,800 outstanding but unexercised options to purchase
Common Stock under the 2000 Nonstatutory Stock Option Plan (the "Currently
Outstanding Options").
(2) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(c) under the Securities Act of 1933 as to the
remaining 586,200 shares of Common Stock authorized for issuance pursuant
to the 2000 Nonstatutory Stock Option Plan, solely for the purpose of
calculating the registration fee. The computation is based upon the average
of the high and low price of the Common Stock as reported on the Nasdaq
National Market on September 6, 2000 because the price at which the options
to be granted in the future may be exercised is not currently determinable.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "SEC"):
(a) The Company's Registration Statement on Form S-1 (File No.
333-90979) as amended (the "Registration Statement"), filed pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
Company's initial public offering of its Common Stock.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000 and June 30, 2000.
(c) The description of the Registrant's Common Stock to be offered
hereby which is contained in the Registrant's Registration Statement on
Form 8-A filed pursuant to Section 12 of the Securities and Exchange Act
1934 (the "Exchange Act") on January 14, 2000, and any further amendment or
report filed hereafter for the purpose of updating any such description.
(d) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of shares of Common Stock offered hereby will
be passed upon by Wilson Sonsini Goodrich & Rosati, Professional Corporation
("WSGR"), Palo Alto, California. Howard S. Zeprun, a member of WSGR, is the
Secretary of the Registrant. As of the date of this Registration statement,
certain members of Wilson Sonsini Goodrich & Rosati, and investment partnerships
in which such persons are partners, beneficially own an aggregate of 49,603
shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporations Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain conditions for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article VI of the Company's Bylaws provides
for the mandatory indemnification of its directors, officers, employees and
other agents to the
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maximum extent permitted by Delaware General Corporation Law, and the Company
has entered into agreements with its officers, directors and certain key
employees implementing such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit Number
4.1* Amended and Restated Certificate of Incorporation of
the Registrant
4.2* Bylaws of Registrant
4.3 2000 Nonstatutory Stock Option Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.,
as to the legality of securities being registered
(Counsel to the Registrant)
23.1 Consent of PricewaterhouseCoopers LLP
(Independent Auditors)
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C.
(included in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
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* Incorporated by reference to the Registrant's Registration Statement
on Form S-1 (File No. 333-90979), as amended, declared effective by
the Securities and Exchange Commission on January 26, 2000.
ITEM 9. UNDERTAKINGS.
A. 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 to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
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B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Extensity, Inc., a Delaware corporation, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on this
Registration Statement on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Emeryville, State of California, on September 13,
2000.
EXTENSITY, INC.
By: /s/ Robert Spinner
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Robert A. Spinner,
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert A. Spinner and Kenneth R. Hahn,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitution or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on September 13, 2000 by the following persons in the
capacities indicated.
EXTENSITY, INC.
By: /s/ Robert Spinner
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Robert A. Spinner,
President and Chief Executive Officer
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SIGNATURE TITLE DATE
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/s/ Robert Spinner President and Chief Executive Officer and
--------------------------------------- Director (Principal Executive Officer) September 13, 2000
Robert A. Spinner
/s/ Kenneth Hahn Chief Financial Officer (Principal September 13, 2000
--------------------------------------- Financial and Accounting Officer)
Kenneth R. Hahn
/s/ Sharam Sasson Chairman of the Board of Directors and September 13, 2000
--------------------------------------- Founder
Sharam I. Sasson
Director
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John R. Hummer
/s/ MITCHELL E. KERTZMAN Director September 13, 2000
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Mitchell E. Kertzman
/s/ Ted Schlein Director September 13, 2000
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Ted E. Schlein
/s/ Christopher Brennan Director September 13, 2000
---------------------------------------
Christopher D. Brennan
/s/ Maynard Webb Director September 13, 2000
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Maynard G. Webb
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INDEX TO EXHIBITS
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Exhibit Number
4.1* Amended and Restated Certificate of Incorporation of
the Registrant
4.2* Bylaws of the Registrant
4.3 2000 Nonstatutory Stock Option Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.,
as to the legality of securities being registered
(Counsel to the Registrant)
23.1 Consent of PricewaterhouseCoopers LLP
(Independent Auditors)
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C.
(included in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
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* Incorporated by reference to the Registrant's Registration Statement
on Form S-1 (File No. 333-90979), as amended, declared effective by
the Securities and Exchange Commission on January 26, 2000.
