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As filed with the Securities and Exchange Commission on June 29, 2000
Registration No. 333 -______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BLAZE SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 77-0081248
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(State of incorporation) (I.R.S. Employer Identification No.)
150 Almaden Boulevard
San Jose, CA 95113
(Address, including zip code, of Principal Executive Offices)
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1996 Stock Option Plan
2000 Stock Option Plan
2000 Employee Stock Purchase Plan
(Full titles of the plans)
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Thomas F. Kelly
Chief Executive Officer
Blaze Software, Inc.
150 Almaden Blvd.
San Jose, CA 95113
(408) 275-6900
(Name, address, and telephone number, including area code, of agent for service)
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Copies to:
Robert S. Michitarian, Esq. Issac J. Vaughn, Esq.
Vice President and General Counsel Wilson Sonsini Goodrich & Rosati
Blaze Software, Inc. Professional Corporation
150 Almaden Blvd. 650 Page Mill Road
San Jose, CA 95113 Palo Alto, CA 94304
(408) 275-6900 (650) 493-9300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be Registered to be Offering Price Aggregate Offering Registration Fee
Registered (1) Per Share Price
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Common Stock, $0.0001 par value:
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<S> <C> <C> <C> <C>
-- To be issued upon exercise
of options granted and
outstanding under the 1996
Stock Option Plan (2).......... 4,030,642 shares $ 1.22 (2) $ 4,917,383.24 $1,299
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-- To be issued upon exercise
of options granted and
outstanding and options
authorized and unissued under
the 2000 Stock Option Plan
(3)............................ 1,411,448 shares $11.76 (3) $16,604,560.57 $ 4,384
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-- To be issued under the 2000
Employee Stock Purchase Plan
(4)............................ 750,000 shares $13.13 (4) $9,847,500 $2,600
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Total 6,192,090 shares $31,369,443.81 $8,283
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</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock that become issuable under the Plans being registered pursuant
to this Registration Statement by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected without
the receipt of consideration that results in an increase in the number of
outstanding shares of Common Stock.
(2) Computed in accordance with Rules 457(b) and 457(c) under the Securities
Act of 1933. Such computation is based on the weighted average exercise
price of $1.22 per share covering 4,030,642 outstanding options. Pursuant
to the terms of the 1996 Plan, shares returned to the 1996 Plan as a result
of the termination of options thereunder will be transferred to the pool of
shares reserved for issuance under the 2000 Plan and are deemed registered
thereunder.
(3) Computed in accordance with Rules 457(b) and 457(c) under the Securities
Act of 1933. Such computation is based on the weighted average exercise
price of $10.14 per share covering 644,733 outstanding options and the
estimated exercise price of $13.13 per share covering 766,715 authorized
but unissued shares. The estimated exercise price of $13.13 per share was
computed in accordance with Rule 457 by averaging the high and low prices
of a share of Blaze Software, Inc. Common Stock of $13.75 and $12.50
respectively, as reported on the Nasdaq National Market on June 27,2000.
(4) The estimated price of $13.13 per share was computed in accordance with
Rule 457 by averaging the high and low prices of a share of Blaze Software,
Inc. Common Stock of $13.75 and $12.50, respectively, as reported on the
Nasdaq National Market on June 27,2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information filed with the Securities and
Exchange Commission (the "Commission") by the Registrant are hereby incorporated
by reference:
(a) The Registrant's Current Reports on Form 8-K, filed June 21, 2000
pursuant to the Exchange Act; and
(b) The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated March 6, 2000,
filed pursuant to Section 12(g) of the Exchange Act which was declared
effective on March 22, 2000.
(c) The Registrant's latest Prospectus filed with the Commission on March
23, 2000, Pursuant to Rule 424(b) under the Securities Exchange Act of
1934, as amenended (the "Exchange Act"), which contains audited
financial statements for the Registrant's fiscal year ended March 31,
1999.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof, and prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such earlier statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby has been passed
upon for the Registrant by Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Palo Alto, California. As of the date of this registration
statement, WS Investment Company 99B, an investment partnership composed of
certain current and former members of and persons associated with Wilson Sonsini
Goodrich & Rosati, Professional Corporation, in addition to certain current
individual members of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, beneficially own an aggregate of 26,963 shares of the Registrant's
Common Stock.
Item 6. Indemnification of Directors and Officers.
The Company's Amended and Restated Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law.
Delaware law provides that a corporation's certificate of incorporation may
contain, and the Company's Amended and Restated Certificate of Incorporation
does contain, a provision eliminating or limiting the personal liability of a
director for monetary damages for breach of their fiduciary duties as directors,
except for liability (i) for any breach of their duty of loyalty to
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the corporation or its stockholders, (ii) for acts or omissions not in good
faith for which involve intentional misconduct or a knowing violation of law,
(iii) for unlawful payments of dividend or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law
or (iv) for any transaction from which the director derived an improper personal
benefit.
The Company's Amended and Restated Bylaws provide that the Company shall
indemnify its directors, officers, employees and agents to the fullest extent
permitted by law. The Company believes that the indemnification under its
Amended and Restated Bylaws covers at least negligence and gross negligence on
the part of indemnified parties.
The Company has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in the Company's
Amended and Restated Bylaws. These agreements, among other things, indemnify
the Company's directors and officers for certain expenses (including attorney
fees), judgments, fines and settlement amounts incurred by any such person in
any action or proceeding, including any action by or in the right of the
Company, arising out of such person's services as a director or officer of the
company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company. The Company
believes that these provisions and agreements are necessary to attract and
retain qualified directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Description of Document
Number
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
10.1 1996 Stock Option Plan.
10.2* 2000 Stock Option Plan.
10.3* 2000 Employee Stock Purchase Plan.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in exhibit 5.1).
24.1 Powers of Attorney (included as part of the signature page of
this registration statement).
* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (file No. 333-94549).
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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commissioner by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 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 of 1933 and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing 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 San Jose, State of California, on this 29th day of
June, 2000.
BLAZE SOFTWARE, INC.
By: /s/ Thomas Kelly
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Thomas Kelly
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Gary Shroyer
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Gary Shroyer
Chief Financial Officer
(Principal Financial and Accounting
Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Gary Shroyer and Robert Michitarian, or either of
them, his or her attorney-in-fact, with the power of substitution, for him or
her 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
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ THOMAS F. KELLY President and Chief Executive Officer June 29, 2000
---------------------------------------- and Chairman of the Board (Principal
Thomas F. Kelly Executive Officer)
/s/ GARY SHROYER Senior Vice President, Finance and June 29, 2000
---------------------------------------- Administration and Chief Financial
Gary Shroyer Officer (Principal Financial and
Accounting Officer)
/s/ CHARLES M. BOESENBERG Director June 29, 2000
----------------------------------------
Charles M. Boesenberg
/s/ MARK J. DENINO Director June 29, 2000
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Mark J. DeNino
/s/ KEN GOLDMAN Director June 29, 2000
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Ken Goldman
/s/ WILLIAM J. HARDING Director June 29, 2000
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William J. Harding
/s/ L. GEORGE KLAUS Director June 29, 2000
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L. George Klaus
</TABLE>
<PAGE>
Index to Exhibits
Exhibit Description of Document
Number
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
10.1 1996 Stock Option Plan.
10.2* 2000 Stock Option Plan.
10.3* 2000 Employee Stock Purchase Plan.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in exhibit 5.1).
24.1 Powers of Attorney (included as part of the signature page of
this registration statement).
* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (file No. 333-94549).
