<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
EMBARCADERO TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 511210 68-0310015
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
EMBARCADERO TECHNOLOGIES, INC.
425 MARKET STREET, SUITE 425
SAN FRANCISCO, CA 94105
(415) 834-3131
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------------
STEPHEN R. WONG
CHAIRMAN
EMBARCADERO TECHNOLOGIES, INC.
425 MARKET STREET, SUITE 425
SAN FRANCISCO, CA 94105
(415) 834-3131
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
STEPHEN C. FERRUOLO KENNETH J. BARONSKY
HELLER EHRMAN WHITE & MCAULIFFE LLP MILBANK, TWEED, HADLEY & MCCLOY LLP
4250 EXECUTIVE SQUARE 601 SOUTH FIGUEROA STREET
7TH FLOOR 30TH FLOOR
LA JOLLA, CALIFORNIA 92037 LOS ANGELES, CALIFORNIA 90017-5741
TELEPHONE: (858) 450-8400 TELEPHONE: (213) 892-4000
FACSIMILE: (858) 450-8499 FACSIMILE: (213) 629-5063
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE FOLLOWING THE EFFECTIVENESS 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 of 1933, please check the
following box and list the Securities Act registration number of the earlier
effective registration statement for the same offering: /X/ Registration No:
333-30850
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, 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: / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C>
Common Stock, $0.001 par 200,000 $2,000,000 $528.00
value.........................
</TABLE>
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<PAGE>
EXPLANATORY STATEMENT
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-1, both promulgated under the Securities Act of
1933, as amended.
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-1 (FILE NO. 333-30850)
Embarcadero Technologies, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-1 in its entirety the
Registration Statement on Form S-1, as amended (File No. 333-30850), declared
effective on April 19, 2000 by the Securities and Exchange Commission (the
"Commission"), including each of the documents filed by the Company with the
Commission and incorporated or deemed to be incorporated therein.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account as soon as practicable (but no later than the close of
business on April 20, 2000), (ii) it will not revoke such instructions, (iii) it
has sufficient funds in the relevant account to cover the amount of such filing
fee, and (iv) it will confirm receipt of such instructions by the bank during
regular business hours on April 20, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in San Francisco,
California, on the 19th day of April, 2000.
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<S> <C> <C>
EMBARCADERO TECHNOLOGIES, INC.
By: /s/ ELLEN W. TAYLOR
-----------------------------------------
Ellen W. Taylor
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-1 has been signed by the following persons in the capacities
and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ ELLEN W. TAYLOR President and Chief Executive
------------------------------------ Officer (Principal Executive April 19, 2000
Ellen W. Taylor* Officer)
RAJ P. SABHLOK*
------------------------------------ Senior Vice President and Chief April 19, 2000
Raj P. Sabhlok Financial Officer
STEPHEN R. WONG*
------------------------------------ Chairman of the Board April 19, 2000
Stephen R. Wong
FRANK J. POLESTRA*
------------------------------------ Director April 19, 2000
Frank J. Polestra
DENNIS J. WONG*
------------------------------------ Director April 19, 2000
Dennis J. Wong
MICHAEL J. ROBERTS*
------------------------------------ Director April 19, 2000
Michael J. Roberts
/s/ ELLEN W. TAYLOR
------------------------------------ April 19, 2000
Ellen W. Taylor
*(Attorney in Fact)
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<C> <S>
5.1 Opinion of Heller Ehrman White & McAuliffe LLP
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors
23.2 Consent of Heller Ehrman White & McAuliffe LLP (included in
Exhibit 5.1)+
24.1 Power of Attorney+
</TABLE>
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+ Incorporated by reference to page II-4 of the registrant's Registration
Statement on Form S-1 (No. 333-30850) filed on February 22, 2000.
<PAGE>
EXHIBIT 5.1
April 19, 2000
Embarcadero Technologies, Inc.
425 Market Street
San Francisco, California 94011
REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have acted as counsel to Embarcadero Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-1, as amended, (Registration No. 333-30850) and a related new
Registration Statement filed pursuant to Rule 462(b) to be filed with the
Securities and Exchange Commission on April 20, 2000 collectively, the
"Registration Statement") for the purpose of registering under the Securities
Act of 1933, as amended, 4,800,000 shares of its authorized but unissued Common
Stock, par value $.001 per share (the "Shares"). The Shares, which include up to
600,000 shares of the Company's Common Stock issuable pursuant to an
over-allotment option granted to the underwriters, are to be sold pursuant to an
Underwriting Agreement (the "Underwriting Agreement") among the Company and
Donaldson, Lufkin & Jenrette, U.S. Bancorp Piper Jaffray, Wit SoundView
Corporation, and DLJdirect Inc., as representatives of the several underwriters
named in Schedule I to the Underwriting Agreement.
We have assumed the authenticity of all records, documents and instruments
submitted to us as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals of all records,
documents and instruments submitted to us as copies.
In rendering our opinion, we have examined the following records, documents
and instruments:
(a) The Amended and Restated Certificate of Incorporation of the Company, filed
as an exhibit to the Registration Statement and to be filed with the
Delaware Secretary of State in connection with the sale of the Shares, and
certified to us by an officer of the Company as being the form to be filed
with the Delaware Secretary of State in connection with the sale of the
Shares;
(b) The Bylaws of the Company certified to us by an officer of the Company as
being complete and in full force and effect as of the date of this opinion;
(c) A Certificate of an officer of the Company (i) attaching records certified
to us as constituting all records of proceedings and actions of the Board of
Directors, including any committee thereof, and stockholders of the Company
relating to the Shares, and the Registration Statement, and (ii) certifying
as to certain factual matters;
(d) The Registration Statement; and
(e) A draft of the Underwriting Agreement filed as Exhibit 1.1 to the
Registration Statement.
This opinion is limited to the federal law of the United States of America
and the General Corporation Law of the State of Delaware, and we disclaim any
opinion as to the laws of any other jurisdiction. We further disclaim any
opinion as to any other statute, rule, regulation, ordinance, order or other
promulgation of any other jurisdiction or any regional or local governmental
body or as to any related judicial or administrative opinion. Our opinion to the
effect that all issued and outstanding Shares are fully paid and nonassessable
is based on the certification obtained from the Company identified in item (c)
above to the effect that the consideration of such Shares recited in the Board
of Directors' resolutions for such Shares has been received.
Based upon the foregoing and our examination of such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and sold, (ii)
<PAGE>
Embarcardero Technologies, Inc.
April 19, 2000
the Underwriting Agreement signed by the parties thereto conforms in all
material respects to the draft filed as Exhibit 1.1 to the Registration
Statement, (iii) the currently unissued Shares to be sold by the Company are
issued, delivered and paid for in accordance with the terms of the Underwriting
Agreement, (iv) appropriate certificates evidencing the Shares will be executed
and delivered by the Company, and (v) all applicable securities laws are
complied with, it is our opinion that, when issued by the Company, the currently
unissued Shares covered by the Registration Statement will be legally issued,
fully paid and nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and we disclaim any obligation to advise you of any change of law that
occurs, or any facts of which we may become aware, after the date of this
opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Registration Statement.
Very truly yours,
/s/ Heller Ehrman White & McAuliffe,
LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our report dated February 17, 2000 relating to the
financial statements of Embarcadero Technologies, Inc., which appears in the
Embarcadero Technologies, Inc. Registration Statement on Form S-1
(No. 333-30850). We also consent to the references to us under the heading
"Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
San Jose, California
April 20, 2000
