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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1999
FILE NO. 333-____
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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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PURCHASESOFT, INC. (FORMERLY GREENTREE SOFTWARE, INC.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2897997
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7301 OHMS LANE, SUITE 220, EDINA, MINNESOTA 55439
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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PURCHASESOFT, INC.
1997 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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MICHAEL G. KERRISON
Chairman of the Board of Directors
and Chief Executive Officer
PURCHASESOFT, INC.
7301 Ohms Lane, Suite 220
Edina, Minnesota 55439
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(612) 941-1500
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE
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COPIES TO:
JULIO E. VEGA, ESQ.
BINGHAM DANA LLP
150 Federal Street
Boston, Massachusetts 02110-1726
(617) 951-8000
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE (1) FEE
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value................... 3,500,000 N/A $3,675,000 $1,022
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(1) The proposed maximum offering price has been estimated pursuant to
Rule 457(h) solely for the purpose of calculating the registration fee. It is
not known how many shares will be purchased under the Plan or at what price such
shares will be purchased. The estimate of the proposed maximum aggregate
offering price has been calculated based on the offering of 3,500,000 shares,
being the aggregate number of shares of Common Stock available for issuance upon
exercise of options to be granted under the Plan, at an exercise price of $1.05
per share, which is the average of the bid and ask price reported on the Over
The Counter Bulletin Board on February 17, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by PurchaseSoft, Inc. (the "Registrant")
with the Securities and Exchange Commission (the "SEC") are hereby incorporated
by reference in this Registration Statement: (1) the Registrant's Annual Report
on Form 10-KSB for the fiscal year ended May 31, 1998; (2) all reports filed by
the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), since the end of the Registrant's 1998
fiscal year; and (3) the description of the Common Stock contained in the
Registrant's registration statement on Form 8-A filed with the SEC under section
12(g) of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all of such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS OR COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons to
the extent and under the circumstances set forth therein.
The Certificate of Incorporation and the By-Laws of the Company provide
for advancement of expenses and indemnification of officers and directors of the
Registrant and certain other persons against liabilities and expenses incurred
by any of them in certain stated proceedings and under certain stated conditions
to the fullest extent permissible under Delaware law.
The Registrant has entered into Registration Rights Agreements that
provide for indemnification by the Registrant of certain of the selling
stockholders against certain liabilities under the Securities Act, the
Securities Exchange Act, states securities laws, or otherwise, and provides for
indemnification by certain of the selling stockholders of the Registrant and its
directors, its officers and certain control persons against certain liabilities
under the Securities Act, the Securities Exchange Act, state securities laws, or
otherwise.
The Company intends to maintain insurance for the benefit of its
directors and officers insuring such persons against certain liabilities,
including liabilities under the securities laws.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
5 Opinion and Consent of Bingham Dana LLP with respect to the
legality of the shares being registered.
23.1 Consent of Bingham Dana LLP (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included in signature page to Registration
Statement).
ITEM 9. UNDERTAKINGS.
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 this Registration Statement or any material
change to such information in this Registration Statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended (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; and
(4) 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 SEC 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Edina, State of Minnesota, on this 19 day of
February, 1999.
PURCHASESOFT, INC.
/s/ Michael G. Kerrison
By:
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Michael G. Kerrison
Chairman of the Board of Directors
and Chief Executive Officer
3
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Michael G.
Kerrison and Philip D. Wolf and each of them severally, acting alone and without
the other, his/her true and lawful attorney-in-fact with the authority to
execute in the name of each such person, and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents
therewith, any and all amendments (including without limitation post-effective
amendments) to this Registration Statement on Form S-8 necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, which amendments may make such other changes in
the Registration Statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Michael G. Kerrison Chairman of the Board of Directors, February 19, 1999
- --------------------------- Chief Executive Officer and Director
Michael G. Kerrison (Principal Executive Officer)
/s/ Philip D. Wolf Chief Financial Officer and February 19, 1999
- --------------------------- Secretary (Principal Financial and
Philip D. Wolf Accounting Officer)
/s/ Jeffrey B. Pinkerton
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Jeffrey B. Pinkerton President and Director February 19, 1999
/s/ Brad I. Markowitz
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Brad I. Markowitz Director February 19, 1999
/s/ J. Murray Logan
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J. Murray Logan Director February 19, 1999
/s/ Donald S. LaGuardia
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Donald S. LaGuardia Director February 19, 1999
</TABLE>
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION PAGE NO.
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<S> <C> <C>
5 Opinion and Consent of Bingham Dana LLP with respect
to the legality of the shares being registered. 6
23.1 Consent of Bingham Dana LLP (included in Exhibit 5). 6
23.2 Consent of PricewaterhouseCoopers LLP. 7
24 Power of Attorney (included in signature page to
Registration Statement). 4
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EXHIBIT 5
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
February 19, 1999
PurchaseSoft, Inc.
7301 Ohms Lane, Suite 220
Edina, MN 55439
Dear Sir or Madam:
We have acted as counsel for PurchaseSoft, Inc., a Delaware corporation
(the "COMPANY"), in connection with the Company's Registration Statement on Form
S-8 to be filed with the Securities and Exchange Commission on February 19, 1999
(the "REGISTRATION STATEMENT").
The Registration Statement covers the registration of 3,500,000 shares
of common stock, $0.01 par value per share, of the Company (the "SHARES"), which
are to be issued by the Company pursuant to the PurchaseSoft, Inc. 1997 Stock
Option Plan (the "PLAN").
We have reviewed the corporate proceedings of the Company with respect
to the authorization of the Plan and the issuance of the Shares thereunder. We
have also examined and relied upon originals or copies of such agreements,
instruments, corporate records, certificates, and other documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form, and the legal competence of each individual
executing any document. As to all matters of fact (including factual conclusions
and characterizations and descriptions of purpose, intention or other state of
mind) we have relied entirely upon certificates of officers of the Company, and
have assumed, without independent inquiry, the accuracy of those certificates.
We further assume, without investigation, that all options with respect
to the Shares have been or will be granted in accordance with the terms of the
Plan, that all Shares issued upon exercise of options granted or to be granted
pursuant to the Plan will be issued in accordance with the terms of such Plan
and that the purchase price of all Shares will be greater than or equal to the
par value per share of the Shares.
Subject to the limitations set forth below, we have made such
examination of law as we have deemed necessary for the purposes of this opinion.
This opinion is limited solely to the Delaware General Corporation Law as
applied by courts located in Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of options duly granted
pursuant to the Plan and against the payment of the purchase price therefor,
will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bingham Dana LLP
BINGHAM DANA LLP
6
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 for the PurchaseSoft, Inc. (formerly Greentree Software,
Inc.) 1997 Stock Option Plan of our report dated July 1, 1998, which appears on
page F-2 of the Annual Report on Form 10-KSB for the year ended May 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
February 18, 1999
7
