<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 2000
FILE NO. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------
PURCHASESOFT, 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)
---------------------------------------------------------
PURCHASESOFT, INC.
1997 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
--------------------------
JEFFREY B. PINKERTON
Chief Executive Officer and President
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
----------------------------
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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<CAPTION>
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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
- ----------------------------------- ------------------ ----------------- ------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value................... 1,000,000 $3.22 $3,220,000.00 $850.08
====================================================================================================================
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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 1,000,000 SHARES
AT AN EXERCISE PRICE OF $3.22 PER SHARE, WHICH IS THE AVERAGE OF THE BID AND
ASK PRICE REPORTED ON THE OVER THE COUNTER BULLETIN BOARD ON APRIL 17, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is filed by PurchaseSoft, Inc.,
a Delaware corporation (the "Company" or the "Registrant") in connection with
the registration of 1,000,000 shares of common stock, $0.01 par value per share,
of the Company (the "Shares"), which Shares are being registered as additional
securities to the 3,500,000 shares of common stock, $0.01 par value per share,
of the Company that were previously registered on the Company's Form S-8 filed
February 19, 1999 (File No. 333-72633) (the "Prior Registration Statement").
Pursuant to General Instruction E of Form S-8, the contents of the Prior
Registration Statement are incorporated by reference herein.
The following exhibits are filed as part of this Registration Statement:
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<S> <C>
4.1 Certificate of Incorporation of the Company. (1)
4.2 By-laws of the Company. (1)
4.3 The Company's 1997 Stock Option Plan. (2)
4.4 Amendment to 1997 Stock Option Plan.
5.0 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 5.0).
23.2 Consent of PricewaterhouseCoopers LLP.
24.0 Power of Attorney (included in signature page to Registration
Statement).
</TABLE>
(1) Incorporated by reference to the Company's Report on Form 8-K, filed on
November 25, 1998.
(2) Incorporated by reference to the Company's Annual Report on Form 10-KSB for
the fiscal year ended May 31, 1997.
<PAGE>
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 18 day of April, 2000.
PURCHASESOFT, INC.
By: /s/ Jeffrey B. Pinkerton
--------------------------------------
Jeffrey B. Pinkerton
Chief Executive Officer and President
2
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Jeffrey B.
Pinkerton 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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<CAPTION>
SIGNATURE TITLE DATE
----------- ------- ------
<S> <C> <C>
/s/ Jeffrey B. Pinkerton
- --------------------------- Chief Executive Officer, President and
Jeffrey B. Pinkerton Director (Principal Executive Officer) April 18, 2000
/s/ Philip D. Wolf
- --------------------------- Chief Financial Officer, Treasurer April 18, 2000
Philip D. Wolf and Assistant Secretary (Principal
Financial and Accounting Officer)
/s/ J. Murray Logan
- --------------------------- Chairman of the Board of Directors April 18, 2000
J. Murray Logan
/s/ Brad I. Markowitz
- --------------------------- Director April 18, 2000
Brad I. Markowitz
/s/ Donald S. LaGuardia
- --------------------------- Director April 18, 2000
Donald S. LaGuardia
</TABLE>
3
<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- -------- ------------- -----------
<S> <C> <C>
4.1 Certificate of Incorporation of the Company. (1)
4.2 By-laws of the Company. (1)
4.3 The Company's 1997 Stock Option Plan. (2)
4.4 Amendment to 1997 Stock Option Plan. 5
5.0 Opinion and Consent of Bingham Dana LLP with respect to the legality 6
of the shares being registered.
23.1 Consent of Bingham Dana LLP (included in Exhibit 5.0). 6
23.2 Consent of PricewaterhouseCoopers LLP. 7
24.0 Power of Attorney (included in signature page to Registration Statement). 3
</TABLE>
(1) Incorporated by reference to the Company's Report on Form 8-K, filed on
November 25, 1998.
(2) Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the fiscal year ended May 31, 1997.
4
<PAGE>
EXHIBIT 4.4
PURCHASESOFT, INC.
Amendment
To
1997 STOCK OPTION PLAN
This AMENDMENT (this "AMENDMENT") to the 1997 Stock Option Plan (the "PLAN") of
PurchaseSoft, Inc., a Delaware corporation (the "COMPANY"), was adopted by
resolution of the Board of Directors at a meeting held on November 30, 1999 an
was adopted by resolution of the stockholders of the Company on January 25, 2000
(the "EFFECTIVE DATE"). Effective from and after the Effective Date, the Plan is
hereby amended as follows:
1. Section 4 of the Plan hereby is amended by replacing the number
"3,500,000" in the fifth (5th) line thereof wth the number "4,500,000",
said amendment being for the purpose of increasing the total number of
shares of common stock, $0.01 par value per share, that may be subject
to options granted under the Plan from 3,500,000 shares to 4,500,000
shares.
Except to the extent amended hereby, all of the terms, provisions and conditions
set forth in the Plan are hereby ratified and confirmed and shall remain in full
force and effect. The Plan and this Amendment shall be read and construed
together as a single instrument.
5
<PAGE>
EXHIBIT 5.0
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
April 18, 2000
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 or about
April 18, 2000 (the "REGISTRATION STATEMENT").
The Registration Statement covers the registration of 1,000,000
shares of common stock, $0.01 par value per share, of the Company (the
"SHARES"), which are to be issued by the Company upon exercise of stock
options to be issued pursuant to the PurchaseSoft, Inc. 1997 Stock Option
Plan, as amended (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, the applicable provisions of the
Delaware Constitution and the reported judicial decisions interpreting those
laws.
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, 1999, which appears on
page F-2 of the Annual Report on Form 10-KSB for the year ended May 31, 1999.
/s/ PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
April 17, 2000
7
