<PAGE>
As Filed with the Securities and Exchange Commission on September 3, 1997
Registration No. 333-93038
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MERCURY INTERACTIVE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0224776
-------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation organization) Identification Number)
470 Potrero Avenue
Sunnyvale, California 94086
(408) 523-9900
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
____________________
Aryeh Finegold
Chairman of the Board
MERCURY INTERACTIVE CORPORATION
470 Potrero Avenue
Sunnyvale, California 94086
(408) 523-9900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
SUSAN J. SKAER, ESQ.
GENERAL COUNSEL ASSOCIATES LLP
1891 Landings Drive
Mountain View, California 94043
____________________
Approximate date of commencement of proposed sale to the public under:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
<PAGE>
MERCURY INTERACTIVE CORPORATION
Deregistration
--------------
This Registration Statement, as amended to date, originally registered
66,000 shares of Common Stock, $.002 par value, of Mercury Interactive
Corporation (the "Company") in connection with the public offering (which was
not underwritten) of such shares by a shareholder of the Company (the "Selling
Shareholder"). Of the 66,000 shares originally registered, the Selling
Shareholder sold 10,000 of such shares pursuant to the Company's Registration
Statement on Form S-3 (No. 33-95066) which was declared effective on August 8,
1995 in an underwritten public offering of an aggregate of 2,720,000 shares of
Common Stock of the Company and the Company deregistered 10,000 shares
originally covered by this Registration Statement in August 1995. Since this
Registration Statement was declared effective, the Selling Shareholder has sold
an additional 8,000 shares covered by this Registration Statement. Pursuant to
the terms of the Shareholder Agreement dated May 12, 1995 between the Company
and the Selling Shareholder, the Company hereby deregisters the remaining 48,000
shares originally covered by this Registration Statement which have not been
sold by the Selling Shareholder as of the date of the filing of this Post
Effective Amendment No. 2 to this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Mercury Interactive Corporation, a corporation organized and existing under the
laws of the State of Delaware, certifies that it has reasonable cause to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Post-Effective Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Sunnyvale, State of California, on the 29th day of August, 1997.
MERCURY INTERACTIVE CORPORATION
By: /s/ Sharlene Abrams
--------------------------------------
(Sharlene Abrams, Vice President of
Finance and Administration, Chief
Financial Officer and Secretary)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Sharlene Abrams and Susan J. Skaer, jointly and
severally, his or her attorneys-in-fact, each with the power of substitution,
for him or her in any and all capacities, to sign any amendment to this
Registration Statement on Form S-3, 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 or her substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to Registration Statement No. 33-93038 has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
<TABLE>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Aryeh Finegold* Chairman of the Board of Directors August 29, 1997
- -------------------------
(Aryeh Finegold)
/s/ Amnon Landan President and Chief Executive Officer (Principal August 29, 1997
- ------------------------- Executive Officer) and Director
(Amnon Landan)
/s/ Sharlene Abrams Vice President, Finance and Administration and Chief August 29, 1997
- ------------------------- Financial Officer and Secretary (Principal Financial
(Sharlene Abrams) and Accounting Officer)
- ------------------------- Director
(Igal Kohavi)
/s/ Yair Shamir* Director August 29, 1997
- -------------------------
(Yair Shamir)
- ------------------------- Director
(Giora Yaron)
*By /s/ Sharlene Abrams
---------------------
Sharlene Abrams
Attorney-in-Fact
</TABLE>
