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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 1999.
REGISTRATION NO. 333-70411
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THE VANTIVE CORPORATION
(Exact name of Registrant as specified in its charter)
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DELAWARE 77-0266662
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
2455 AUGUSTINE DRIVE
SANTA CLARA, CA 95054
(408) 982-5700
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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TOM THOMAS
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
THE VANTIVE CORPORATION
2455 AUGUSTINE DRIVE, SANTA CLARA, CA 95054
(408) 982-5700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
DENNIS C. SULLIVAN, ESQ.
WILLIAM A. RODONI, ESQ.
JULIE F. HANIGER, ESQ.
Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, CA 94301
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Approximate date of commencement of proposed sale to the public: 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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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>
- -------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share Price Registration Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, ($0.001 par
value per share) 66,803 shares $12.063(1) $805,844.58(2) $225(2)(3)
=============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
(2) Computed pursuant to Rule 457(c) based upon the average high and low sale
prices of Vantive's common stock on the Nasdaq Stock Market's National
Market for January 8, 1999.
(3) Previously paid in connection with the filing of Vantive's Registration
Statement on Form S-3 (File No. 333-70411) on January 11, 1999.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
securities act or until the registration statement shall become effective on
such date as the commission, acting pursuant to such section 8(a), may
determine.
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The information in this prospectus is not complete and may be changed. We
cannot sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. The prospectus is not an offer
to sell these securities, and it is not soliciting an offer to buy these
securities in any state where such an offer or sale is not permitted.
SUBJECT TO COMPLETION
DATED APRIL 26, 1999
66,803 SHARES
THE VANTIVE CORPORATION
COMMON STOCK
---------------------
This is a public offering of 66,803 shares of our common stock by some
of our current stockholders listed on page 15. These selling stockholders may
sell the shares at prices which will be determined by the prevailing market
price for the shares, or in negotiated transactions. We will not receive any of
the proceeds from the sale of the shares.
------------------------------
Vantive's common stock is listed on the Nasdaq National Market under the
symbol "VNTV." On April 22, 1999, the closing price of one share of our common
stock was $6.406.
------------------------------
Investing in the common stock involves a high degree of risk.
See "Risk Factors" beginning on page 3.
------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representations to the contrary is a
criminal offense.
------------------------------
The date of this prospectus is April __, 1999.
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No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by Vantive,
any selling stockholder or by any other person. Neither the delivery of this
prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that information herein is correct as of any time subsequent to
the date hereof. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the securities covered
by this prospectus, nor does it constitute an offer to or solicitation of any
person in any jurisdiction in which such offer or solicitation may not lawfully
be made.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from our web site at http://www.vantive.com or at the SEC's web site at
http://www.sec.gov. Our common stock is traded on The Nasdaq National Market
and, as such, reports and other information concerning Vantive can also be
inspected at the offices of the National Association of Securities Dealers,
Inc., in Washington, D.C.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our
offering is completed.
o Annual Report on Form 10-K for the year ended December 31,
1998, filed on March 31, 1999;
o The descriptions of Vantive's capital stock contained in its
registration statements on Form 8-A filed on August 9, 1995
and December 18, 1998, including any amendments or reports
filed for the purpose of updating such descriptions; and
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
The Vantive Corporation
2455 Augustine Drive
Santa Clara, CA 95054
(408) 982-5700
Attn: Chief Financial Officer
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the document.
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ABOUT VANTIVE
Vantive is a leading provider of customer relationship management
solutions. We empower companies to more effectively win, keep, and know their
customers. The Vantive Enterprise, Vantive's integrated software suite, enables
call center, marketing, field sales, help-desk and field service personnel to
deliver consistent customer service across many channels via the Internet, the
call center, or in person. The consulting implementation and integration
services that we provide are intended to help our customers implement and
optimize our software products. A "call center" is typically a functional area
of a company in which a number of employees process customer orders, complaints
or service requests. "Field sales" refers to a direct sales force deployed
throughout a geographic region.
The Vantive Enterprise is built using a component-based, multi-tier
architecture and a common data model. "Multi-tiered architecture" is a software
design intended to enhance scalability and minimize use of network bandwidth. A
"common data model" is a database shared by each application in The Vantive
Enterprise. Vantive Enterprise software may also be used through a Web browser,
providing the end-user access to the software outside the traditional office
environment. Vantive Enterprise software may be used independently or as part of
an integrated, enterprise-wide, front-office automation system. We believe
businesses can better manage customer relationships by sharing valuable customer
information throughout their organizations. The Vantive Enterprise has been
deployed by businesses in a broad range of industries that include the
following:
o software o manufacturing
o communications o medical products
o consumer products o public sector/regulated industry
o finance o online services
o outsourcing/services o consumer goods
o personal computer hardware o retail
o healthcare
Vantive's principal executive offices are located at 2455 Augustine
Drive, Santa Clara, California 95054, and its telephone number is (408)
982-5700.
RECENT MATTERS
On April 19, 1999, we announced that we had named Tom Thomas as our
Chairman of the Board of Directors and Chief Executive Officer, replacing John
Luongo. Vantive's operations depend to a great extent on the management efforts
of our officers and other key personnel, including Mr. Thomas.
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RISK FACTORS
You should consider carefully the following risk factors and all other
information contained in this prospectus before purchasing our common stock.
Investing in our common stock involves a high degree of risk. Additional risks
and uncertainties that are not yet identified or that we currently think are
immaterial may also materially adversely affect our business and financial
condition in the future. Any of the following risks could materially adversely
affect our business, operating results and financial condition and could result
in a complete loss of your investment.
Our Future Operating Results Are Uncertain.
Vantive's future operating results are uncertain and likely to
fluctuate. Our operating results have varied in the past, and we expect that
they will continue to fluctuate in the future. In addition, our operating
results may not follow any past trends. It is particularly difficult to predict
the timing or amount of our license revenues because:
o our sales cycles are lengthy and variable, typically ranging between
six and nine months from our initial contact with a potential customer
to the signing of a license agreement, although occasionally sales
require substantially more time and, in any event, vary from customer
to customer;
o the amount of unfulfilled orders for our products at the beginning of
a quarter is either zero or small because our products are typically
shipped shortly after orders are received;
o we recognize a substantial portion of our license revenues in the last
month of a quarter, and often in the last weeks or days of a quarter;
and
o revenue recognition accounting policies may require us to defer
recognition of license revenue for software products from the period
in which the agreement for the sale of such license is signed to
subsequent periods.
Nevertheless, we base our decisions regarding our operating expenses in
part on anticipated revenue trends. Because many of our expenses are relatively
fixed in the short term, a delay in recognizing revenue from a limited number of
license transactions could cause our operating results to vary significantly
from quarter to quarter and could result in operating losses. To the extent
these expenses are not followed by increased revenues that match our
projections, our operating results will suffer.
Our Quarterly Results Fluctuate Significantly and Can Fall Short of Anticipated
Levels.
Our quarterly operating results have varied significantly in the past
and we expect that they will vary significantly from quarter to quarter in the
future. These quarterly variations are caused by a number of factors, including:
o variations in demand for our products;
o delays in customer orders;
o timing of product deployments and achievement of milestones,
particularly for large orders;
o delays in recognition of revenue in accordance with applicable
accounting principles;
o the timing and mix of our license and services orders;
o our ability to attract and train qualified sales personnel;
o changes in the development of the market for our products and
services;
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o our ability to develop, introduce, ship and support new and enhanced
products that respond to changing technology trends in a timely manner
and our ability to manage product transitions;
o the amount and time of increases in expenses;
o costs and complications relating to acquisitions and integration of
new technologies or businesses;
o our ability to expand our international operations;
o the utilization rate of our services personnel; and
o possible purchasing delays by customers as they divert resources to
address Year 2000 issues.
In addition, our stock price fluctuates based upon how our results
measure against investor expectations.
Our Market is Subject to Rapid Technological Change.
The software market in which we compete is characterized by rapid
technological change. Existing products may become obsolete and unmarketable
when products using new technologies are introduced and or when industry
standards emerge. For example, Vantive's customers have adopted a wide variety
of hardware, software, database, Internet-based and networking platforms; we
must continue to support and maintain our products on a variety of such
platforms. As a result, the life cycles of our products are difficult to
estimate. To be successful, we must continue to enhance our current product line
and develop new products that successfully respond to such developments. We have
delayed enhancements or new product release dates several times in the past and
may not be able to introduce enhancements or new products successfully or in a
timely manner in the future. We believe that such delays have not to date had a
material adverse impact on our financial condition or operating results. Our
business, financial condition and operating results could be materially harmed
if we delay the release of our products and product enhancements or if these
products or product enhancements fail to achieve market acceptance when
released. In addition, customers may defer or forego purchases of our products
if we, our competitors or major hardware, systems or software vendors introduce
or announce new products or product enhancements. Such events could materially
adversely affect our business, financial condition and operating results.
Our Business Depends on the Successful Development of New Products.
Our product development requires substantial investment. There can be no
assurance that we will have sufficient resources to make the necessary
investments. We have in the past experienced development delays and it is
possible that we will experience such delays in the future. There is no
assurance that we will not experience difficulties that could delay or prevent
the successful development, introduction or marketing of new or enhanced
products in the future. In addition, there is no assurance that such products
will meet the requirements of the marketplace and achieve market acceptance. If
we are unable, for technological or any other reasons, to develop and introduce
new and enhanced products in a timely manner, our business could be materially
adversely affected.
Our Products Must Operate Properly.
Our software products are complex and may contain errors that may be
detected at any point in the products' life cycles. We have in the past
discovered software errors in certain of our products and as a result have
experienced delays in shipment of products during the period required to correct
these errors. Although we have not experienced any material adverse effects from
any such errors to date, there can be no assurance that, despite testing by us
and by current and potential customers, errors will not be found in new products
or releases after shipment, resulting in loss of revenue or delay in market
acceptance and sales, diversion of development resources, injury to our
reputation, or increased service and warranty costs, any of which could severely
harm our business. Our products are generally used in systems with other
vendors' products, and as a result, they must integrate successfully with
existing systems. System errors, whether caused by our products or those of
another vendor, could adversely
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affect the market acceptance of our products, and any necessary revisions could
cause us to incur significant expenses. The occurrence of any such problems
could harm our business.
Since our products are often used for mission critical applications such
as sales, marketing or field services, errors, defects or other performance
problems could result in financial or other damages to our customers. Although
our license agreements generally contain provisions designed to limit our
exposure to product liability claims, existing or future laws or unfavorable
judicial decisions could negate such limitation or liability provisions.
Although no product liability claim has been made against us to date, such a
claim, even if it were unsuccessful, would be time-consuming and costly to
defend and could harm our business.
We Face Risks from Global Operations and Expansion of International Operations.
International revenue, or revenue derived from sales to customers in
foreign countries, accounted for 27.3%, 16.0%, and 9.3% of our revenue in 1998,
1997 and 1996, respectively. We intend to continue and substantially expand our
international operations and to enter new international markets. This expansion
will require significant management attention and financial resources to
successfully translate and localize our software products into various languages
and to develop direct and indirect international sales, consulting and support
channels. We may not be able to maintain or increase international market demand
for our products. We, or our distributors or resellers, may not be able to
sustain or increase international revenues from licenses or from consulting and
customer support or our relationships with our distributors may deteriorate.
Additionally, recent unfavorable economic and political conditions in the Asian
markets have occurred and we believe if such conditions continue over the
foreseeable future they could negatively impact our business. Moreover, our
foreign subsidiaries operate primarily in local currencies and their results are
translated into U.S. dollars. We do not currently engage in currency hedging
activities, but we may do so in the future. Increases in the value of the U.S.
dollar relative to foreign currencies could materially harm our operating
results.
We Depend on Service Revenues.
Support and service revenues represented 45.3% of our total revenues for
1998, 34.8% for 1997 and 35.4% for 1996. We anticipate that service revenues
will continue to represent a significant percentage of total revenues.
o Because service revenues have lower gross margins than license
revenues, a continued increase in the percentage of total revenues
represented by service revenues or an unexpected decrease in license
revenues could have a detrimental impact on overall gross margins and
our operating results.
o We subcontract certain consulting, customer support and training
services to third-party service providers. Third-party contract
revenues generally carry lower gross margins than our service business
overall; as a result, our service revenues and related margins may
vary from period to period, depending on the mix of these third-party
contract revenues.
o Service revenues depend in part on ongoing renewals of support
contracts by our customers, some of which may not renew their support
contracts.
o In addition, consulting revenues as a percentage of our total revenues
could decline if customers select third-party service providers to
install and service our products more frequently than they have in the
past.
If service revenues are lower than anticipated, our business, financial
condition and operating results could be materially adversely affected. Our
ability to increase service revenues will depend in large part on our ability to
increase the scale of our services organization, including our ability to
successfully recruit and train a sufficient number of qualified services
personnel. We may not be able to do so.
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We Depend on Licensed Technology and We May Increase Use of Software Licensed
to Us by Third Parties.
We license technology on a non-exclusive basis from several businesses
for use with our products and anticipate that we will continue to do so in the
future. Our inability to continue to license these products or to license other
necessary products for use with our products or substantial increases in royalty
payments under third-party licenses could harm our business. In addition, the
effective implementation of our products depends upon the successful operation
of third-party licensed products in conjunction with our products, and therefore
any undetected errors in such licensed products may prevent the implementation
or impair the functionality of products, delay new product introductions and/or
injure our reputation.
Vantive currently markets products that allow customers to make
modifications to tailor our software to their business. While we believe, based
on interactions with our customers, and potential customers, that customers
derive significant competitive advantage from such modifications, we believe
that competitive pressures, technological changes demanded by customers, and
significant advances in the sophistication of third-party application
development tools such as Visual Basic for Applications will require us to make
greater use of third-party software in the future. Additionally, our commitment
to adopt or interface with best-of-breed software technology may require us to
increase use of third-party software. The greater use of third-party software
could require us to invest significant resources in rewriting some or all of our
software applications products utilizing third-party software and/or to enter
into license arrangements with third parties which could result in higher
royalty payments and a loss of product differentiation. There can be no
assurance that we would be able to successfully rewrite our products or enter
into commercially reasonable licenses, and the costs of, or inability or delays
in, doing so could materially harm our business.
Our Market is Highly Competitive.
The market for enterprise relationship management software and services
is intensely competitive, fragmented and rapidly changing. We face competition
or potential competition in the customer relationship management software market
and services primarily from the following types of companies:
o front-office software applications vendors such as (in alphabetical
order) Aurum Software, Inc. (a subsidiary of The Baan Company),
Clarify, Inc., Onyx Software Corporation, Pivotal Software and Siebel
System, Inc.;
o large enterprise hardware and software vendors such as Oracle,
PeopleSoft, SAP AG, IBM's CorePoint business unit and JD Edwards &
Company;
o system integrators;
o Internet start-ups such as Silknet Software, Inc. and Vignette
Corporation; and
o our potential customers' internal information technology departments,
which may seek to develop proprietary enterprise relationship
management systems.
In addition, as we develop new products, particularly applications
focused on particular industries, we may begin competing with companies with
whom we have not previously competed. It is also possible that new competitors
will enter the market or that our competitors will form alliances that may
enable them to rapidly increase their market share or that our current alliance
partners may now or in the future compete with us.
Continued Growth May Strain Our Operations.
We have recently experienced a period of growth and expansion. Our
new employees include a number of key managerial, marketing, planning, technical
and operations personnel who have not yet been fully integrated into our
organization.
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We intend to continue to expand our operations internationally and
domestically, grow our customer base and pursue market opportunities through
multiple growth strategies. Our rapid growth and expansion places significant
demands on our managerial, administrative, operational, financial and other
resources. To accommodate continued anticipated growth and expansion, we will be
required to:
o improve existing and implement new operational and financial systems,
procedures and controls;
o hire, train, manage, retain and motivate qualified personnel and enter
into relationships with strategic partners;
o integrate our new management team; and
o anticipate and respond to changing market conditions.
These measures may place a significant burden on our management and our
internal resources. If we are not able to install adequate control systems in an
efficient and timely manner, if our current or planned personnel systems,
procedures and controls are not adequate to support our future operations, or if
we are unable to otherwise manage growth effectively, our business could be
harmed.
We Depend on Key Personnel and Must Attract and Retain Additional Qualified
Personnel.
Our success depends largely on the continued contributions of our key
management, engineering, sales and marketing and professional services
personnel, many of whom would be difficult to replace. Our success also depends
on our ability to attract and retain additional qualified engineering, sales and
marketing and professional services personnel. Competition for such personnel is
intense, especially in Silicon Valley, where our principal facilities are
located. If we are unable to retain our existing key personnel, or attract and
train additional qualified personnel, our business could be harmed.
In addition, companies in the software industry whose employees accept
positions with competitors frequently claim that such competitors have breached
non-competition agreements. Although no such claim has been made against us to
date, we may receive such claims in the future as we hire qualified personnel,
and if such a claim were to be made against us, it may result in material
litigation. We could incur substantial costs in defending ourselves against any
such claims, regardless of the merits of such claims.
We are Dependent on Emerging Markets for the Growth of Front-Office Automation
Software.
Vantive's future financial performance will depend in large part on the
growth in demand for individual front-office automation software as well as the
number of organizations adopting comprehensive front-office automation software
information systems for their client/server and Web computing environments. We
believe that an important competitive advantage for our products is their
ability to be integrated with one another and with other back office software
into a front-office automation information system. If the demand for integrated
suites of front-office automation applications fails to develop, or develops
more slowly than we currently anticipate, this could have a material adverse
effect on the demand for our products and on our business, results of operations
and financial condition.
Our Success Depends on a Limited Number of Products and the Successful
Development of New Products.
To date, a significant portion of our license revenue is derived from
the sale of a limited number of individual products, and in particular, Vantive
Support, Vantive FieldService, Vantive Sales and Vantive HelpDesk. We expect
license revenues from these products and their enhanced versions to continue to
account for a significant portion of our future revenues. As a result, factors
adversely affecting the pricing of or demand for such products such as
competition or technological change could materially affect our business. Our
future financial performance will depend, in significant part, on the successful
development, introduction and customer acceptance of new and enhanced versions
of these products and other products. Additionally, we are investing in the
field service,
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eCommerce and Web product markets. Should these markets fail to
develop, not accept our products, or cause us to lose new business and/or
customers in our traditional markets our business, our business could be
adversely affected.
We Need to Expand and Leverage Our Distribution Channels.
We have historically sold our products through our direct sales force.
Our ability to achieve significant revenue growth in the future will depend in
large part on our success in recruiting and training sufficient sales personnel
and establishing relationships with distributors, resellers and systems
integrators. We are currently investing, and plan to continue to invest,
significant resources to expand our domestic and international direct sales
force and to develop distribution relationships with certain third-party
distributors, resellers and systems integrators. There can be no assurance that
we will be able to attract a sufficient number of third-party distribution
partners or that such partners will recommend our products. The inability to
establish successful relationships with distributors, resellers or systems
integrators could have a material adverse effect on our business, operating
results and financial condition. In addition, there can be no assurance that we
will be able to successfully expand our direct sales force or other
distributors. If we fail to expand our direct sales force or other distribution
channels our business could be harmed.
We Need to Successfully Leverage Third-Party Relationships.
Vantive relies heavily on our relationships with a number of
organizations that are important to worldwide sales and marketing of our
products. If we fail to maintain our existing relationships, or to establish new
relationships, or if our partners do not perform to our expectations, our
business, financial condition and operating results could be materially
adversely affected. We also rely on a number of systems consulting and
integration firms to implement our software, provide customer support services
and endorse our products during the competitive evaluation stage of the sales
cycle. Although we seek to maintain relationships with these service providers,
many of them have similar, and often more established, relationships with our
competitors. These third parties, many of which have significantly greater
resources than we have, may in the future market software products that compete
with ours or reduce or discontinue their relationships with us or their support
of our products. In addition, our business, financial condition and operating
results could be materially adversely affected if:
o we are unable to develop and retain effective, long-term relationships
with systems integrators;
o we are unable to adequately train a sufficient number of systems
integrators;
o systems integrators do not have or do not devote the resources
necessary to facilitate implementation of our products; or
o systems integrators endorse a product or technology other than ours.
Possible Volatility of Our Stock Price.
In the past, the price of our common stock has been volatile. The market
price of the common stock could substantially fluctuate due to future
announcements concerning Vantive or our competitors such as:
o quarterly variations in operating results
o announcements of technological innovations
o the introduction of new products or changes in product pricing
policies by Vantive or its competitors
o proprietary rights or other litigation
o changes in earnings estimates by analysts
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In addition, stock prices for many technology companies fluctuate widely
for reasons that may be unrelated to operating results of such companies and
could result from many other factors. These fluctuations, as well as general
economic, market and political conditions such as recessions or military
conflicts, may materially and adversely affect the market price of our common
stock, which could in turn harm our business.
We Have Limited Protection of Our Intellectual Property.
Our success and ability to compete depend on our proprietary technology.
We rely primarily on copyright, trade secret and trademark law and, to a lesser
extent, patent law, to protect the source code for our proprietary software and
other proprietary information. We presently have only two patents and no patent
applications pending. We also enter into agreements with our employees,
consultants and customers to control their access to and distribution of our
software, documentation and other proprietary information. Nevertheless, a
third-party could copy or otherwise obtain our software or other proprietary
information without authorization, or could develop software competitive to
ours. In addition, effective trademark protection may not be available. Our
competitors may adopt names similar to our trade-names, thereby impeding our
ability to build brand identity and possibly leading to customer confusion.
We may have to litigate to enforce our intellectual property rights, to
protect our trade secrets or know-how or to determine their scope and validity,
or the scope, validity or enforceability of the proprietary rights of other
third parties. Enforcing or defending our proprietary technology is expensive,
could cause the diversion of our resources, and may not prove successful. In
addition, the laws of other countries may not protect our products and
intellectual property rights to the same extent as the laws of the United
States. Our protective measures may be inadequate in these countries to protect
our proprietary rights. Any failure to enforce or protect our intellectual
property rights could cause us to lose a valuable asset and could harm our
business.
We May Infringe the Proprietary Rights of Others.
Although we are not aware of any infringement by any of our products of
the patent, trademark, copyright or other proprietary rights of any third-party,
claims may be made against us in the future that allege violation of such
proprietary rights as a result of the use by us, our customers or other
third-parties of our products. Any such claim would be costly and time-consuming
to defend, would divert our management's attention, could cause product delays
and could otherwise harm our business. If we were to discover that our products
violate a third-party's proprietary rights, we could be required to enter into
royalty or licensing agreements in order to be able to sell our products. Such
arrangements may not be available to us, and even if they are available, they
might be prohibitively expensive.
Product Liability.
Our license agreements with our customers typically contain provisions
intended to limit our exposure to potential product liability claims. It is
possible that the limitation of liability provisions contained in such
agreements may not be effective or may not be enforced in a particular
jurisdiction. Although we have not experienced any product liability claims to
date, our sale and support of such products and the acquisition of other
businesses may entail the risk of such claims. A successful product liability
action brought against us could harm our business.
Year 2000 Readiness Disclosure
As is true for most companies, the Year 2000 issue creates risks for
Vantive. If systems do not correctly recognize date information when the year
changes to 2000, there could be an adverse impact on our operations. The Year
2000 issue not only has an impact on Vantive at the end of the calendar year
1999, but could also have an impact on us in the year 2000. Our risk exists
primarily in the following areas:
o systems used by Vantive to run its business including information
systems, equipment and facilities;
9
<PAGE> 12
o systems used by Vantive's suppliers;
o potential warranty or other claims from our customers with respect to
our products or services; and
o potential for reduced spending, or a moratorium on spending, by
potential customers due to Year 2000 remediation.
We are continuing to evaluate and mitigate our exposure in those areas
where appropriate and possible.
State of Readiness. In 1998 two groups were assigned to address
Vantive's Year 2000 readiness efforts. The head of our engineering department is
in charge of the product readiness group. Our head of internal systems and
technology is in charge of the internal systems readiness group. These groups
have been meeting on a regular basis to review Vantive's Year 2000 readiness and
to coordinate company-wide efforts.
Internal Systems and Equipment and Facilities. Internal systems include
those used to run Vantive's business, such as finance, manufacturing, order
processing and distribution. Vantive has completed its evaluation of most of
these applications for Year 2000 compliance, and has begun remediation or
replacement of systems, where necessary. We expect to achieve remediation
without significant impact on the operational results of our business by
September 1999, with continued testing through the end of 1999. In the event
that implementation of replacement systems is delayed, or if significant new
compliance issues are identified, our ability to conduct our business or record
transactions could be disrupted which could harm our results of operations or
financial condition.
Vantive is in the process of evaluating Year 2000 compliance of its
equipment and critical suppliers of goods and services. Critical equipment, such
as manufacturing equipment, has been identified, and Vantive is currently in the
process of contacting its suppliers to ascertain Year 2000 compliance. Vantive
has submitted questionnaires to those suppliers on its internal systems and has
received certification from suppliers on Year 2000 readiness. We expect to
achieve remediation by September 1999 without significant impact on the
operational results of our business, with continued testing through the end of
1999. In the event that identification of non-compliant equipment and any
upgrade or replacement of equipment is delayed, our design, production and
shipping capabilities could be disrupted, which could harm our results of
operations or financial condition.
We are assessing Year 2000 readiness of our owned and leased facilities
worldwide. Priority is being placed on critical facilities that house large
numbers of employees or significant operations. We expect to complete
remediation by September 1999. The continued functioning of these facilities is
important to operations, and, as such, any delays in achieving Year 2000
compliance with respect to these facilities could harm Vantive's results of
operations or financial condition.
Vantive Products. Vantive has conducted evaluation of its currently
available products. We believe that our current products are materially Year
2000 compliant. We have not tested all previous releases or versions of all of
our products, nor have we tested all current products within all customers'
systems environments. To assist customers in evaluating Year 2000 readiness of
Vantive's products, we have developed information on the capability of our
products. This information is located on Vantive's website (www.Vantive.com) and
is periodically updated as assessment of additional products is completed.
Certain of our disclosures and announcements concerning our products and Year
2000 programs, including those in this report on Form 10-K, are intended to
constitute "Year 2000 Readinesss Disclosures" as defined in the recently enacted
Year 2000 Information and Readiness Disclosure Act. The inability of any of our
products to operate properly in the Year 2000 could result in increased warranty
costs, customer satisfaction issues, litigation or other material costs and
liabilities, which could materially harm our results of operations or financial
condition. Additionally, because there is no uniform definition of Year 2000
"compliance" and because all customer situations cannot be anticipated,
particularly those involving other vendors' products, Vantive may see a change
in demand or an increase in warranty and other claims as a result of the Year
2000 transition. Such events, should they occur, could have a material adverse
impact on future results.
Key Suppliers of Technology for Resale by Vantive for Use With Vantive
Products. Vantive has contacted suppliers of products resold by Vantive to
determine that the suppliers' operations and the products and services
10
<PAGE> 13
they provide are Year 2000 compliant. We believe such suppliers' products are
materially Year 2000 compliant and plan to work with all suppliers for
assessment and remediation for Year 2000 compliance. Because Vantive does not
provide a warranty for such products, and because only a small percentage of our
customers have purchased such products from us, we believe our exposure to
product warranty claims is minimal. As needed, Vantive will identify alternative
sources of such products. If suppliers fail to adequately address the Year 2000
issue for the products or services they provide to Vantive and which are resold
by Vantive, this could materially harm our results of operations or financial
condition.
Contingency Plans. Because we are still assessing our Year 2000
compliance in all areas, contingency plans have not yet been determined. As the
assessments are completed, contingency plans will be developed as needed. For
example, contingency plans for production facilities could include shifting
production and distribution to other Vantive facilities or engaging
subcontractors.
Costs to Address Year 2000 Issues. Based on our current assessment, it
is expected that the total cost of these programs could be between $500,000 and
$1,700,000. Approximately $100,000 has been spent on these programs to date. All
expected costs are based on our current evaluation of the Year 2000 programs and
are subject to change as the programs progress. It is anticipated that the
majority of the Year 2000 costs incurred will consist of consultant's fees and
internal hardware and software upgrades or replacements. We do not separately
track the internal labor costs associated with the Year 2000 project unless it
is an employee's principal job function. These internal labor costs, including
employee efforts involved in assessing our Year 2000 exposures, testing, and
remediating non-compliant Year 2000 systems, communicating with customers, and
various other employee-related tasks, have not been included in the total
estimated costs. Any costs associated with potential Year 2000 litigation
exposure are not currently ascertainable and are not included in the total cost
estimate above.
Future Sales Impact. Year 2000 compliance is an issue for virtually all
businesses whose computer systems and applications may require significant
hardware and software upgrades or modifications. Companies owning and operating
such systems may plan to devote a substantial portion of their information
technology spending to fund such upgrades and modifications and divert spending
away from projects such as customers relationship management or front office
software applications. We believe that some companies have instituted a
moratorium on new information technology projects until their Year 2000 issues
are satisfactorily addressed. Such changes in customers' spending patterns could
materially harm our sales, operating results or financial condition.
Remediation of Problems Related to the European Monetary Conversion May Involve
Significant Time and Expense and May Reduce Our Future Sales.
Vantive is aware of the issues associated with the changes in Europe
aimed at forming a European economic and monetary union. One of the changes
resulting from this union required member countries to irrevocably fix their
respective currencies to a new currency, the Euro, on January 1, 1999, at which
date the Euro became a functional legal currency of these countries. During the
next three years, business in member countries will be conducted in both the
existing national currency, such as the French Franc or the Deutschemark, and
the Euro. As a result, companies operating in or conducting business in member
countries will need to ensure that their financial and other software systems
are capable of processing transactions and properly handling these currencies,
including the Euro.
We are still assessing the impact the conversion to the Euro will have
on both our internal systems and the products we sell. We will take appropriate
corrective actions based on the results of such assessment. We have not yet
determined the costs related to addressing this issue. This issue and its
related costs could harm our business.
Changes in Accounting Standards Could Affect the Calculation of Our Future
Operating Results.
We recognize revenues from software license agreements upon delivery of
our software products if:
o persuasive evidence of an arrangement exists;
11
<PAGE> 14
o collection is probable; and
o the fee is fixed or determinable.
We recognize customer support (maintenance) revenues ratably over the
contract term -- typically one year -- and recognize revenues for consulting and
training services as such services are performed.
Statement of Position 97-2, "Software Revenue Recognition," was issued
in October 1997 by the American Institute of Certified Public Accountants and
amended by Statement of Position 98-4. We adopted Statement of Position 97-2
effective January 1, 1998. Based on our interpretation of Statement of Position
97-2 and Statement of Position 98-4, we believe our current revenue recognition
policies and practices are consistent with Statement of Position 97-2 and
Statement of Position 98-4.
In December 1998, the Accounting Standards Executive Committee, released
Statement of Position 98-9 ("SOP 98-9"), "Software Revenue Recognition," with
respect to certain transactions. SOP 98-9 amends SOP 97-2 to require that an
entity recognize revenue by means of the "residual method" when (1) there is
vendor-specific objective evidence (VSOE) of the fair values of all undelivered
elements in a multiple-element arrangement that is not accounted for using
long-term contract accounting, (2) VSOE of fair value does not exist for one or
more of the delivered elements in the arrangement, and (3) all revenue
recognition criteria of SOP 97-2 other than the requirement for VSOE of the fair
value of each delivered element of the arrangement are satisfied. Under the
residual method, the arrangement fee is recognized as follows: (1) the total
fair value of the undelivered elements, as indicated by VSOE, is deferred and
subsequently recognized in accordance with the relevant sections of SOP 97-2 and
(2) the difference between the total arrangement fee and the amount deferred for
the undelivered elements is recognized as revenue related to the delivered
elements. The provisions of SOP 98-9 that extend the deferral of certain
paragraphs of SOP 97-2 and SOP 98-9 will be effective for transactions that are
entered into in fiscal years beginning after March 15, 1999 and prohibits any
retroactive application. The Company is evaluating the requirements of SOP 98-9
and the effects, if any, on our current revenue recognition policies.
FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements." When used in this
prospectus, the words "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates" and similar expressions are generally intended to identify
forward-looking statements. Because these forward-looking statements involve
risks and uncertainties, actual results could differ materially from those
expressed or implied by these forward-looking statements for a number of
reasons, including those discussed under "Risk Factors" and elsewhere in this
prospectus. Vantive assumes no obligation to update any forward-looking
statements.
PLAN OF DISTRIBUTION
All 66,803 shares of common stock being registered by this prospectus
are being registered on behalf of the selling stockholders who are listed on
page 15. We issued all of these shares in connection with our acquisition of
Scotch Bonnet Integration, Inc. Vantive will receive no proceeds from this
offering. As used in this prospectus, the term "selling stockholders" includes
donees and pledgees selling shares received from a named selling stockholder
after the date of this prospectus.
The selling stockholders will act independently of Vantive in making
decisions with respect to the timing, manner and size of each sale. The selling
stockholders may choose to sell the shares from time to time at market prices
prevailing at the time of the sale or at prices related to the then prevailing
market prices. The selling stockholders may also choose to sell the shares from
time to time in negotiated transactions, including an underwritten offering or
through the use of one or more of the following methods:
o a block trade in which the broker or dealer will attempt to
sell the shares as agent but may position and resell a portion
of the block as principal in order to facilitate the
transaction,
12
<PAGE> 15
o purchases by a broker or dealer as principal and resale by
that same broker or dealer for its account under this
prospectus, and
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers.
In connection with the sale of the shares, the selling stockholders may
engage broker-dealers who in turn may arrange for other broker-dealers to
participate. Broker-dealers may receive commissions or discounts from the
selling stockholders in amounts to be negotiated immediately prior to the sale.
In addition, underwriters or agents may receive compensation from the selling
stockholders or from purchasers of the shares for whom they may act as agents,
in the form of discounts, concessions or commissions. Underwriters may sell
shares to or through dealers, and these dealers may receive compensation in the
form of discounts, concessions or commissions from the underwriters or
commissions from the purchasers for whom they act as agents. Underwriters,
dealers and agents that participate in the distribution of the shares may be
deemed to be underwriters. Any discounts or commissions received by them from
the selling stockholders and any profit on the resale of the shares by them may
be deemed to be underwriting discounts and commissions under the Securities Act.
At the time a particular offer of shares is made, to the extent
required, a supplement to this prospectus will be distributed which will
identify and set forth the aggregate amount of shares being offered and the
terms of the offering. Such supplement will also disclose the following
information:
o the name or names of any underwriters, dealers or agents,
o the purchase price paid by any underwriter for shares
purchased from the selling stockholders,
o any discounts, commissions and other items constituting
compensation from the selling stockholders and/or Vantive, and
o any discounts, commissions or concessions allowed or reallowed
or paid to dealers, including the proposed selling price to
the public.
Vantive has agreed to indemnify the selling stockholders in certain
circumstances against certain liabilities, including liabilities under the
Securities Act. The selling stockholders have agreed to indemnify Vantive in
certain circumstances against certain liabilities, including liabilities under
the Securities Act.
The selling shareholders and any other persons participating in the sale
or distribution of the shares being registered by this prospectus will be
subject to the provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, to the extent applicable. These provisions
may limit the timing of purchases and sales of any of the shares by the selling
shareholders or any other such person. This may affect the marketability of the
shares. The selling shareholders also will comply with the applicable prospectus
delivery requirements under the Securities Act in connection with the sale or
distribution of the shares being registered by this prospectus.
In order to comply with state securities laws, if applicable, the shares
will be sold in such jurisdictions only through registered or licensed brokers
or dealers. In some states, the shares may not be sold unless the shares have
been registered or qualified for sale in that state, or unless an exemption from
registration or qualification is available and is obtained.
Vantive will bear all out-of-pocket expenses incurred in connection with
the registration of the shares. These expenses include, without limitation, all
registration and filing fees imposed by the SEC, the NASD and blue sky laws,
printing expenses, transfer agents' and registrars' fees, and the fees and
disbursements of Vantive's outside counsel and independent public accountants.
The selling stockholders will bear all underwriting discounts and commissions
and transfer or other taxes.
13
<PAGE> 16
SELLING STOCKHOLDERS
The following table sets forth the number of shares owned by each of the
selling stockholders. None of the selling stockholders has had a material
relationship with Vantive within the past three years other than as a result of
the ownership of the shares or other securities of Vantive. No estimate can be
given as to the amount of shares that will be held by the selling stockholders
after completion of this offering because the selling stockholders may offer all
or some of the shares and because there currently are no agreements,
arrangements or understandings with respect to the sale of any of the shares.
The shares offered by this prospectus may be offered from time to time by the
selling stockholders named below. Each selling stockholder has sole voting and
investment power with respect to all shares shown as beneficially owned by the
selling stockholder, subject to community property laws where applicable.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES PERCENT OF
BENEFICIALLY OWNED REGISTERED FOR OUTSTANDING
SELLING STOCKHOLDER BEFORE OFFERING SALE HEREBY SHARES
------------------- ------------------ ---------------- -----------
<S> <C> <C> <C>
Marian Abrams 12,238 12,238 *
Mark Dirrim 12,238 12,238 *
Daniel Kenyon 12,238 12,238 *
Guy Pasela 21,738 21,738 *
Systar, Inc. 8,351 8,351 *
------ ------ --
TOTALS 66,803 66,803 *
</TABLE>
- ----------------
* Represents beneficial ownership of less than 1%.
This registration statement also shall cover any additional shares of
common stock which become issuable in connection with the shares registered for
sale by this prospectus by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of Vantive's
outstanding shares of common stock.
LEGAL MATTERS
For the purpose of this offering, Gray Cary Ware & Freidenrich LLP,
Vantive's outside legal counsel, is giving its opinion on the validity of the
shares.
EXPERTS
The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
14
<PAGE> 17
================================================================================
We have not authorized any person to make a statement that differs from what is
in this prospectus. If any person does make a statement that differs from what
is in this prospectus, you should not rely on it. This prospectus is not an
offer to sell, nor is it seeking an offer to buy, these securities in any state
in which the offer or sale is not permitted. The information in this prospectus
is complete and accurate as of its date, but the information may change after
that date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information........................................1
About Vantive..............................................................2
Recent Matters.............................................................2
Risk Factors...............................................................3
Forward-Looking Statements................................................12
Plan of Distribution......................................................12
Selling Stockholders......................................................14
Legal Matters.............................................................14
Experts...................................................................14
</TABLE>
THE VANTIVE CORPORATION
----------------------------
66,803 SHARES
OF
COMMON STOCK
----------------------------
PROSPECTUS
----------------------------
April __, 1999
================================================================================
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimates
except the Securities and Exchange Commission registration and listing and
filing fees.
<TABLE>
<CAPTION>
To be Paid
By The
Registrant
----------
<S> <C>
SEC Registration Fee..................................... $ 225
Nasdaq filing fee........................................ 2,000
Accounting fees and expenses............................. 5,000
Legal fees and expenses.................................. 10,000
Miscellaneous expenses................................... 775
-------
Total............................................ $18,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant indemnity to officers,
directors, and other corporate agents under certain circumstances and subject to
certain limitations. Vantive's Certificate of Incorporation and Bylaws provide
for indemnification of its directors, officers, employees, and agents to the
full extent permitted by the Delaware General Corporation Law, including in
circumstances in which indemnification is otherwise discretionary under Delaware
Law. In addition, Vantive has entered into separate indemnification agreements
with its directors and officers. Vantive also currently has directors' and
officers' liability insurance in place.
These indemnification provisions may be sufficiently broad to permit
indemnification of the Registrant's officers and directors for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act
of 1933.
II-1
<PAGE> 19
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- ----------- -----------------------
<S> <C>
3.1* Agreement and Plan of Merger by and among The Vantive
Corporation, Solar Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of The Vantive
Corporation, and Scotch Bonnet Integration, Inc., a Delaware
corporation.
5.1* Opinion of Gray Cary Ware & Freidenrich LLP.
23.1 Consent of Arthur Andersen LLP, Independent Accountants.
23.2* Consent of Gray Cary Ware & Freidenrich LLP (included in the
Opinion of Gray Cary Ware 7 Freidenrich LLP, filed as Exhibit 5.1
hereto).
24.1 Power of Attorney (included on page II-4 of this registration
statement).
</TABLE>
- --------
* Previously filed with the Registrant's Registration Statement on Form S-3
(File No. 333-70411) on January 11, 1999.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act each filing of the Vantive'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 Exchange Act) 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.
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 Securities and Exchange Commission
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.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
II-2
<PAGE> 20
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
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;
(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) of the Securities Act of 1933,
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 (1)(i) and (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 by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act of 1934, that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under 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.
II-3
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santa
Clara, State of California, on April 23, 1999.
THE VANTIVE CORPORATION
By: Tom Thomas*
------------------------------------
Tom Thomas
Chairman of the Board of Directors
and Chief Executive Officer
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 the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Tom Thomas* Chairman of the Board of Directors April 23, 1999
- --------------------------- and Chief Executive Officer
Tom Thomas (Principal Executive Officer)
Leonard LeBlanc* Executive Vice President, Chief April 23, 1999
- --------------------------- Financial Officer and Secretary
Leonard LeBlanc (Principal Financial Officer)
Michael M. Loo* Vice President Finance and April 23, 1999
- --------------------------- Assistant Secretary (Chief
Michael M. Loo Accounting Officer)
William H. Davidow* Director April 23, 1999
- ---------------------------
William H. Davidow
Director
- ---------------------------
Raymond L. Ocampo Jr.
Peter A. Roshko* Director April 23, 1999
- ---------------------------
Peter A. Roshko
Patti Manuel* Director April 23, 1999
- ---------------------------
Patti Manuel
*By: /s/ Leonard LeBlanc
-----------------------
Leonard LeBlanc
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 22
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
3.1* Agreement and Plan of Merger by and among The Vantive
Corporation, Solar Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of The Vantive
Corporation, and Scotch Bonnet Integration, Inc., a Delaware
corporation.
5.1* Opinion of Gray Cary Ware & Freidenrich LLP.
23.1 Consent of Arthur Andersen LLP, Independent Accountants.
23.2* Consent of Gray Cary Ware & Freidenrich LLP (included in the
Opinion of Gray Cary Ware & Freidenrich LLP, filed as Exhibit 5.1
hereto).
24.1 Power of Attorney (included on page II-4 of this registration
statement).
</TABLE>
- --------
* Previously filed with the Registrant's Registration Statement on Form S-3
(File No. 333-70411) on January 11, 1999.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 22, 1999 included in The Vantive Corporation's Form 10-K for the year
ended December 31, 1998 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
----------------------------------------
ARTHUR ANDERSEN LLP
San Jose, California
April 22, 1999
