VANTIVE CORP
S-8 POS, 2000-01-04
PREPACKAGED SOFTWARE
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<PAGE>   1
         AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 4, 2000
                                                      REGISTRATION NO. 333-00960
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             THE VANTIVE CORPORATION
             (Exact name of registrant as specified in its charter)

        DELAWARE                                         77-0266662
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              2525 AUGUSTINE DRIVE
                          SANTA CLARA, CALIFORNIA 95054
                                 (408) 982-5700

          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                                  ------------

                             THE VANTIVE CORPORATION
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                    1995 OUTSIDE DIRECTORS STOCK OPTION PLAN
                   AMENDED AND RESTATED 1991 STOCK OPTION PLAN
                            (Full title of the plan)

                                DAVID SCHELLHASE
                       VICE PRESIDENT AND GENERAL COUNSEL
                             THE VANTIVE CORPORATION
                              2525 AUGUSTINE DRIVE
                          SANTA CLARA, CALIFORNIA 95054
                                 (408) 982-5700
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:

<TABLE>
<S>                                                         <C>
      GREGORY GALLO, ESQ.                                         KENNETH LAMB, ESQ.
       JOE SORENSON, ESQ.                                        PETER HEILMANN, ESQ.
GRAY CARY WARE & FREIDENRICH LLP                              GIBSON, DUNN & CRUTCHER LLP
      400 HAMILTON AVENUE                                        ONE MONTGOMERY STREET
  PALO ALTO, CALIFORNIA 94301                               SAN FRANCISCO, CALIFORNIA 94104
         (650) 833-2100                                             (415) 393-8200
</TABLE>


         This Amendment to Registration Statement shall become effective
immediately upon filing with the Securities and Exchange Commission.

<PAGE>   2

                          DEREGISTRATION OF SECURITIES

         The purpose of this Post-Effective Amendment No. 1 (this "Amendment")
to the Registration Statement on Form S-8 (Registration No. 333-00960) (the
"Registration Statement") of The Vantive Corporation, a Delaware corporation, is
to deregister all securities registered pursuant to the Registration Statement
but unissued as of the date this Amendment is filed.



<PAGE>   3

                                   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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santa
Clara, and State of California, on this 31st day of December, 1999.

                                            THE VANTIVE CORPORATION

                                            By: /s/ DAVID SCHELLHASE
                                            ------------------------------------
                                            David Schellhase
                                            Vice President and General Counsel

          Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signatures                                  Title                                   Date
              ----------                                  -----                                   ----
<S>                                          <C>                                           <C>
/s/ THOMAS L. THOMAS                         Chief Executive Officer                       December 31, 1999
- -------------------------------------        and Director
(Thomas L. Thomas)                           (Principal Executive Officer)

/s/ LEONARD LEBLANC                          Chief Financial Officer                       December 31, 1999
- -------------------------------------        (Principal Financial Officer)
(Leonard LeBlanc)

/s/ MICHAEL M. LOO                           Vice, President, Finance                      December 31, 1999
- -------------------------------------        (Principal Accounting Officer)
(Michael M. Loo)

/s/ WILLIAM DAVIDOW                          Director                                      December 31, 1999
- -------------------------------------
(William Davidow)

/s/ RAYMOND L. OCAMPO JR.                    Director                                      December 31, 1999
- -------------------------------------
(Raymond L. Ocampo Jr.)

/s/ PATTI MANUEL HART                        Director                                      December 31, 1999
- -------------------------------------
(Patti Manuel Hart)

/s/ PETER ROSHKO                             Director                                      December 31, 1999
- -------------------------------------
(Peter Roshko)
</TABLE>



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