<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>