Prepared by R.R. Donnelley Financial -- Form S-8
As filed with the Securities and Exchange Commission on July 17, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SUPPORTSOFT, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other
jurisdiction of incorporation or organization) |
|
94-3282005 (I.R.S.
Employer Identification No.) |
| |
| 575 Broadway Redwood City,
CA (Address of principal executive offices) |
|
94063 (Zip
Code) |
SupportSoft, Inc. 2000 Omnibus Equity Incentive Plan
(Full title of the plans)
Copy to:
| Radha R. Basu President, Chief
Executive Officer and Chairman SupportSoft, Inc. 575
Broadway Redwood City, CA 94063 (650)
556-9440 |
|
Davina K. Kaile, Esq. Pillsbury
Winthrop LLP 2550 Hanover Street Palo Alto, CA
94304 (650) 233-4500 |
| (Name, address and telephone number of agent for service) |
|
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CALCULATION OF REGISTRATION FEE
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| Title of Securities To Be
Registered(1) |
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Amount To Be Registered(2) |
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Proposed Maximum Offering Price Per Share(3) |
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Proposed Maximum Aggregate Offering Price(3) |
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Amount of Registration Fee |
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| Common Stock, par value $0.0001 per share: To be issued under the SupportSoft, Inc. 2000 Omnibus Equity Incentive
Plan |
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1,668,568 |
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$ |
2.30 |
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$ |
3,837,706 |
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$ |
353 |
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(1) |
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The securities to be registered include options and rights to acquire Common Stock. |
(2) |
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Calculated pursuant to General Instruction E to Form S-8. Pursuant to Rule 416, this registration statement also covers any additional securities that may be
offered or issued in connection with any stock split, stock dividend, recapitalization or any other similar transaction effected without the receipt of consideration, which results in an increase in the number of the Registrant’s outstanding
shares of Common Stock. |
(3) |
|
Estimated pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933 solely for the purposes of calculating the registration fee, based upon the
average of the high and low sales prices of a share of the Registrant’s Common Stock as reported on the Nasdaq National Market on July 10, 2002. |
The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.
INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S–8
General Instruction E Information
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities
for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.
Registrant’s Form S-8 Registration Statement filed with the Securities and Exchange Commission on October 27, 2000 (File No. 333-48726) and July 26, 2001 (File No. 333-65964) are hereby incorporated by reference.
PART II
Incorporation of Documents by Reference.
The following documents filed by the Registrant
with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K (File No. 0-30901) for the fiscal year ended December 31, 2001, filed with the Commission on March 29, 2002.
(b) The Registrant’s Quarterly Report on Form 10-Q (File No. 0-30901) for the quarter ended March 31,
2002, filed with the Commission on May 15, 2002.
(c) The Registrant’s Current
Report on Form 8-K (File No. 0-30901), filed with the Commission on June 28, 2002.
(d) The Registrant’s Current Report on Form 8-K (File No. 0-30901), filed with the Commission on March 22, 2002.
(e) The description of Registrant’s Capital Stock contained in Registrant’s registration statement on Form 8-A, filed June 27, 2000 (File No. 0-30901) pursuant to Section 12(g) of
the Exchange Act, including any amendment or report filed for the purpose of updating such description.
In
addition, all documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended, on or after the date of this Registration Statement prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement or in a document incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this
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Registration Statement or in any subsequently filed document that is deemed to be incorporated by reference in this Registration Statement
modifies or supersedes such statement.
Exhibits.
| Exhibit No.
|
|
Description
|
| 5.1 |
|
Opinion of Pillsbury Winthrop LLP |
| |
| 23.1 |
|
Consent of Ernst & Young LLP, Independent Auditors |
| |
| 23.2 |
|
Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1) |
| |
| 24.1 |
|
Power of Attorney (see page 4) |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Redwood City, State of California, on the 17th day of July, 2002.
| SUPPORTSOFT, INC. |
| |
| By: |
|
/s/ RADHA R.
BASU
|
| |
|
Radha R. Basu President and
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Radha
R. Basu and Brian M. Beattie, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all
amendments, to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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 on the dates indicated.
| Name
|
|
Title
|
|
Date
|
| |
| /s/ RADHA R.
BASU
Radha R. Basu |
|
President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
|
July 17, 2002 |
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| Name
|
|
Title
|
|
Date
|
| |
| /s/ BRIAN M.
BEATTIE
Brian M. Beattie |
|
Senior Vice President, Finance and Administration, Chief Financial Officer and Secretary (Principal Financial and
Accounting Officer) |
|
July 17, 2002 |
| |
| /s/ MANUEL F.
DIAZ
Manuel F. Diaz |
|
Director |
|
July 17, 2002 |
| |
| /s/ BRUCE GOLDEN
Bruce Golden |
|
Director |
|
July 17, 2002 |
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| /s/ CLAUDE M.
LEGLISE
Claude M. Leglise |
|
Director |
|
July 17, 2002 |
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| /s/ EDWARD S.
RUSSELL
Edward S. Russell |
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Director |
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July 17, 2002 |
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| /s/ ROGER J.
SIPPL
Roger J. Sippl |
|
Director |
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July 17, 2002 |
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| /s/ DICK
WILLIAMS
Dick Williams |
|
Director |
|
July 17, 2002 |
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INDEX TO EXHIBITS
| Exhibit No.
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|
Description
|
| 5.1 |
|
Opinion of Pillsbury Winthrop LLP |
| |
| 23.1 |
|
Consent of Ernst & Young LLP, Independent Auditors |
| |
| 23.2 |
|
Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1) |
| |
| 24.1 |
|
Power of Attorney (see page 4) |
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