1
As filed with the Securities and Exchange Commission on March 5, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EXTENSITY, INC.
(Exact name of registrant as specified in its charter)
Delaware 68-0368868
(State of Incorporation) (I.R.S. Employer Identification No.)
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2200 POWELL STREET, SUITE 300
EMERYVILLE, CA 94608
(510) 594-5700
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(Address of principal executive offices)
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2000 EMPLOYEE STOCK PURCHASE PLAN
2000 NONSTATUTORY STOCK OPTION PLAN
1996 STOCK OPTION PLAN
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(Full title of the plans)
ROBERT A. SPINNER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EXTENSITY, INC.
2200 POWELL STREET, SUITE 300
EMERYVILLE, CA 94608
(510) 594-5700
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
JAMES F. FULTON, JR., ESQ.
COOLEY GODWARD LLP
5 PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
Stock Options and Common
Stock (par value $.001) 1,927,971 shares $6.82 - $8.78 $15,712,261.70 $3,928.07
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and aggregate
offering price are based upon: (a) for shares issuable under the Company's
2000 Employee Stock Purchase Plan, 85% of the average high and low price of
Registrant's Common Stock on February 28, 2001, as reported on the Nasdaq
National Market; (b) for shares issuable pursuant to outstanding options
under the Company's 2000 Nonstatutory Stock Option Plan, the exercise price
of such shares; or (c) for shares issuable pursuant to unissued options
under the 2000 Nonstatutory Stock Option Plan and the 1996 Stock Option
Plan, the average of the high and low prices of Registrant's Common Stock
on February 28, 2001, as reported on the Nasdaq National Market. The chart
below details the calculation of the registration fee.
(2) Pursuant to Rule 416(a), this Registration Statement shall also cover any
additional shares of the Registrant's Common Stock that becomes issuable
under the plans by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration that increases the number of the Registrant's outstanding
shares of Common Stock.
CALCULATION OF REGISTRATION FEE
TITLE OF SHARES NUMBER OF SHARES OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE
--------------------------------- ---------------- ------------------------ ------------------------
Common Stock issuable pursuant to 362,174 $7.46 $2,701,818.04
the Extensity, Inc. 2000 Employee
Stock Purchase Plan
Common Stock issuable pursuant to 376,150 $6.82 $2,565,343.00
the outstanding options under the
2000 Nonstatutory Stock Option Plan
Common Stock issuable pursuant to 223,850 $8.78 $1,965,403.00
the unissued options under the
2000 Nonstatutory Stock Option Plan
Common Stock issuable pursuant to 965,797 $8.78 $8,479,697.66
unissued options under the 1996
Stock Option Plan
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
2.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NO. 333-36336 AND NO. 333-45748
The contents of Registration Statement on Form S-8 No. 333-36336 filed
with the Securities and Exchange Commission on May 5, 2000 and Registration
Statement on Form S-8 No. 333-45748 filed with the Securities and Exchange
Commission on September 13, 2000 are incorporated by reference herein.
EXHIBITS
EXHIBIT
NUMBER
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4.1 (1) Amended and Restated Certificate of Incorporation of Registrant.
4.2 (1) Bylaws of Registrant.
4.3 (1) Registrant's 1996 Stock Option Plan, as amended.
4.4 (1) Registrant's 2000 Employee Stock Purchase Plan.
4.5 (2) Registrant's 2000 Nonstatutory Stock Option Plan.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterHouse Coopers LLP (Independent Auditors).
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature page.
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(1) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-90979),
as amended, declared effective by the Securities and Exchange Commission on
January 26, 2000.
(2) Filed as an exhibit to the Form S-8 Registration Statement (No. 333-45748)
and incorporated herein by reference.
3.
4
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Emeryville, State of California, on March 5,
2001.
EXTENSITY, INC.
By: /s/ Robert A. Spinner
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Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert A. Spinner and Kenneth R. Hahn,
and each or any one of them, his true and lawful attorney-in-fact and agent,
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
(including post-effective amendments) to this Registration Statement, and to
file the same, with all 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 in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
4.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Robert A. Spinner President and Chief Executive March 5, 2001
--------------------------------- Office and Director (Principal
ROBERT A. SPINNER Executive Officer)
/s/ Kenneth R. Hahn Chief Financial Officer (Principal March 5, 2001
--------------------------------- Financial Officer)
KENNETH R. HAHN
/s/ Sharam I. Sasson Chairman of the Board of Directors March 5, 2001
--------------------------------- and Founder
SHARAM I. SASSON
/s/ John R. Hummer Director March 5, 2001
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JOHN R. HUMMER
/s/ Ted E. Schlein Director March 5, 2001
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TED E. SCHLEIN
/s/ Christopher D. Brennan Director March 5, 2001
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CHRISTOPHER D. BRENNAN
/s/ Maynard G. Webb Director March 5, 2001
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MAYNARD G. WEBB
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EXHIBIT INDEX
EXHIBIT
NUMBER
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4.1 (1) Amended and Restated Certificate of Incorporation of Registrant.
4.2 (1) Bylaws of Registrant.
4.3 (1) Registrant's 1996 Stock Option Plan, as amended.
4.4 (1) Registrant's 2000 Employee Stock Purchase Plan.
4.5 (2) Registrant's 2000 Nonstatutory Stock Option Plan.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterHouse Coopers LLP (Independent Auditors).
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature page.
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(1) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-90979),
as amended, declared effective by the Securities and Exchange Commission on
January 26, 2000.
(2) Filed as an exhibit to the Form S-8 Registration Statement (No. 333-45748)
and incorporated herein by reference.
6.