As filed with the Securities and Exchange Commission on July 29, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
KEYNOTE SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | | 94-3226488 |
| (State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
Keynote Systems, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404
(Address of Principal Executive Offices, including Zip Code)
1999 Equity Incentive Plan
1999 Employee Stock Purchase Plan
(Full title of the plan)
John Flavio
Senior Vice President of Finance and Chief Financial Officer
Keynote Systems, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404
(650) 403-2400
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Jeffrey R. Vetter, Esq.
Cynthia E. Garabedian, Esq.
Fenwick & West LLP
801 California Street
Mountain View, California 94041
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | | Amount to be
Registered | | Proposed Maximum
Offering Price
Per Share | | Proposed Maximum
Aggregate
Offering Price | | Amount of
Registration
Fee |
|
Common stock, $0.001 par value per share | | 1,148,344(1) | | $10.54(3) | | $12,103,546(3) | | $ 979 |
|
Common stock, $0.001 par value per share | | 229,669(2) | | $ 8.96(3) | | $ 2,057,835(3) | | $ 167 |
|
Total | | 1,378,013 | | | | | | $1,146 |
| (1) | | Represents shares automatically reserved on January 1, 2003 for issuance upon exercise of options granted under the Registrant’s 1999 Equity Incentive Plan. Shares issuable upon exercise of the options granted under the Equity Incentive Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on September 24, 1999 (Registration No. 333-87791), November 13, 2001 (Registration No. 333-73244), and March 29, 2002 (Registration No. 333-85242). |
| (2) | | Represents shares automatically reserved on January 1, 2003 for issuance upon exercise of options granted under the Registrant’s 1999 Employee Stock Purchase Plan. Shares issuable upon exercise of the options granted under the Employee Stock Purchase Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on September 24, 1999 (Registration No. 333-87791), November 13, 2001 (Registration No. 333-73244) and March 29, 2002 (Registration No. 333-85242). |
| (3) | | Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act of 1933 and based upon the average of the high and low sales prices reported on the Nasdaq National Market on July 23, 2003. In the case of the Employee Stock Purchase Plan, this amount is multiplied by 85%, which is the percentage of the price per share applicable to purchases under the Employee Stock Purchase Plan. |
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This registration statement on Form S-8 registers an aggregate of 1,378,013 additional shares of common stock automatically reserved on January 1, 2003, for issuance upon exercise of stock options granted under the Registrant’s 1999 Equity Incentive Plan and 1999 Employee Stock Purchase Plan, pursuant to the terms of each such plan. This registration statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on September 24, 1999 (Registration No. 333-87791), November 13, 2001 (Registration No. 333-73244) and March 29, 2002 (Registration No. 333-85242).
Amendments to the 1999 Equity Incentive Plan and 1999 Employee Stock Purchase Plan were approved by the Registrant’s stockholders at its 2003 Annual Meeting of Stockholders to eliminate the automatic annual increase in the number of shares reserved for issuance under each such plan. As such, there will be no future automatic annual increases in the number of shares reserved for issuance pursuant to either such plans.
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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 San Mateo, State of California, on this 29th day of July, 2003.
| KEYNOTE SYSTEMS, INC. |
| |
| By: | | /s/ Umang Gupta
|
| | | Umang Gupta |
| | | Chairman of the Board and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Umang Gupta and John Flavio, and each of them acting individually, as his attorney-in-fact, each with full power of substitution, for him 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 herewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
| | Title
| | Date
|
| Principal Executive Officer: | | | | |
| | |
/s/ Umang Gupta
Umang Gupta | | Chairman of the Board and Chief Executive Officer | | July 29, 2003 |
| | |
| Principal Financial Officer: | | | | |
| | |
/s/ John Flavio
John Flavio | | Senior Vice President of Finance, Chief Financial Officer and Secretary | | July 29, 2003 |
| | |
| Principal Accounting Officer: | | | | |
| | |
/s/ Peter J. Maloney
Peter J. Maloney | | Vice President of Finance | | July 29, 2003 |
| | |
| Other Directors: | | | | |
| | |
/s/ David Cowan
David Cowan | | Director | | July 29, 2003 |
| | |
/s/ Stratton Sclavos
Stratton Sclavos | | Director | | July 29, 2003 |
| | |
/s/ Deborah Rieman
Deborah Rieman | | Director | | July 29, 2003 |
| | |
/s/ Mohan Gyani
Mohan Gyani | | Director | | July 29, 2003 |
| | |
/s/ Geoffrey Penney
Geoffrey Penney | | Director | | July 29, 2003 |
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EXHIBIT INDEX
Exhibit
Number
| | Exhibit Title
|
| |
| 4.01 | | Registrant’s 1999 Equity Incentive Plan. |
| |
| 4.02 | | Registrant’s 1999 Employee Stock Purchase Plan. |
| |
| 5.01 | | Opinion of Fenwick & West LLP. |
| |
| 23.01 | | Consent of Fenwick & West LLP (included in Exhibit 5.01). |
| |
| 23.02 | | Consent of KPMG LLP, Independent Auditors. |
| |
| 24.01 | | Power of Attorney (see page 3). |
