As filed with the Securities and Exchange Commission on November 19, 2003
Registration No. 333-104814
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
Under
THESECURITIES ACT OF 1933
INTERWOVEN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 77-0523543 | |
(State or Other Jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
803 11th Avenue
Sunnyvale, California 94089
(Address of Principal Executive Offices)
1999 Employee Stock Purchase Plan
(Full Title of the Plans)
David M. Allen
Senior Vice President and Chief Financial Officer
Interwoven, Inc.
803 11th Avenue
Sunnyvale, California 94089
(408) 774-2000
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Horace L. Nash, Esq. William L. Hughes, Esq. |
Fenwick & West LLP 801 California Street Mountain View, California 94041 |
INTERWOVEN, INC.
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
The sole purpose of this post-effective amendment is to add Exhibit 23.03 and amend and restate Item 8 to show the inclusion of Exhibit 23.03. All items have been omitted herefrom other than the facing page, Item 8, the signature page, the exhibit index and Exhibit 23.03.
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Item 8. | Exhibits |
Exhibit Number | Exhibit Description | |
4.01 | Interwoven, Inc. 1999 Employee Stock Purchase Plan (incorporated by Reference from Exhibit 4.03 to Registrant’s Registration Statement on Form S-8, Registration No. 333-54250, filed with the Commission on January 24, 2001). | |
4.02 | Forms of Enrollment Form, Subscription Agreement, Notice of Withdrawal and Notice of Suspension related to the 1999 Employee Stock Purchase Plan (incorporated by Reference from Exhibit 10.05 to Registrant’s Registration Statement on Form S-1, Registration No. 333-83779, filed with the Commission on July 27, 1999). | |
4.03 | Registrant’s Third Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on October 14, 1999 (incorporated by reference from Exhibit 3.03 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-92943, filed with the Commission on December 17, 1999). | |
4.04 | Certificate of Amendment of the Registrant’s Third Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on December 12, 2000 (incorporated by reference from Exhibit 3.03 to the Registrant’s Registration Statement on Form S-3, Registration No. 333-50566, filed with the Commission on November 22, 2000). | |
4.05 | Registrant’s Amended and Restated Bylaws, as amended (incorporated by reference from Exhibit 3.03 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on June 20, 2001). | |
4.06 | Form of Certificate for Registrant’s common stock (incorporated by reference from Exhibit 4.01 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-83779, filed with the Commission on July 27, 1999). | |
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. † | |
23.03 | Consent of PricewaterhouseCoopers LLP, independent accountants. | |
24.01 | Power of Attorney (see page 5).† |
† Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sunnyvale, State of California, on this 19th day of November, 2003.
INTERWOVEN, INC. | ||
By: | /s/ David M. Allen | |
David M. Allen Senior Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act, 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.
Signature | Title | Date | ||
Principal Executive Officer: | ||||
* | Chairman, President and Chief Executive Officer | November 19, 2003 | ||
Martin W. Brauns | ||||
Principal Financial and Principal Accounting Officer: | ||||
/s/ DAVID M. ALLEN | Senior Vice President and Chief Financial Officer | November 19, 2003 | ||
David M. Allen | ||||
Additional Directors: | ||||
* | Director | November 19, 2003 | ||
Ronald E.F. Codd | ||||
| Director | November 19, 2003 | ||
Bob L. Corey | ||||
* | Director | November 19, 2003 | ||
Frank J. Fanzilli, Jr. | ||||
* | Director | November 19, 2003 | ||
Kathryn C. Gould | ||||
| Director | November 19, 2003 | ||
Mahmood M. Panjwani | ||||
* | Director | November 19, 2003 | ||
Anthony Zingale |
*By: | /s/ David M. Allen | November 19, 2003 | ||||
David M. Allen Attorney-In-Fact |
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Exhibit Index
Exhibit Number | Exhibit Description | |
23.03 | Consent of PricewaterhouseCoopers LLP, independent accountants. |