As filed with the Securities and Exchange Commission on November 19, 2003
Registration No. 333-106819
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES 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)
Stock options granted by MediaBin, Inc. under its
1994 Amended and Restated Stock Option Plan, as amended,
and assumed by Interwoven, Inc.
Stock options granted by MediaBin, Inc. under its 2001 Stock Option Plan, as amended,
and assumed by Interwoven, Inc.
(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
REMOVAL OF SHARES FROM REGISTRATION
This post-effective amendment removes from registration the offer and sale of 1,409,117 shares of the Registrant’s common stock, par value $0.001 per share, which amounts to 352,279 shares as adjusted for the one-for-four reverse stock split which was effective as of the close of trading on The NASDAQ National Market on November 18, 2003. Pursuant to Interpretation No. 89 of Section G of the Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (July 1997), the Registrant intends to credit the shares hereby removed from registration, and the associated filing fee, toward a registration statement on Form S-8 filed contemporaneously herewith.
EXPLANATORY NOTE
In addition to the removal of shares from registration described above, the 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 | Incorporated by Reference | ||||||||
Form | Exhibit | Filing Date | Herewith | |||||||
4.01 | MediaBin, Inc. 1994 Amended and Restated Stock Option Plan, as amended, and related forms of stock option and option exercise agreements.* | 10-12G | 10.5 | 4/24/98 | ||||||
4.02 | MediaBin, Inc. 2001 Stock Option Plan, as amended, and related forms of stock option and option exercise agreements.** | 10-K405 | 10.7 | 4/1/02 | ||||||
4.03 | Third Amended and Restated Certificate of Incorporation. | S-1 | 3.03 | 12/17/99 | ||||||
4.04 | Certificate of Amendment to Third Amended and Restated Certificate of Incorporation. | S-3 | 3.03 | 11/22/00 | ||||||
4.05 | Amended and Restated Bylaws. | 10-K | 3.03 | 6/20/01 | ||||||
4.06 | Form of Certificate for Registrant’s common stock. | S-1 | 4.01 | 7/27/99 | ||||||
5.01 | Opinion of Fenwick & West LLP regarding the legality of the shares being registered. † | X | ||||||||
23.01 | Consent of Fenwick & West LLP (included in Exhibit 5.01). † | X | ||||||||
23.02 | Consent of KMPG LLP, Independent Auditors. † | X | ||||||||
23.03 | Consent of PricewaterhouseCoopers LLP, Independent Accountants. | X | ||||||||
24.01 | Power of Attorney (see page 5). † | X |
* | Incorporated by reference from Exhibit 10.5 to MediaBin, Inc.’s Registration Statement on 10-12G filed on April 24, 1998. |
** | Incorporated by reference from Exhibit 10.7 to MediaBin, Inc.’s Annual Report on Form 10-K405 filed on on April 1, 2002. |
† | 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: | ||||
* Martin W. Brauns | Chairman, President and Chief Executive Officer | November 19, 2003 | ||
Principal Financial and Principal Accounting Officer: | ||||
/s/ DAVID M. ALLEN David M. Allen | Senior Vice President and Chief Financial Officer | November 19, 2003 | ||
Additional Directors: | ||||
* Ronald E.F. Codd | Director | November 19, 2003 | ||
Bob L. Corey | Director | |||
* Frank J. Fanzilli, Jr. | Director | November 19, 2003 | ||
* Kathryn C. Gould | Director | November 19, 2003 | ||
Mahmood M. Panjwani | Director | |||
* Anthony Zingale | Director | November 19, 2003 | ||
*By: /s/ David M. Allen David M. Allen Attorney-In-Fact | November 19, 2003 |
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Exhibit Index
Exhibit Number | Exhibit Description | |
23.03 | Consent of PricewaterhouseCoopers LLP, Independent Accountants. |