As filed with the Securities and Exchange Commission on August 2, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
EXE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 75-1719817 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
8787 Stemmons Freeway, Dallas, Texas | 75247 | |
| (Address of Principal Executive Offices) | (Zip Code) |
AMENDED AND RESTATED
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the Plan)
Raymond R. Hood
Chief Executive Officer
EXE Technologies, Inc.
8787 Stemmons Freeway
Dallas, Texas 75247
(Name and address of agent for service)
(214) 775-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered | Number of Shares to be Registered | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee | ||||
| Common Stock $.01 par value | 300,000 | $1.04(1) | $312,000 | $29.00 | ||||
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-55324, filed with the Securities and Exchange Commission on February 9, 2001 by EXE Technologies, Inc. (the "Registrant"), relating to the Registrant's Stock Option Plan for Non-Employee Directors.
Pursuant to the requirements of the Securities Act, 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 Dallas, Texas, on the 2nd day of August, 2002.
| EXE TECHNOLOGIES, INC. | ||||
By: | /s/ RAYMOND R. HOOD Raymond R. Hood Chief Executive Officer | |||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of EXE Technologies, Inc. hereby severally constitute and appoint Raymond R. Hood and Kenneth R. Vines, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable EXE Technologies, Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
|---|---|---|---|---|
| /s/ RAYMOND R. HOOD Raymond R. Hood | Chief Executive Officer and Chairman of the Board of Directors (principal executive officer) | August 2, 2002 | ||
/s/ KENNETH R. VINES Kenneth R. Vines | Senior Vice President and Chief Financial Officer (principal financial and accounting officer) | August 2, 2002 | ||
/s/ JEFFREY R. RODEK Jeffrey R. Rodek | Director | August 2, 2002 | ||
/s/ JAY C. HOAG Jay C. Hoag | Director | August 2, 2002 | ||
/s/ WILLIAM J. LANSING William J. Lansing | Director | July 20, 2002 | ||
/s/ KLAUS P. BESIER Klaus P. Besier | Director | July 22, 2002 | ||
/s/ GREGORY A. BRADY Gregory A. Brady | Director | July 20, 2002 | ||
/s/ STEVEN A. DENNING Steven A. Denning | Director | July 22, 2002 |
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| Exhibit No. | Description | |
|---|---|---|
| 4.1 | Second Amended and Restated Certificate of Incorporation of the Registrant (Incorporated herein by reference to Exhibit 3.1b to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2000). | |
4.2 | Second Amended and Restated By-Laws of the Registrant (Incorporated herein by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2001). | |
5.1 | Opinion of Hale and Dorr LLP. | |
23.1 | Consent of Hale and Dorr LLP (included in Exhibit 5.1). | |
23.2 | Consent of Ernst & Young LLP. | |
24.1 | Power of Attorney (Included on Signature Page) |
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