As filed with the Securities and Exchange Commission
on July 24, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PERITUS SOFTWARE SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS
(State or Other Jurisdiction of Incorporation or Organization)
04-3126919
(I.R.S. Employer Identification No.)
2 FEDERAL STREET, BILLERICA, MASSACHUSETTS 01821-3540
(Address of Principal Executive Offices) (Zip Code)
1997 STOCK INCENTIVE PLAN
(Full Title of the Plan)
ALLEN K. DEARY
PERITUS SOFTWARE SERVICES, INC.
2 FEDERAL STREET
BILLERICA, MASSACHUSETTS 01821-3540
(Name and Address of Agent for Service)
(978) 670-0800
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED OFFERING AGGREGATE FEE
REGISTERED PRICE PER OFFERING
SHARE PRICE
- --------------------------------------------------------------------------------
Common Stock,
$.01 par value 2,000,000 $6.125(1) $12,250,000(1) $3,613.75
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(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low sale prices of the Common Stock
on the Nasdaq National Market on July 22, 1998 in accordance with Rules
457(c) and 457(h) of the Securities Act of 1933, as amended.
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STATEMENT OF INCORPORATION BY REFERENCE
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This Registration Statement on Form S-8 incorporates by reference the
contents of (i) PART I and (ii) Items 3, 4, 5, 6, 7 and 9 of PART II of the
Registration Statement on Form S-8, File No. 333-38659, filed by the Registrant
on October 24, 1997 relating to the Registrant's 1997 Stock Incentive Plan.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
--------
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (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 the Town of Billerica, Commonwealth
of Massachusetts, on this 22 day of July, 1998.
PERITUS SOFTWARE SERVICES, INC.
By: /s/ Allen K. Deary
---------------------------------------
Allen K. Deary
Vice President, Finance and
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Peritus Software Services,
Inc., hereby severally constitute Dominic K. Chan, Douglas A. Catalano, Allen K.
Deary and Peter B. Tarr, 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 behalf in our
capacities as officers and directors to enable Peritus Software Services, 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.
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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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Dominic K. Chan Chairman of the Board July 22, 1998
- -------------------------------- of Directors and Chief
Dominic K. Chan Technology Officer
/s/ Douglas A. Catalano President, Chief July 22, 1998
- -------------------------------- Executive Officer and
Douglas A. Catalano Director (Principal
Executive Officer)
/s/ Allen K. Deary Vice President, July 22, 1998
- -------------------------------- Finance,
Allen K. Deary Chief Financial Officer
and Director (Principal
Financial Officer)
/s/ John E. MacPhee Director of Finance and July 22, 1998
- -------------------------------- Treasurer (Principal
John E. MacPhee Accounting Officer)
Director July __, 1998
- --------------------------------
Arthur Carr
/s/ W. Michael Humphreys Director July 22, 1998
- --------------------------------
W. Michael Humphreys
Director July __, 1998
- --------------------------------
Axel Leblois
/s/ Henry F. McCance Director July 22, 1998
- --------------------------------
Henry F. McCance
/s/ Roland Pampel Director July 22, 1998
- --------------------------------
Roland Pampel
/s/ William W. Verity Director July 22, 1998
- --------------------------------
William W. Verity
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EXHIBIT INDEX
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Exhibit
Number Description
- -------- -------------------------------------------------------
4/(1)/ Specimen Certificate for shares of Common Stock, $.01
par value per share, of the Registrant
5 Opinion of Hale and Dorr LLP
10 1997 Stock Incentive Plan, as amended
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of Pricewaterhouse Coopers LLP
23.3 Consent of Ernst & Young LLP
24 Power of Attorney (included on the signature page of
this Registration Statement)
- -------------------
/1/ Incorporated herein by reference to the Registrant's Registration
Statement on Form S-1 (Commission File No. 333-27087).
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