As filed with the Securities and Exchange Commission on February 9, 2001
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
BLUE MARTINI SOFTWARE, INC.
(Exact Name of Registrant As Specified in Its Charter)
---------------
Delaware 94-3319751
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2600 Campus Drive
San Mateo, California 94403
(650) 356-4000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
2000 Equity Incentive Plan
(Full Title of the Plan)
---------------
2000 Employee Stock Purchase Plan
(Full Title of the Plan)
---------------
2000 Non-Employee Directors' Stock Option Plan
(Full Title of the Plan)
---------------
Monte Zweben
Chairman, President and Chief Executive Officer
Blue Martini Software, Inc.
2600 Campus Drive
San Mateo, California 94403
(650) 356-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies To:
Mark P. Tanoury, Esq.
Cooley Godward llp
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
---------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Maximum Aggregate
Title of Securities Amount to Offering Price Offering Amount of
to be Registered be Registered(1) Per Share(2) Price(1) Registration Fee
- ---------------------------------------------------------------------------------------
Shares reserved for
future issuance
pursuant to outstanding
options under the 2000
Equity Incentive Plan
(the "2000 EIP")....... 10,378,225 $10.2188 $106,053,006 $26,513
- ---------------------------------------------------------------------------------------
Shares reserved for
future issuance
pursuant to the 2000
Employee Stock Purchase
Plan (the "2000
ESPP")................. 1,724,102 $ 8.6860 $ 14,975,550 $ 3,744
- ---------------------------------------------------------------------------------------
Shares reserved for
future issuance
pursuant to the 2000
Non-Employee Directors'
Stock Option Plan (the
"Directors' Plan")..... 172,410 $10.2188 $ 1,761,823 $ 440
- ---------------------------------------------------------------------------------------
Totals................ 12,274,737 -- $122,790,379 $30,697
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
(1) This Registration Statement shall cover any additional shares of Common
Stock which become issuable under the 2000 EIP, the 2000 ESPP or the
Directors' Plan by reason of any stock dividend, stock split,
recapitalization or any other similar transaction without receipt of
consideration which results in an increase in the number of shares of the
Registrant's outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee of
this offering pursuant to Rule 457(h) promulgated under the Securities Act
of 1933, as amended (the "Securities Act"). The offering price per share
and aggregate offering price are based on the average of the high and low
prices of the Registrant's Common Stock as reported on the Nasdaq Stock
Market on February 7, 2001, in accordance with Rule 457(c) of the
Securities Act.
---------------
This Registration Statement will become effective immediately upon filing
with the Securities and Exchange Commission. Sales of the registered securities
will begin as soon as reasonably practicable after the effective date of this
Registration Statement.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional (i) 10,378,225 shares of the Registrant's Common
Stock to be issued pursuant to the Registrant's 2000 Equity Incentive Plan,
(ii) 1,724,102 shares of the Registrant's Common Stock to be issued pursuant to
the Registrant's 2000 Employee Stock Purchase Plan and (iii) 172,410 shares of
the Registrant's Common Stock to be issued pursuant to the Registrant's 2000
Non-Employee Directors' Stock Option Plan.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
The contents of the Registration Statement on Form S-8 (No. 333-42388) are
incorporated by reference herein.
EXHIBITS
Exhibit
Number Description
------- -----------
Fourth Amended and Restated Certificate of Incorporation of the
3.1 Registrant.(1)
3.2 Amended and Restated Bylaws of the Registrant(2)
4.1 Specimen Stock Certificate.(3)
5.1 Opinion of Cooley Godward LLP.(2)
23.1 Consent of KPMG LLP.(2)
Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
23.2 Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1 2000 Equity Incentive Plan.(3)
99.2 2000 Non-employee Directors' Stock Option Plan.(3)
99.3 2000 Employee Stock Purchase Plan.(3)
- --------
(1) Incorporated by reference to the Registrant's Form 10-Q for the quarterly
period ended June 30, 2000.
(2) Filed herewith.
(3) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (No. 333-36062), as amended.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 February 9,
2001.
Blue Martini, Inc.
/s/ Monte Zweben
By:__________________________________
Monte Zweben
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Monte Zweben and John E. Calonico, Jr., and each
or any one of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Monte Zweben Chairman, President and February 9, 2001
______________________________________ Chief Executive Officer
Monte Zweben
(Principal Executive
Officer)
/s/ John E. Calonico, Jr. Vice President and Chief February 9, 2001
______________________________________ Financial Officer
John E. Calonico, Jr.
(Principal Financial and
Accounting Officer)
/s/ James C. Gaither Director February 9, 2001
______________________________________
James C. Gaither
/s/ A. Michael Spence Director February 9, 2001
______________________________________
A. Michael Spence
/s/ Andrew W. Verhalen Director February 9, 2001
______________________________________
Andrew W. Verhalen
3
Signature Title Date
--------- ----- ----
/s/ Edward H. Vick Director February 9, 2001
______________________________________
Edward H. Vick
/s/ William F. Zuendt Director February 9, 2001
______________________________________
William F. Zuendt
4
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
3.1 Fourth Amended and Restated Certificate of Incorporation of the
Registrant.(1)
3.2 Amended and Restated Bylaws of the Registrant(2)
4.1 Specimen Stock Certificate.(3)
5.1 Opinion of Cooley Godward LLP.(2)
23.1 Consent of KPMG LLP.(2)
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1 2000 Equity Incentive Plan.(3)
99.2 2000 Non-employee Directors' Stock Option Plan.(3)
99.3 2000 Employee Stock Purchase Plan.(3)
- --------
(1) Incorporated by reference to the Registrant's Form 10-Q for the quarterly
period ended June 30, 2000.
(2) Filed herewith.
(3) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (No. 333-36062), as amended.