As filed with the Securities and Exchange Commission on February 15, 2002
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
____________
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 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:
Eric C. Jensen, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
____________
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.
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered (1) Share (2) Price (1) Registration Fee
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Shares reserved for future issuance 10,725,357 $1.7150 $18,393,987 $1,692
pursuant to outstanding options under
the 2000 Equity Incentive Plan (the
"2000 EIP")
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Shares reserved for future issuance 1,710,354 $1.4578 $ 2,493,269 $ 229
pursuant to the 2000 Employee Stock
Purchase Plan (the "2000 ESPP")
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Shares reserved for future issuance 171,035 $1.7150 $ 293,325 $ 27
pursuant to the 2000 Non-Employee
Directors' Stock Option Plan (the
"Directors' Plan")
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Totals 12,606,746 -- $21,180,581 $1,949
============================================================================================================================
(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
11, 2002, in accordance with Rule 457(c) of the Securities Act.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional (i) 10,725,357 shares of the Registrant's Common Stock
to be issued pursuant to the Registrant's 2000 Equity Incentive Plan, (ii)
1,710,354 shares of the Registrant's Common Stock to be issued pursuant to the
Registrant's 2000 Employee Stock Purchase Plan and (iii) 171,035 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 Statements on Form S-8 relating to the
2000 Equity Incentive Plan, 2000 Employee Stock Purchase Plan, and 2000
Non-Employee Directors' Stock Option Plan (File Nos. 333-42388 and 333-55374)
are incorporated by reference herein.
EXHIBITS
Exhibit Description
Number
3.1 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./4/
23.1 Consent of KPMG LLP./4/
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/
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/1/ Incorporated by reference to the Registrant's Form 10-Q for the six-month
period ended June 30, 2000.
/2/ Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (No. 333-55374).
/3/ Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (No. 333-36062), as amended.
/4/ Filed herewith.
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 15, 2002.
Blue Martini Software, Inc.
By: /s/ Monte Zweben
-----------------------------
Monte Zweben
Chairman 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 Robert E. Cell, 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 and Chief Executive Officer February 15, 2002
- --------------------------- (Principal Executive Officer)
Monte Zweben
/s/ Robert E. Cell Chief Financial Officer February 15, 2002
- --------------------------- (Principal Financial and Accounting Officer)
Robert E. Cell
/s/ Andrew W. Verhalen Director February 15, 2002
- ---------------------------
Andrew W. Verhalen
Director
- ---------------------------
Edward H. Vick
/s/ William F. Zuendt Director February 15, 2002
- ---------------------------
William F. Zuendt
EXHIBIT INDEX
Exhibit Description
Number
3.1 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./4/
23.1 Consent of KPMG LLP./4/
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/
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/1/ Incorporated by reference to the Registrant's Form 10-Q for the six-month
period ended June 30, 2000.
/2/ Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (No. 333-55374).
/3/ Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (No. 333-36062), as amended.
/4/ Filed herewith.