As filed with the Securities and Exchange Commission on March 29, 2002
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
KEYNOTE SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-3226488
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
Keynote Systems, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404
(Address of Principal Executive Offices, including Zip Code)
1999 Equity Incentive Plan
1999 Employee Stock Purchase Plan
(Full title of the plan)
John Flavio
Senior Vice President of Finance and Chief Financial Officer
Keynote Systems, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404
(650) 522-1000
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Jeffrey R. Vetter, Esq.
Cynthia E. Garabedian, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
to be Offering Price Per Aggregate Offering Registration
Title of Securities to be Registered Registered Share Price Fee
- --------------------------------------------------------------------------------------------------------------------
Common stock, $0.001 par value per share 1,395,169 (1) $9.25 (3) $12,905,314 (3) $1,188
- --------------------------------------------------------------------------------------------------------------------
Common stock, $0.001 par value per share 279,034 (2) $7.87 (3) $ 2,195,998 (3) $ 203
- --------------------------------------------------------------------------------------------------------------------
Total 1,674,203 $1,391
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(1) Represents shares automatically reserved on January 1, 2002 for issuance
upon exercise of options granted under the Registrant's 1999 Equity
Incentive Plan. Shares issuable upon exercise of the options granted under
the Equity Incentive Plan were previously registered on registration
statements on Form S-8 filed with the Securities and Exchange Commission on
September 24, 1999 (Registration No. 333-87791) and November 13, 2001
(Registration No. 333-73244).
(2) Represents shares automatically reserved on January 1, 2002 for issuance
upon exercise of options granted under the Registrant's 1999 Employee Stock
Purchase Plan. Shares issuable upon exercise of the options granted under
the Employee Stock Purchase Plan were previously registered on registration
statements on Form S-8 filed with the Securities and Exchange Commission on
September 24, 1999 (Registration No. 333-87791) and November 13, 2001
(Registration No. 333-73244).
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933 and
based upon the average of the high and low sales prices reported on the
Nasdaq National Market on March 22, 2002. In the case of the Employee Stock
Purchase Plan, this amount is multiplied by 85%, which is the percentage of
the price per share applicable to purchases under the Employee Stock
Purchase Plan.
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This registration statement on Form S-8 registers an aggregate of 1,674,203
additional shares of common stock automatically reserved for issuance upon
exercise of stock options granted under the Registrant's 1999 Equity Incentive
Plan and 1999 Employee Stock Purchase Plan, pursuant to the terms of each such
plan. This registration statement on Form S-8 hereby incorporates by reference
the contents of the Registrant's registration statements on Form S-8 filed with
the Securities and Exchange Commission on September 24, 1999 (Registration No.
333-87791) and November 13, 2001 (Registration No. 333-73244).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 this 29th day of
March, 2002.
KEYNOTE SYSTEMS, INC.
By: /s/ Umang Gupta
-----------------------------------
Umang Gupta
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Umang Gupta and John Flavio, and
each of them acting individually, as his attorney-in-fact, each with full power
of substitution, for him in any and all capacities, to sign any and all
amendments to this registration statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection herewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or any substitute, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
--------- ----- ----
Principal Executive Officer:
/s/ Umang Gupta
- -------------------------------- Chairman of the Board and March 29, 2002
Umang Gupta Chief Executive Officer
Principal Financial and Accounting
Officer:
/s/ John Flavio
- -------------------------------- Senior Vice President of Finance, March 29, 2002
John Flavio Chief Financial Officer and Secretary
Other Directors:
/s/ David Cowan
- -------------------------------- Director March 29, 2002
David Cowan
/s/ Mark Leslie
- -------------------------------- Director March 29, 2002
Mark Leslie
2
/s/ Stratton Sclavos
- ------------------------------------ Director March 29, 2002
Stratton Sclavos
/s/ Leo Hindery, Jr.
- ------------------------------------ Director March 29, 2002
Leo Hindery, Jr.
/s/ Deborah Rieman
- ------------------------------------ Director March 29, 2002
Deborah Rieman
/s/ Mohan Gyani
- ------------------------------------ Director March 29, 2002
Mohan Gyani
3
EXHIBIT INDEX
Exhibit
Number Exhibit Title
------ --------------------------------------------------------
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Independent Auditors' Consent.
24.01 Power of Attorney (see page 2).