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As filed with the Securities and Exchange Commission on August 7, 2001
File No. 333-63148
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Pre-Effective Amendment No. 1
to
FORM SB-2/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TIMELINE, INC.
Name of Small Business Issuer in Its Charter
STATE OF WASHINGTON 7372 95-1590734
State or Jurisdiction of Primary Standard Industrial I.R.S. Employer Identification
Incorporation or Organization Classification Code Number Number
3055 - 112TH AVENUE N.E., SUITE 106 CHARLES R. OSENBAUGH, CHIEF EXECUTIVE OFFICER
BELLEVUE, WASHINGTON 98004 TIMELINE, INC.
(425) 822-3140 3055 - 112TH AVENUE N.E., SUITE 106
Address and Telephone Number of BELLEVUE, WASHINGTON 98004
Principal Executive Offices (425) 822-3140
Name, Address and Telephone Number of
Principal Place of Business and Agent for Service
Copies of all communications to the foregoing to be sent to:
TIMOTHY M. WOODLAND
CAIRNCROSS & HEMPELMANN, P.S.
524 SECOND AVENUE, SUITE 500
SEATTLE, WASHINGTON 98104
(206) 587-0700
Approximate date of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box:.................................... [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering:................................... [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: ......................................................... [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering .......................................................... [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box:.............................................................. [ ]
EXPLANATORY NOTE
This pre-effective amendment is being filed solely to (1) mark the exhibit index
to indicate that a portion of Exhibit 10.16 has been omitted pursuant to a
request for confidential treatment and (2) refile Exhibit 10.16 to include
appropriate legends that the omitted potion is subject to a confidential
treatment request and has been filed separately with the Commission.
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ITEM 27: EXHIBITS
Exhibit
Number Description
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3.1(1) Articles of Incorporation, as amended and in effect
3.2(1) Bylaws
4.1(1) Specimen Common Stock Certificate
5.1(9) Opinion of Cairncross & Hempelmann, P.S.
10.1.A(1) Amended and Restated 1993 Stock Option Plan
10.1.B(1) Form of Employee Stock Option Agreement
10.2(1) 1994 Stock Option Plan
10.3(1) Directors' Nonqualified Stock Option Plan
10.4(2) Employee Stock Ownership Plan
10.5(1) Common Stock Purchase Warrants issued in consideration of loans or loan guarantees:
10.5A(1) Warrant issued July 31, 1994 to Frederick W. Dean
10.5B(1) Warrant issued July 31, 1994 to Charles R. Osenbaugh
10.5C(1) Warrant issued July 31, 1994 to John W. Calahan
10.6(1) Form of Indemnification Agreement with directors and officers
10.7(1) Form of Employee (Confidentiality) Agreement
10.8(1) Form of License Agreement for Computer Application Software client/server)
10.9(1) Form of License Agreement for Computer Application Software (VAX-based)
10.10(1) Form of Basic Service for Software Agreement
10.11(9) Form of Distributorship Agreement
10.12(1) Solution Provider Agreement with Microsoft Corporation dated September 23, 1994
10.13A(4) Lease Agreement dated September 8, 1995, as amended, with G&W Investment Partners
10.13B(5) Amendment to Lease Agreement dated March 20, 1999, with G&W Investment Partners
10.13C(6) Amendment to Lease Agreement dated March 10, 2000 with MONY Life Insurance Company
10.14(3) Form of Consulting Partners Agreement
10.15(5) Patent License Agreement with Microsoft
10.16(**) Patent License Agreement with Oracle Corporation
10.17(7) Share Purchase Agreement, dated as of June 29, 2000, by and among Timeline, Inc. and
each of the other shareholders of Analyst Financials Limited.
10.18(8) Stock Purchase Agreement, dated as of December 4, 2000, by and among Timeline, Inc.
and Oralis.com, Inc.
10.19(9) Form of WorkWise Reseller Marketing Agreement
21.1(9) Subsidiaries of Timeline, Inc
23.1 Consent of Independent Public Accountants
23.2(9) Consent of Cairncross & Hempelmann, P.S. (included in Exhibit 5.1)
24.1(9) Power of Attorney
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(1) Incorporated herein by reference from Item 27 of Company's Registration
Statement on Form SB-2 filed on October 18, 1994.
(2) Incorporated herein by reference from the Company's Registration Statement
on Form S-8 filed on March 11, 1996.
(3) Incorporated herein by reference from Item 13 of Company's Form 10-KSB for
the year ended March 31, 1995.
(4) Incorporated herein by reference from Item 13 of Company's Form 10-KSB for
the year ended March 31, 1997.
(5) Incorporated herein by reference from Item 13 of Company's Form 10-KSB for
the year ended March 31, 1999.
(6) Incorporated herein by reference from Item 13 of Company's Form 10-KSB for
the year ended March 31, 2000.
(7) Incorporated herein by reference from Item 7 of the Company's Form 8-K
filed on August 2, 2000.
(8) Incorporated herein by reference from Item 7 of the Company's Form 8-K
filed on December 4, 2000, as amended by Form 8-K/A filed on February 20,
2001.
(9) Incorporated herein by reference from Item 27 of Company's Registration
Statement on Form SB-2 filed on June 15, 2001.
** A portion of Exhibit 10.16 has been omitted pursuant to a confidential
treatment request and has been filed separately with the Commission.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form SB-2 and has duly caused this Pre-Effective
Amendment No. 1 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bellevue, State of
Washington, on August 7, 2001.
TIMELINE, INC.
/s/ Charles R. Osenbaugh
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Charles R. Osenbaugh, Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 7, 2001.
/s/ Charles R. Osenbaugh
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Charles R. Osenbaugh
President, Chief Executive Officer,
Chief Financial Officer and Director
(principal executive officer,
principal financial and accounting
officer)
(**) /s/ Frederick W. Dean
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Frederick W. Dean
Director, Executive Vice President
(**) /s/ Donald K. Babcock
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Donald K. Babcock
Director
(**) /s/ Kent L. Johnson
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Kent L. Johnson
Director
(**) /s/ Terry Harvey
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Terry Harvey
Director
(**) Signed by Charles R. Osenbaugh as
Attorney in-fact
Pursuant to Power of Attorney
contained in the Company's Registration
Statement on Form SB-2 filed on June 15, 2001.