AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2000
REGISTRATION NO. 333-31878
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CLEARCOMMERCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7372 74-2760053
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
CLEARCOMMERCE CORPORATION
11500 METRIC BOULEVARD, SUITE 300
AUSTIN, TEXAS 78758
(512) 832-0132
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MICHAEL S. GRAJEDA
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CLEARCOMMERCE CORPORATION
11500 METRIC BOULEVARD, SUITE 300
AUSTIN, TEXAS 78758
(512) 832-0132
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
PAUL R. TOBIAS PAUL E. HURDLOW, P.C.
DANA FALLON P. STEVEN HACKER
ALAN D. BICKERSTAFF JOHN J. GILLULY III
JOHN B. SARTAIN, JR. ARIANE A. CHAN
WILSON SONSINI GOODRICH & ROSATI GRAY CARY WARE & FREIDENRICH LLP
PROFESSIONAL CORPORATION 100 CONGRESS AVENUE, SUITE 1440
8911 CAPITAL OF TEXAS HIGHWAY NORTH, AUSTIN, TEXAS 78701
SUITE 3350 (512) 457-7000
AUSTIN, TEXAS 78759
(512) 338-5400
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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,
check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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, please 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. [_]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING PRICE AMOUNT OF
SECURITIES TO BE REGISTERED (1)(2) REGISTRATION FEE(3)
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Common Stock $0.001 par value
.............................. $57,500,000 $15,180
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(1) Includes dollar amount that the underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) promulgated under the Securities
Act of 1933, as amended.
(3) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
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EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registration Statement is solely
to file Exhibits 10.6, 10.6.1, 10.6.2, 10.7, 10.7.1, 10.7.2 and 10.7.3 to the
Registration Statement, as set forth below in Item 16(a) of Part II.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by ClearCommerce in connection
with the sale of common stock being registered. All amounts are estimates
except the SEC registration fee and the NASD filing fee.
SEC registration fee.......................................... $ 15,180
NASD filing fee............................................... 6,250
Nasdaq National Market listing fee............................ 95,000
Printing and engraving costs.................................. 175,000
Legal fees and expenses....................................... 350,000
Accounting fees and expenses.................................. 320,000
Blue sky fees and expenses.................................... 5,000
Transfer agent and registrar fees............................. 10,000
Miscellaneous expenses........................................ 23,570
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Total....................................................... $1,000,000
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits a corporation to
include in its charter documents, and in agreements between the corporation and
its directors and officers, provisions expanding the scope of indemnification
beyond that specifically provided by the current law. Articles Nine and Ten of
the Registrant's Third Amended and Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law. The Registrant has entered into indemnification agreements
with its directors and executive officers, in addition to indemnification
provided for in the Registrant's Third Amended and Restated Certificate of
Incorporation, and intends to enter into indemnification agreements with any
new directors and executive officers in the future.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, the Registrant has issued unregistered
securities to a limited number of persons, as described below. None of these
transactions involved any underwriters, underwriting discounts or commissions,
or any public offering, and the Registrant believes that each transaction was
exempt from the registration requirements of the Securities Act by virtue of
Section 4(2) thereof, Regulation D promulgated thereunder or Rule 701 pursuant
to compensatory benefit plans and contracts relating to compensation as
provided under such Rule 701. The recipients of securities in each such
transaction represented their intention to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof, and appropriate legends were affixed to the share
certificates and instruments issued in such transactions. All recipients had
adequate access, through their relationships with the Registrant, to
information about the Registrant.
(a) On September 21, 1995, we issued 1,299,500 (giving effect to a 1,299.83-
for-1 stock split) shares of common stock at $0.01 per share to initially
capitalize the Registrant for an aggregate purchase price of $10.00.
(b) On May 22, 1997, we issued 501,607 (giving effect to a 1,299.83-for-1
stock split) shares of common stock at $0.01 per share for an aggregate
purchase price of $3.86.
(c) On February 1, 1997, in partial satisfaction of a consulting fee we
issued a warrant to a consultant for 20,300 shares of our common stock
exercisable at $0.01 per share, for an aggregate purchase price of $203.00.
(d) On June 2 and August 25, 1997, we issued convertible promissory notes
totaling $250,000 in connection with bridge financings to one private investor.
These notes were converted into shares of our Series A preferred stock on
September 15, 1997.
II-1
(e) On September 15, 1997, we issued 789,523 shares of common stock at $0.01
per share to our founders and certain officers, for an aggregate purchase price
of $7,895.23.
(f) Prior to our Series A Preferred Stock financing in September 1997, two
of our officers had loaned us $191,196.50, of which $40,000 was repaid, and the
remainder converted into shares of our Series A preferred stock on September
15, 1997.
(g) On September 15, 1997 and December 1, 1997, we issued 3,147,830 shares
of Series A preferred stock to a group of private investors at $1.07 per share
for an aggregate purchase price of $3,368,178.10 including conversion of debt.
(h) On November 25, 1998, we entered into a Loan and Warrant Purchase
Agreement under which we issued convertible promissory notes in a bridge
financing totaling $2,000,000 to four private investors and two employees.
These notes were converted into shares of our Series B Preferred Stock on
January 8, 1999. In connection with this bridge financing, we also issued
warrants to purchase 125,228 shares of our Series B Preferred Stock at a
purchase price of $2.46 per share, for an aggregate purchase price of
$308,060.88.
(i) In 1998, we issued 196,490 shares of common stock to employees or other
service providers at $0.107 per share upon the exercise of stock options issued
under our 1997 Stock Plan for an aggregate purchase price of $21,024.43.
(j) On January 8, 1999 and April 6, 1999, we issued 4,706,196 shares of
Series B preferred stock to a group of private investors at $2.46 per share for
an aggregate purchase price of $11,577,242.16.
(k) On July 20, 1999, in connection with the execution of a credit agreement
we issued a warrant to Imperial Bank to purchase 5,000 shares of our Series B
preferred stock at a purchase price of $3.69 per share, for an aggregate
purchase price of $18,450.
(l) On September 27, 1999, we entered into a Loan Agreement, which was
subsequently amended and restated as an Amended and Restated Loan and Warrant
Purchase Agreement on November 29, 1999, under which we issued promissory notes
in a bridge financing totaling $3,999,108.95. These notes were converted into
shares of our Series C preferred stock on December 31, 1999. In connection with
this bridge financing, we also issued warrants to purchase 141,303 shares of
our Series C preferred stock at a purchase price of $7.07 per share, for an
aggregate consideration of $999,012.21.
(m) On December 31, 1999, January 21, 2000, and February 4, 2000, we issued
4,243,267 shares of Series C preferred stock at $7.07 per share for an
aggregate purchase price of $29,999,897.69 including conversion of debt.
(n) In 1999, we issued approximately 1,132,535 shares of our common stock to
employees or other service providers at a range of $0.107 to $5.00 per share
upon the exercise of stock options issued under our 1997 Stock Plan, for our
approximate aggregate purchase price of $285,398.82.
(o) On February 4, 2000, we issued a warrant to Hewlett-Packard to purchase
555,183 shares of our common stock at a purchase price of $7.07 per share, for
an aggregate purchase price of $3,925,143.81.
(p) On February 28, 2000, in connection with a release of collateral under
our credit agreement, we issued a warrant to Imperial Bank to purchase 14,144
shares of our Series C preferred stock at a purchase price of $7.07 per share,
for an aggregate purchase price of $99,998.08.
(q) On March 6, 2000, we issued a warrant to Hewlett-Packard to purchase
125,000 shares of our common stock for an exercise price of $5.00 per share,
for an aggregate purchase price of $625,000.
(r) Between December 31, 1999 and March 7, 2000, we issued 80,179 shares of
our common stock to our employees or other service providers at a range of
$.107 to $5.00 per share upon the exercise of stock options issued under our
1997 Stock Plan, for our approximate aggregate purchase price of $138,319.94.
II-2
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
1.1* Form of Underwriting Agreement.
3.1.1** Third Amended and Restated Certificate of Incorporation of
ClearCommerce Corporation.
3.1.2** Certificate of Correction to Third Amended and Restated Certificate
of Incorporation of the ClearCommerce Corporation.
3.1.3* Form of Fourth Amended and Restated Certificate of Incorporation of
ClearCommerce Corporation to be filed immediately prior to the
closing of the offering made pursuant to this Registration Statement.
3.2.1** Bylaws of ClearCommerce Corporation.
3.2.2* Form of Amended and Restated Bylaws of ClearCommerce Corporation to
be in effect after the closing of the offering made pursuant to this
Registration Statement.
4.1 See Exhibits 3.1.1, 3.1.2, and 3.1.3 for provisions of the
Certificate of Incorporation of ClearCommerce Corporation defining
the rights of the holders of common stock.
4.2 See Exhibits 3.2.1 and 3.2.2 for provisions of the Bylaws of the
Registrant defining the rights of the holder of common stock.
4.3* Specimen common stock certificate.
4.4** Third Amended and Restated Investors Rights Agreement, dated December
31, 1999, by and among the Registrant and certain stockholders of
ClearCommerce Corporation, as amended.
4.5** Warrant to purchase common stock issued to Gerald Youngblood.
4.6** ClearCommerce Corporation Stock Purchase Warrant issued to Imperial
Bank.
4.7** ClearCommerce Corporation Common Stock Purchase Warrant issued to
Hewlett Packard.
4.8** ClearCommerce Corporation Warrant to Purchase Common Stock issued to
Hewlett Packard.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
10.1** Form of Indemnification Agreement between ClearCommerce Corporation
and each of its directors and officers.
10.2** 1997 Stock Option/Stock Issuance Plan, as amended.
10.2.1** Form of Option Agreement under the 1997 Stock Option/Stock Issuance
Plan.
10.2.2** Form of Stock Purchase Agreement under the 1997 Stock Option/Stock
Issuance Plan.
10.2.3** Form of Stock Issuance Agreement under 1997 Stock Option/Stock
Issuance Plan.
10.3** 2000 Stock Plan.
10.3.1** Form of Option Agreement under 2000 Stock Plan.
10.3.2** Form of Restricted Stock Purchase Agreement under 2000 Stock Plan.
10.4** 2000 Employee Stock Purchase Plan.
10.4.1** Form of Subscription Agreement under the 2000 Employee Stock Purchase
Plan.
10.5** 2000 Director Option Plan.
II-3
10.5.1** Form of Option Agreement under 2000 Director Option Plan.
10.6+ Strategic Relationship and Software License Agreement between
Hewlett-Packard Company and ClearCommerce Corporation.
10.6.1+ Amendment #1 to Strategic Relationship and Software License
Agreement between Hewlett-Packard Company and ClearCommerce
Corporation.
10.6.2+ Amendment #2 to Strategic Relationship and Software License
Agreement between Hewlett-Packard Company and ClearCommerce
Corporation.
10.7+ License and Service Agreement dated June 30, 1998 between
ClearCommerce Corporation and Cardservice International.
10.7.1+ License Agreement Addendum A, dated December 31, 1998, between
ClearCommerce Corporation and Cardservice International.
10.7.2 License Agreement Addendum B, dated March 31, 1999, between
ClearCommerce Corporation and Cardservice International.
10.7.3+ License Agreement Addendum C, dated March 6, 2000, between
ClearCommerce Corporation and Cardservice International.
10.7.4+ Value Added Reseller License Agreement dated June 30, 1998, between
ClearCommerce Corporation and Cardservice International.
10.8** Lease Agreement between CFH-FTAX Limited Partnership as Landlord,
and ClearCommerce Corporation, as tenant.
10.8.1** First Amendment to the Lease Agreement, dated April 9, 1999, between
CFH-FTAX Limited Partnership, as Landlord, and ClearCommerce
Corporation, as Tenant.
10.8.2** Second Amendment to the Lease Agreement, dated July 19, 1999,
between CFH-FTAX Limited Partnership, as Landlord, and ClearCommerce
Corporation, as Tenant.
10.9** Credit Agreement, dated July 20, 1999, between ClearCommerce
Corporation and Imperial Bank.
10.9.1** First Amendment to Credit Agreement between ClearCommerce
Corporation and Imperial Bank dated September 14, 1999.
10.9.2** Second Amendment to Credit Agreement between ClearCommerce
Corporation and Imperial Bank dated February 28, 2000.
10.10** Employment Agreement with Alan Scutt dated November 2, 1998.
10.11** Repurchase Agreement dated September 15, 1997 between ClearCommerce
Corporation and R.C. Estes.
10.11.1** First Amendment of Repurchase Agreement between ClearCommerce
Corporation and R.C. Estes dated March 26, 1999.
10.12** Repurchase Agreement dated September 15, 1997 between ClearCommerce
Corporation and Julie Fergerson.
10.12.1** First Amendment of Repurchase Agreement between ClearCommerce
Corporation and Julie Fergerson dated March 26, 1999.
10.13** Stock Subscription Agreement dated September 15, 1997 between
ClearCommerce Corporation and Robert J. Lynch.
10.13.1** First Amendment of Stock Subscription Agreement between
ClearCommerce Corporation and Robert Lynch dated March 26, 1999.
10.14** ClearCommerce Corporation 401(K) Plan.
II-4
10.15** Common Stock Purchase Agreement dated March 6, 2000 between
ClearCommerce Corporation and Cardservice International, Inc.
21.1** List of Subsidiaries.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2* Consent of Counsel (included in Exhibit 5.1).
24.1** Power of Attorney (see Page II-4).
27.1** Financial Data Schedule.
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* To be filed by amendment
** Previously filed.
+ Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment and the omitted portions have been separately filed
with the Commission.
(b) Financial Statement Schedules
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referenced in
Item 14 of this Registration Statement or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by a director, officer or controlling person in connection with the
securities being registered hereunder, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Austin,
State of Texas, on the 14th day of March, 2000.
CLEARCOMMERCE CORPORATION
/s/ Robert J. Lynch
By:__________________________________
Robert J. Lynch
President and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert J. Lynch President, Chief Executive March 14, 2000
______________________________________ Officer and Director
ROBERT J. LYNCH (Principal Executive
Officer)
/s/ Michael S. Grajeda Chief Financial Officer March 14, 2000
______________________________________ and Secretary (Principal
MICHAEL S. GRAJEDA Financial Officer)
/s/ Victoria R. Richardson* Controller (Principal March 14, 2000
______________________________________ Accounting Officer)
VICTORIA R. RICHARDSON
/s/ James G. Treybig* Chairman of the Board, March 14, 2000
______________________________________ Director
JAMES G. TREYBIG
/s/ Scott D. Sandell* Director March 14, 2000
______________________________________
SCOTT D. SANDELL
/s/ Wendy L. Harrington* Director March 14, 2000
______________________________________
WENDY L. HARRINGTON
/s/ R. C. Estes Director March 14, 2000
______________________________________
R. C. ESTES
/s/ William H. McAleer* Director March 14, 2000
______________________________________
WILLIAM H. MCALEER
/s/ Joseph C. Aragona* Director March 14, 2000
______________________________________
JOSEPH C. ARAGONA
/s/ Michael S. Grajeda
*By:________________________
ATTORNEY-IN-FACT
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of ClearCommerce Corporation
In connection with our audits of the consolidated financial statements of
ClearCommerce Corporation and its subsidiary as of December 31, 1998 and 1999,
and for each of the three years in the period ended December 31, 1999, which
financial statements are included in the prospectus, we have also audited the
financial statement schedule listed in Item 16(b) herein.
In our opinion, this financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information required to be included therein.
PRICEWATERHOUSECOOPERS LLP
Austin, Texas
February 25, 2000
S-1
CLEARCOMMERCE CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(DOLLARS IN THOUSANDS)
BALANCE ADDITIONS BALANCE
AT BEGINNING TO AT END
DESCRIPTION OF YEAR ALLOWANCE YEAR
----------- ------------ --------- -------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Year ended December 31, 1997.................... $ 0 $ 2 $ 2
Year ended December 31, 1998.................... 2 19 21
Year ended December 31, 1999.................... 21 191 212
VALUATION ALLOWANCE ON NET DEFERRED TAX ASSET:
Year ended December 31, 1997.................... $ 0 $ 433 $ 433
Year ended December 31, 1998.................... 433 2,716 3,149
Year ended December 31, 1999.................... 3,149 5,268 8,417
S-2
EXHIBIT INDEX
1.1* Form of Underwriting Agreement.
3.1.1** Third Amended and Restated Certificate of Incorporation of
ClearCommerce Corporation.
3.1.2** Certificate of Correction to Third Amended and Restated Certificate
of Incorporation of the ClearCommerce Corporation.
3.1.3* Form of Fourth Amended and Restated Certificate of Incorporation of
ClearCommerce Corporation to be filed immediately prior to the
closing of the offering made pursuant to this Registration Statement.
3.2.1** Bylaws of ClearCommerce Corporation.
3.2.2* Form of Amended and Restated Bylaws of ClearCommerce Corporation to
be in effect after the closing of the offering made pursuant to this
Registration Statement.
4.1 See Exhibits 3.1.1, 3.1.2, and 3.1.3 for provisions of the
Certificate of Incorporation of ClearCommerce Corporation defining
the rights of the holders of common stock.
4.2 See Exhibits 3.2.1 and 3.2.2 for provisions of the Bylaws of the
Registrant defining the rights of the holder of common stock.
4.3* Specimen common stock certificate.
4.4** Third Amended and Restated Investors Rights Agreement, dated December
31, 1999, by and among the Registrant and certain stockholders of
ClearCommerce Corporation, as amended.
4.5** Warrant to purchase common stock issued to Gerald Youngblood.
4.6** ClearCommerce Corporation Stock Purchase Warrant issued to Imperial
Bank.
4.7** ClearCommerce Corporation Common Stock Purchase Warrant issued to
Hewlett Packard.
4.8** ClearCommerce Corporation Warrant to Purchase Common Stock issued to
Hewlett Packard.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
10.1** Form of Indemnification Agreement between ClearCommerce Corporation
and each of its directors and officers.
10.2** 1997 Stock Option/Stock Issuance Plan, as amended.
10.2.1** Form of Option Agreement under the 1997 Stock Option/Stock Issuance
Plan.
10.2.2** Form of Stock Purchase Agreement under the 1997 Stock Option/Stock
Issuance Plan.
10.2.3** Form of Stock Issuance Agreement under 1997 Stock Option/Stock
Issuance Plan.
10.3** 2000 Stock Plan.
10.3.1** Form of Option Agreement under 2000 Stock Plan.
10.3.2** Form of Restricted Stock Purchase Agreement under 2000 Stock Plan.
10.4** 2000 Employee Stock Purchase Plan.
10.4.1** Form of Subscription Agreement under the 2000 Employee Stock Purchase
Plan.
10.5** 2000 Director Option Plan.
10.5.1** Form of Option Agreement under 2000 Director Option Plan.
10.6+ Strategic Relationship and Software License Agreement between
Hewlett-Packard Company and ClearCommerce Corporation.
10.6.1+ Amendment #1 to Strategic Relationship and Software License
Agreement between Hewlett-Packard Company and ClearCommerce
Corporation.
10.6.2+ Amendment #2 to Strategic Relationship and Software License
Agreement between Hewlett-Packard Company and ClearCommerce
Corporation.
10.7+ License and Service Agreement dated June 30, 1998 between
ClearCommerce Corporation and Cardservice International.
10.7.1+ License Agreement Addendum A, dated December 31, 1998, between
ClearCommerce Corporation and Cardservice International.
10.7.2 License Agreement Addendum B, dated March 31, 1999, between
ClearCommerce Corporation and Cardservice International.
10.7.3+ License Agreement Addendum C, dated March 6, 2000, between
ClearCommerce Corporation and Cardservice International.
10.7.4+ Value Added Reseller License Agreement dated June 30, 1998, between
ClearCommerce Corporation and Cardservice International.
10.8** Lease Agreement between CFH-FTAX Limited Partnership as Landlord,
and ClearCommerce Corporation, as tenant.
10.8.1** First Amendment to the Lease Agreement, dated April 9, 1999, between
CFH-FTAX Limited Partnership, as Landlord, and ClearCommerce
Corporation, as Tenant.
10.8.2** Second Amendment to the Lease Agreement, dated July 19, 1999,
between CFH-FTAX Limited Partnership, as Landlord, and ClearCommerce
Corporation, as Tenant.
10.9** Credit Agreement, dated July 20, 1999, between ClearCommerce
Corporation and Imperial Bank.
10.9.1** First Amendment to Credit Agreement between ClearCommerce
Corporation and Imperial Bank dated September 14, 1999.
10.9.2** Second Amendment to Credit Agreement between ClearCommerce
Corporation and Imperial Bank dated February 28, 2000.
10.10** Employment Agreement with Alan Scutt dated November 2, 1998.
10.11** Repurchase Agreement dated September 15, 1997 between ClearCommerce
Corporation and R.C. Estes.
10.11.1** First Amendment of Repurchase Agreement between ClearCommerce
Corporation and R.C. Estes dated March 26, 1999.
10.12** Repurchase Agreement dated September 15, 1997 between ClearCommerce
Corporation and Julie Fergerson.
10.12.1** First Amendment of Repurchase Agreement between ClearCommerce
Corporation and Julie Fergerson dated March 26, 1999.
10.13** Stock Subscription Agreement dated September 15, 1997 between
ClearCommerce Corporation and Robert J. Lynch.
10.13.1** First Amendment of Stock Subscription Agreement between
ClearCommerce Corporation and Robert Lynch dated March 26, 1999.
10.14** ClearCommerce Corporation 401(K) Plan.
10.15** Common Stock Purchase Agreement dated March 6, 2000 between
ClearCommerce Corporation and Cardservice International, Inc.
21.1** List of Subsidiaries.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2* Consent of Counsel (included in Exhibit 5.1).
24.1** Power of Attorney (see Page II-4).
27.1** Financial Data Schedule.
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* To be filed by amendment
** Previously filed.
+ Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment and the omitted portions have been separately filed
with the Commission.