-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ON6c5+tpt5jeyWAJrQk2hnLeHeYpfAF3IkneXaZ5UBzVYuoRDTi5rlt+CS8Rht2v F8tvD2p/aGlVMicgzheErw== /in/edgar/work/20000607/0000891618-00-003205/0000891618-00-003205.txt : 20000919 0000891618-00-003205.hdr.sgml : 20000919 ACCESSION NUMBER: 0000891618-00-003205 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000607 EFFECTIVENESS DATE: 20000607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUINTUS CORP CENTRAL INDEX KEY: 0001024678 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 770021612 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38742 FILM NUMBER: 650664 BUSINESS ADDRESS: STREET 1: 47212 MISSION FALLS COURT CITY: FREMONT STATE: CA ZIP: 94539 BUSINESS PHONE: 5106242800 MAIL ADDRESS: STREET 1: 47212 MISSION FALLS COURT CITY: FREMONT STATE: CA ZIP: 94539 S-8 1 0001.txt FORM S-8 1 As filed with the Securities and Exchange Commission on June 7, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 QUINTUS CORPORATION (Exact name of registrant as specified in its charter)
DELAWARE 7372 77-0021612 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.)
47212 MISSION FALL COURT FREMONT, CALIFORNIA 94539 (Address of principal executive offices) (Zip Code) QUINTUS CORPORATION EMPLOYEE STOCK PURCHASE PLAN 1999 STOCK INCENTIVE PLAN MUSTANG SOFTWARE, INC. 1994 INCENTIVE STOCK OPTION PLAN AND NONSTATUTORY STOCK OPTION PLAN (Full title of the Plans) SUSAN SALVESEN CHIEF FINANCIAL OFFICER QUINTUS CORPORATION 47212 MISSION FALL COURT FREMONT, CALIFORNIA 94539 (Name and address of agent for service) (510) 624-2800 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE - ---------------------------------------- --------------- ----------------- ----------------- ---------------- 1999 STOCK INCENTIVE PLAN Options to purchase Common Stock 1,662,867 N/A N/A N/A Common Stock, $0.0001 par value 1,662,867 shares $7.50 $12,471,502.50 $3,292.48 EMPLOYEE STOCK PURCHASE PLAN Rights to purchase Common Stock 681,534 N/A N/A N/A Common Stock, $0.0001 par value 681,534 shares $7.50 $5,111,505 $1,349.44 MUSTANG SOFTWARE, INC. 1994 INCENTIVE STOCK OPTION PLAN AND NONSTATUTORY STOCK OPTION PLAN Options to purchase Common Stock 635,916 N/A N/A N/A Common Stock, $0.0001 par value 635,916 shares $6.66 $4,235,200.56 $1,118.09
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 1999 Stock Incentive Plan, the Employee Stock Purchase Plan and the Mustang Software, Inc. 1994 Incentive Stock Option Plan and Nonstatutory Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of QUINTUS CORPORATION. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the weighted average exercise price of the outstanding options. (3) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low price per share of Common Stock of QUINTUS CORPORATION as reported on the Nasdaq National Market on June 1, 2000. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference QUINTUS CORPORATION (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "SEC"): (a) The Registrant's Annual Report on Form 10-K, filed with the SEC on June 2, 2000 for the fiscal year ended March 31, 2000. (b) The Registrant's Registration Statement No. 000-27985 on Form 8-A12G filed with the SEC on November 11, 1999, pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law authorizes a court to award or a corporation's Board of Directors to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "1933 Act"). The Registrant's Bylaws provide for mandatory indemnification of its directors and officers and permissible indemnification of employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. In addition, the Registrant has entered into Indemnification Agreements with each of its directors and officers. II-1 3 Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits
Exhibit Number Exhibit 4 Instrument Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 000-27985 on Form 8-A12G, which is incorporated herein by reference pursuant to Item 3(b) of this Registration Statement. 5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 23.1 Consent of Deloitte & Touche, LLP, Independent Auditors 23.2 Consent of Ernst & Young LLP, Independent Auditors 23.3 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-3 of this Registration Statement.
Item 9. Undertakings A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act each such post-effective amendment 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 and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Registrant's 1999 Stock Incentive Plan, the Employee Stock Purchase Plan and the Mustang Software, Inc. 1994 Incentive Stock Option Plan and Nonstatutory Stock Option Plan. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this Registration Statement 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. C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 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 such director, officer or controlling person in connection with the securities being registered, 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 1933 Act and will be governed by the final adjudication of such issue. II-2 4 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 Fremont, State of California on this of June 6, 2000. QUINTUS CORPORATION By: /s/ ALAN ANDERSON -------------------------------- Alan Anderson Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of Quintus Corporation, a Delaware corporation, do hereby constitute and appoint Alan Anderson and Susan Salvesen, and either of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and either of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ ALAN ANDERSON Chairman and Chief Executive Officer June 6, 2000 - ----------------------------------- (Principal Executive Officer) Alan Anderson /s/ SUSAN SALVESEN Chief Financial Officer June 6, 2000 - ----------------------------------- (Principal Financial and Accounting Officer) Susan Salvesen
II-3 5
Signature Title Date --------- ----- ---- /s/ PAUL BARTLETT Director June 6, 2000 - ----------------------------------- Paul Bartlett /s/ ANDREW BUSEY Director June 6, 2000 - ----------------------------------- Andrew Busey /s/ FREDERIC HARMAN Director June 6, 2000 - ----------------------------------- Frederic Harman /s/ WILLIAM HERMAN Director June 6, 2000 - ----------------------------------- William Herman Director - ----------------------------------- Alexander Rosen /s/ ROBERT SHAW Director June 6, 2000 - ----------------------------------- Robert Shaw /s/ JEANNE WOHLERS Director June 6, 2000 - ----------------------------------- Jeanne Wohlers
II-4 6 EXHIBIT INDEX
Exhibit Number Exhibit - -------------- ------- 4 Instrument Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 000-27985 on Form 8-A12G, which is incorporated herein by reference pursuant to Item 3(b) of this Registration Statement. 5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 23.1 Consent of Deloitte & Touche, LLP, Independent Auditors 23.2 Consent of Ernst & Young, LLP, Independent Auditors 23.3 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-3 of this Registration Statement.
EX-5 2 0002.txt EX-5 1 EXHIBIT 5 June 7, 2000 Quintus Corporation 47212 Mission Court Fremont, California 94539 Re: Quintus Corporation Registration Statement for Offering of 2,980,317 Shares of Common Stock Ladies and Gentlemen: We refer to your registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of (i) 1,662,867 shares of Common Stock available for issuance under the Company's 1999 Stock Incentive Plan, (ii) 681,534 shares of Common Stock under the Employee Stock Purchase Plan and (iii) 635,916 shares of Common Stock under the Mustang Software, Inc. 1994 Incentive Stock Option Plan and Nonstatutory Stock Option Plan. We advise you that, in our opinion, when such shares have been issued and sold pursuant to the applicable provisions of the applicable plan, and in accordance with the Registration Statement, such shares will be validly issued, fully paid and nonassessable shares of the Company's Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP EX-23.1 3 0003.txt EX-23.1 1 EXHIBIT 23.1 CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS We consent to the use in this Registration Statement of Quintus Corporation on Form S-8 of our reports dated April 18, 2000 (May 18, 2000 as to Note 14) on the consolidated financial statements of Quintus Corporation for the fiscal years ended March 31, 2000 and 1999, appearing in the Annual Report on Form 10-K of Quintus Corporation for the year ended March 31, 2000. /s/ Deloitte & Touche LLP San Jose, California May 31, 2000 EX-23.2 4 0004.txt EX-23.2 1 EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to Quintus' Employee Stock Purchase Plan, the 1999 Stock Incentive Plan, Mustang Software, Inc. 1994 Incentive Stock Option Plan and Nonstatutory Stock Option Plan of our report dated April 30, 1998, with respect to the consolidated financial statements and schedule of Quintus Corporation included in the Annual Report (Form 10-K) for the year ended March 31, 2000. /s/ Ernst & Young LLP Palo Alto, California May 31, 2000 -----END PRIVACY-ENHANCED MESSAGE-----