-----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, QRD/P0ZXp+OpB77qmHngKIA3dxKjcHLzyad3yJYQoJ+lYhbgp7JbOtg/XDO22VWO E+tSLN8rk+n/ibBcnb1QLQ== 0000891618-99-005264.txt : 19991117 0000891618-99-005264.hdr.sgml : 19991117 ACCESSION NUMBER: 0000891618-99-005264 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 5 333-86919 FILED AS OF DATE: 19991116 EFFECTIVENESS DATE: 19991116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUINTUS CORP CENTRAL INDEX KEY: 0001024678 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770021612 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-90999 FILM NUMBER: 99758198 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-1MEF 1 FORM S-1 FILED PURSUANT TO RULE 462(B) 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 1999. REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 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 (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
47212 MISSION FALLS COURT FREMONT, CALIFORNIA 94539 (510) 624-2800 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ALAN K. ANDERSON CHAIRMAN AND CHIEF EXECUTIVE OFFICER QUINTUS CORPORATION 47212 MISSION FALLS COURT FREMONT, CALIFORNIA 94539 (510) 624-2800 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: SCOTT C. DETTMER DOUGLAS H. COLLOM DAVID T. YOUNG ROBERT F. KORNEGAY DOUGLAS T. SHEEHY PRIYA CHERIAN HUSKINS KEVIN A. LUCAS SCOTT GIESLER GUNDERSON DETTMER STOUGH WILSON SONSINI GOODRICH & ROSATI VILLENEUVE FRANKLIN & HACHIGIAN, LLP PROFESSIONAL CORPORATION 155 CONSTITUTION DRIVE 650 PAGE MILL ROAD MENLO PARK, CALIFORNIA 94025 PALO ALTO, CALIFORNIA 94304 (650) 321-2400 (650) 493-9300
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 of 1933, as amended, 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. [X] 333-86919 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, please check the following box. [ ] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.001......... 575,000 $18.00 $10,350,000 $2,880 - ------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------
(1) Includes 75,000 shares which the Underwriters have the option to purchase to cover over-allotments, if any. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. In accordance with General Instruction V to Form S-1 and Rule 462(b) promulgated under the Securities Act of 1933, this Registration Statement incorporates by reference the contents of the Registration Statement (File No. 333-86919) filed with the Securities and Exchange Commission on September 10, 1999. CERTIFICATION. Quintus Corporation hereby certifies to the Securities and Exchange Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this registration statement by a wire transfer of such amount to the Commission's account at Mellon Bank as soon as practicable, but not later than the close of business on November 16, 1999; (2) it will not revoke those instructions; and (3) it has sufficient funds in its account to cover the amount of the filing fee. EXHIBITS. The following exhibits are filed herewith:
EXHIBIT NUMBER EXHIBIT TITLE - ------- ------------- Opinion of Gunderson Dettmer Strough Villeneuve Franklin & 5.1 Hachigian, LLP. 23.1 Consent of Deloitte & Touch LLP, Independent Auditors. 23.2 Consent of Ernst & Young LLP Independent Auditors. 23.3 Consent of PricewaterhouseCoopers LLP, Independent Auditors. 23.4 Consent of Counsel. Reference is made to Exhibit 5.1.
3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 15th day of November, 1999. QUINTUS CORPORATION By: /s/ ALAN K. ANDERSON ---------------------------------------- Alan K. Anderson Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE DATE /s/ ALAN K. ANDERSON Chief Executive Officer November 15, 1999 - -------------------------------------------------------- (Principal Executive Officer) Alan K. Anderson and Director /s/ SUSAN SALVESEN Chief Financial Officer November 15, 1999 - -------------------------------------------------------- (Principal Financial and Susan Salvesen Accounting Officer) and Secretary * Director November 15, 1999 - -------------------------------------------------------- Paul H. Bartlett * Director November 15, 1999 - -------------------------------------------------------- Andrew Busey * Director November 15, 1999 - -------------------------------------------------------- Fredric W. Harman * Director November 15, 1999 - -------------------------------------------------------- William Herman * Director November 15, 1999 - -------------------------------------------------------- Alexander Rosen * Director November 15, 1999 - -------------------------------------------------------- Robert W. Shaw * Director November 15, 1999 - -------------------------------------------------------- Jeanne Wohlers *By: /s/ SUSAN SALVESEN ---------------------------------------------------- Susan Salvesen Attorney-in-Fact
4 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT TITLE - ------- ------------- Opinion of Gunderson Dettmer Strough Villeneuve Franklin & 5.1 Hachigian, LLP. 23.1 Consent of Deloitte & Touch LLP, Independent Auditors. 23.2 Consent of Ernst & Young LLP Independent Auditors. 23.3 Consent of PricewaterhouseCoopers LLP, Independent Auditors. 23.4 Consent of Counsel. Reference is made to Exhibit 5.1.
EX-5.1 2 OPINION OF GUNDERSON DETTMER 1 EXHIBIT 5.1 [GUNDERSON DETTMER LETTERHEAD] November 15, 1999 Quintus Corporation 47212 Mission Falls Court Fremont, California 94539 Re: Registration Statement on Form S-1 Ladies and Gentlemen: We have examined the Registration Statement on Form S-1 originally filed by Quintus Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") on November 15, 1999, pursuant to Rule 462(b) under the Securities Act, as thereafter amended or supplemented (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of up to 575,000 shares of the Company's Common Stock (the "Shares"). The Shares, which include an over-allotment option granted by the Company to the Underwriters to purchase up to 75,000 additional shares of the Company's Common Stock, are to be sold to the Underwriters by the Company as described in the Registration Statement for resale to the public. As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares. It is our opinion that, upon completion of the proceedings being taken or contemplated by us, as your counsel, to be taken prior to the issuance of the Shares being sold by the Company and upon completion of the proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares being sold by the Company, when issued and sold in the manner described in the Registration Statement and in accordance with the resolutions adopted by the Board of Directors of the Company, will be legally and validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to said Registration Statement and further consent to the use of our name wherever appearing in said Registration Statement, including the prospectus constituting a part thereof, and in any amendment or supplement thereto. Very truly yours, /s/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP ---------------------------------------- EX-23.1 3 CONSENT OF DELOITTE & TOUCHE 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the use in this Registration Statement of Quintus Corporation on Form S-1 of our report dated June 18, 1999 (November 10, 1999 as to Note 15), our report dated June 18, 1999 relating to the financial statement schedule, and to the reference to us under the headings "Selected Consolidated Financial Data" and "Experts," all of which are incorporated by reference in this Registration Statement. /s/ Deloitte & Touche LLP - ------------------------- San Jose, California November 15, 1999 EX-23.1 4 CONSENT OF DELOITTE & TOUCHE 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the use in this Registration Statement of Quintus Corporation on Form S-1 of our report dated June 18, 1999 (November 10, 1999 as to Note 15), our report dated June 18, 1999 relating to the financial statement schedule, and to the reference to us under the headings "Selected Consolidated Financial Data" and "Experts," all of which are incorporated by reference in this Registration Statement. /s/ Deloitte & Touche LLP - ------------------------- San Jose, California November 15, 1999 EX-23.1 5 CONSENT OF DELOITTE & TOUCHE 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the use in this Registration Statement of Quintus Corporation on Form S-1 of our report dated June 18, 1999 (November 10, 1999 as to Note 15), our report dated June 18, 1999 relating to the financial statement schedule, and to the reference to us under the headings "Selected Consolidated Financial Data" and "Experts," all of which are incorporated by reference in this Registration Statement. /s/ Deloitte & Touche LLP - ------------------------- San Jose, California November 15, 1999 -----END PRIVACY-ENHANCED MESSAGE-----