-----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, WZmM+AVH5i4MDsjsQeCaVIPHzygrN8pzBpev6mWunbCyzVuW869ulvFm5CsTQKp1 jrlHsDXUYwLTH77pz805Dw== 0000912057-00-012912.txt : 20000323 0000912057-00-012912.hdr.sgml : 20000323 ACCESSION NUMBER: 0000912057-00-012912 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000322 EFFECTIVENESS DATE: 20000322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUESTONE SOFTWARE INC CENTRAL INDEX KEY: 0001039242 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 222964141 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-33012 FILM NUMBER: 575720 BUSINESS ADDRESS: STREET 1: 1000 BRIGGS RD CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 6097274600 MAIL ADDRESS: STREET 1: 1000 BRIGGS ROAD CITY: MT LAUREL STATE: NJ ZIP: 08054 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on March 22, 2000 Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUESTONE SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 22-2964141 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) BLUESTONE SOFTWARE, INC. 300 STEVENS DRIVE PHILADELPHIA, PENNSYLVANIA 19113 (Address of Principal Executive Offices) ------------------------- BLUESTONE SOFTWARE, INC. DIRECTORS' COMPENSATION PLAN (Full Title of the Plan) ------------------------------- PAUL T. PORRINI, ESQUIRE SENIOR VICE PRESIDENT AND GENERAL COUNSEL BLUESTONE SOFTWARE, INC. 300 STEVENS DRIVE PHILADELPHIA, PENNSYLVANIA 19113 (Name and address of agent for service) (610) 915-5005 (Telephone number, including area code, of agent for service) copy to: MICHAEL P. GALLAGHER, ESQUIRE PEPPER HAMILTON LLP 1235 WESTLAKES DRIVE, SUITE 400 BERWYN, PA 19312 CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF BE REGISTERED REGISTERED(1) SHARE PRICE REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.001 - ---------------------------------------------------------------------------------------------------------------------- Underlying outstanding options granted under the Directors' Compensation Plan 10,936 $23.13(2) $252,950(2) $67 - ---------------------------------------------------------------------------------------------------------------------- Subject to future grants under the Directors' Compensation Plan 145,314 $52.50(3) $7,628,985(3) $2,015 - ---------------------------------------------------------------------------------------------------------------------- TOTAL 156,250 $2,082 - ---------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------
- ---------- (1) Pursuant to Rule 416, this Registration Statement shall also cover any additional shares of the Registrant's common stock that become issuable by reason of any stock dividend, stock, split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant's outstanding shares of common stock. (2) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended, on the basis of the price at which options may be exercised. (3) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on a share price of $52.50, the average of the high and low sales price of the Registrant's common stock as reported on the Nasdaq National Market on March 21, 2000. REGISTRATION STATEMENT ON FORM S-8 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Bluestone Software, Inc. (the "Registrant") Directors' Compensation Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the SEC, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act. ITEM 2. REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION. The Registrant will furnish without charge to each person to whom the prospectus is delivered, on the written or oral request of such person, a copy of any and all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to Bluestone Software, Inc., 300 Stevens Drive, Philadelphia, Pennsylvania, Attention: Investor Relations Department, telephone number: (610) 915-5000. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The Registrant and the Plan hereby incorporate by reference in this Registration Statement the following documents: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 filed with the SEC on February 15, 2000, as amended; (b) The description of the Registrant's common stock, which is incorporated by reference from the Registrant's Registration Statement on Form 8-A filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC on July 7, 1999, including all amendments or reports filed for the purpose of updating such description. All reports and other documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof, 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 hereunder, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents. All information appearing in this Registration Statement is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference. 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 permits each Delaware business corporation to indemnify its directors, officers, employees and agents against liability for each such person's acts taken in his or her capacity as a director, officer, employee or agent of the corporation if such actions were taken in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action, if he or she had no reasonable cause to believe his or her conduct was unlawful. The Registrant's bylaws provide that the Registrant, to the full extent permitted by Section 145 of the Delaware General Corporation Law, shall indemnify all past and present directors, officers, employees and agents of the Registrant who were or are parties or are threatened to be made parties to or are involved in any action, suit or proceeding against all expenses, liability and losses in connection with such proceeding. Such expenses may be paid by the Registrant in advance of the final disposition of the action upon receipt of an undertaking to repay the advance if it is ultimately determined that such person is not entitled to indemnification. As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Registrant's certificate of incorporation provides that no director of the Registrant shall be liable to the Registrant for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for the unlawful payment of dividends on or redemption of the Registrant's capital stock or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant has obtained a policy insuring it and its directors and officers against certain liabilities, including liabilities under the Securities Act. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. The following exhibits are filed as part of this Registration Statement:
Exhibit Number Description - -------------- ----------- 5 Opinion of Pepper Hamilton LLP. 10.1 Directors' Compensation Plan (incorporated by reference to exhibit 10.2 in the Registrant's Registration Statement on Form S-1 (File No. 333-82213) filed with the Securities and Exchange Commission on July 2, 1999). 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5 of this Registration Statement). 24 Power of Attorney (included on the Signature Page).
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 to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That for the purpose of determining any liability under the Securities 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. (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 offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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 Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC 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 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 Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, 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 Philadelphia, Pennsylvania on the date indicated. BLUESTONE SOFTWARE, INC. Date: March 22, 2000 By: /s/ P. Kevin Kilroy ------------------------------ P. Kevin Kilroy, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints P. Kevin Kilroy and S. Craig Huke and each of them, his true and lawful attorney-in-fact and agent with full power of substitution or resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Form S-8 and other registration statements related to this Form S-8 by virtue of General Instruction E thereto, and to file the same, with all exhibits thereto, and other documentation in connection therewith, with the SEC, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof Pursuant to the requirements of the Securities Act, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated and on the 22nd day of March, 2000. NAME TITLE /s/ P. Melan Baiada Chairman of the Board of Directors - ------------------------ P. Melan Baiada /s/ P. Kevin Kilroy President and Chief Executive Officer and - ------------------------ Director (Principal Executive Officer) P. Kevin Kilroy /s/ S. Craig Huke Senior Vice President and Chief Financial - ------------------------ Officer (Principal Financial and Accounting S. Craig Huke Officer) /s/ Gregory M. Case Director - ------------------------ Gregory M. Case /s/ William C. Hulley Director - ------------------------ William C. Hulley /s/ Andrew J. Filipowski Director - ------------------------ Andrew J. Filipowski /s/ Paul E. Blondin Director - ------------------------ Paul E. Blondin EXHIBIT INDEX
Exhibit Numbers Description - --------------- ----------- 5 Opinion of Pepper Hamilton LLP. 23.1 Consent of Arthur Andersen LLP.
EX-5 2 EXHIBIT 5 Exhibit 5 Opinion of Pepper Hamilton LLP March 22, 2000 Bluestone Software, Inc. 300 Stevens Drive Philadelphia, Pennsylvania 19113 Re: Registration Statement on Form S-8 Dear Sir/Madam: We have acted as counsel to Bluestone Software, Inc., a Delaware corporation (the "Company"), in connection with a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on the date hereof (the "Registration Statement"), relating to the offer and sale of up to 156,250 shares of common stock, $.001 par value per share, of the Company (the "Common Stock"), issuable by the Company pursuant to awards granted or available for grant under the Company's Directors' Compensation Plan (the "Plan"). In rendering this opinion, we have examined the Registration Statement, including the exhibits thereto, the Company's Amended and Restated Articles of Incorporation and By-Laws as currently in effect, the Plan and such other documents as we have deemed appropriate. We have not performed any independent investigation other than the document examination described above. In the foregoing examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the authenticity of all documents submitted to us as copies of originals. Based on the foregoing, we are of the opinion that the shares of Common Stock issuable pursuant to awards granted or available for grant under the Plan will be, when issued and paid for in accordance with the terms of the Plan and any underlying option award agreements or letters, validly issued, fully paid and non-assessable. The opinion set forth above is limited to the General Corporation Law of the State of Delaware, as amended. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. The opinion expressed herein is solely for your benefit and may be relied upon only by you. Very truly yours, /s/ Pepper Hamilton LLP ----------------------- EX-23.1 3 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated January 31, 2000 included in Bluestone Software, Inc.'s Form 10-K for the year ended December 31, 1999 and to all references to our Firm included in this registration statement. /S/ ARTHUR ANDERSEN LLP ----------------------- Philadelphia, Pennsylvania March 20, 2000 -----END PRIVACY-ENHANCED MESSAGE-----