-----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, MjJ5bOAEeM3VhqVfIREoo/kWo/0a8X5DYO9RYHIeHajT/ZLx4BDkh5i74VDB5KX4 TgNvtX+6YpSo4evoNPm5tw== 0000912057-00-012914.txt : 20000323 0000912057-00-012914.hdr.sgml : 20000323 ACCESSION NUMBER: 0000912057-00-012914 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: 333-33014 FILM NUMBER: 575726 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 REGSITRATION 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. 1996 INCENTIVE AND NON-QUALIFIED STOCK OPTION 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 3,459,672 $52.50(2) $181,632,780(2) $47,952 - --------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------
- ---------- (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, 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 pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended, on the basis of the average of the high and the low sales price per share of the common stock of Bluestone Software, Inc. on March 21, 2000 as reported by the Nasdaq National Market. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I of Form S-8 is included in documents to be given to participants in the 1996 Incentive and Non-Qualified Stock Option Plan in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT On October 6, 1999, Bluestone Software, Inc. (the "Registrant") filed a Registration Statement ("First Registration Statement") on Form S-8 (File No. 333-88547) covering 3,290,328 shares of Registrant's common stock issuable pursuant to its 1996 Incentive and Non-Qualified Stock Option Plan. This Registration Statement is being filed for the purpose of registering 3,459,672 additional shares of Registrant's common stock for issuance under the Plan. Pursuant to the General Instruction E to Form S-8, the contents of the First Registration Statement are incorporated by reference into this Registration Statement. ITEM 8. EXHIBITS. The following exhibits are filed as part of this Registration Statement:
Exhibit Number Description - -------------- ----------- 5 Opinion of Pepper Hamilton LLP. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5). 24 Power of Attorney (included on the Signature Page of this Registration Statement). 99 Bluestone Software, Inc. 1996 Incentive and Non-Qualified Stock Option Plan, as amended and restated (incorporated by reference to Annex A of the Registrant's definitive proxy statement filed on January 14, 2000).
SIGNATURES Pursuant to the requirements of the Securities Act of 1993, 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 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 Securities and Exchange Commission, 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 of 1933, as amended, 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 [PEPPER HAMILTON LLP LETTERHEAD] 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 an additional 3,459,672 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 1996 Incentive and Non-Qualified Stock Option Plan, as amended and restated (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 incorpation 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-----