-----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, SFUO5puXBjT09VAL7HOFz2XhW3rObkVPqVi+H3PoiCfzf6Un/AFLcJGXQYSySgiS o8kylQtVDJp7tBe3om6u7A== 0001095811-01-000908.txt : 20010212 0001095811-01-000908.hdr.sgml : 20010212 ACCESSION NUMBER: 0001095811-01-000908 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010209 EFFECTIVENESS DATE: 20010209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERSISTENCE SOFTWARE INC CENTRAL INDEX KEY: 0001084400 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943138935 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-76867 FILM NUMBER: 1530319 BUSINESS ADDRESS: STREET 1: 1720 SOUTH AMPHLETT BLVD., 3RD FLOOR CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 6503417733 S-8 POS 1 f67952a1s-8pos.txt POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 1 As filed with the Securities and Exchange Commission on February 9, 2001 Registration No. 333-76867 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- PERSISTENCE SOFTWARE, INC. (Exact name of Registrant as specified in its charter) DELAWARE 94-3138935 (State of incorporation) (I.R.S. Employer Identification No.) 1720 SOUTH AMPHLETT BLVD., THIRD FLOOR SAN MATEO, CALIFORNIA 94402 (address of principal executive offices) ----------- 1999 EMPLOYEE STOCK PURCHASE PLAN 1997 STOCK PLAN (full title of the Plans) ----------- CHRISTOPHER T. KEENE CHIEF EXECUTIVE OFFICER PERSISTENCE SOFTWARE, INC. 1720 SOUTH AMPHLETT BLVD. THIRD FLOOR SAN MATEO, CALIFORNIA 94402 (650) 372-3600 (Name, address and telephone number, including area code, of agent for service) ----------- Copy to: Laurel Finch Venture Law Group 2800 Sand Hill Road Menlo Park, California 94025 (650) 854-4488 2 The Registrant hereby withdraws from registration 51,213 shares of its Common Stock out of a total of 5,392,697 shares of its Common Stock previously registered pursuant to this Registration Statement (No. 333-76867). The purpose of this amendment is to correct the total number of shares being registered, which was mistakenly overstated in the previously filed Registration Statement. ================================================================================ 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, PERSISTENCE SOFTWARE, INC., a corporation organized and existing under the laws of the State of Delaware, 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on this 9 day of February, 2001. PERSISTENCE SOFTWARE, INC. By: /s/ CHRISTINE RUSSELL ---------------------------- Christine Russell Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective 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/ CHRISTOPHER T. KEENE* Chief Executive Officer February 9, 2001 - --------------------------- (Principal Executive Christopher T. Keene Officer) /s/ CHRISTINE RUSSELL Chief Financial Officer February 9, 2001 - --------------------------- (Principal Financial and Christine Russell Accounting Officer) /s/ GREGORY ENNIS* Director February 9, 2001 - --------------------------- Gregory Ennis /s/ JACK L. HANCOCK* Director February 9, 2001 - --------------------------- Jack L. Hancock /s/ MERRITT LUTZ* Director February 9, 2001 - --------------------------- Merritt Lutz /s/ JOSEPH P. ROEBUCK* Director February 9, 2001 - --------------------------- Joseph P. Roebuck /s/ SANJAY VASWANI* Director February 9, 2001 - --------------------------- Sanjay Vaswani /s/ JEFFREY T. WEBBER* Director February 9, 2001 - --------------------------- Jeffrey T. Webber *By: /s/ CHRISTINE RUSSELL - --------------------------- Attorney-in-fact
4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5.1 Opinion of Venture Law Group, a Professional Corporation
EX-5.1 2 f67952a1ex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 [LETTERHEAD] February 9, 2001 Persistence Software, Inc. 1720 South Amphlett Blvd., Third Floor San Mateo, California 94402 REGISTRATION STATEMENT ON FORM S-8 ---------------------------------- Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "REGISTRATION STATEMENT") filed by you with the Securities and Exchange Commission (the "COMMISSION") on January 4, 2001 and as amended by Post-Effective Amendment No. 1 to be filed on or about February 9, 2001 in connection with the Registration under the Securities Act of 1933, as amended, of a total of 5,341,484 shares of your Common Stock (the "SHARES") reserved for issuance under 1997 Stock Plan and the 1999 Employee Stock Purchase Plan. As your legal 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 the conclusion of the proceedings being taken or contemplated by us, as your counsel, to be taken prior to the issuance of the Shares, 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 when issued and sold in the manner described in the Registration Statement will be legally and validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the prospectus constituting a part thereof, and in any amendment thereto. Very truly yours, VENTURE LAW GROUP A Professional Corporation /s/ Venture Law Group -----END PRIVACY-ENHANCED MESSAGE-----