-----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, LQ8WfX2yAbjcvrR16KPmQ/N7osixYdC8Wb/7LNAuT1KGsjR+D9IKJnVLCQQVr97a XqNHF4hMNpY+b1IVIf6keA== 0001012870-97-001681.txt : 19970912 0001012870-97-001681.hdr.sgml : 19970912 ACCESSION NUMBER: 0001012870-97-001681 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970903 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCURY INTERACTIVE CORPORATION CENTRAL INDEX KEY: 0000867058 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770224776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 033-93038 FILM NUMBER: 97674839 BUSINESS ADDRESS: STREET 1: 470 POTRERO AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4085239900 MAIL ADDRESS: STREET 1: 470 POTRERO AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 POS AM 1 POST EFFECTIVE AMENDMENT NO. 2 As Filed with the Securities and Exchange Commission on September 3, 1997 Registration No. 333-93038 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MERCURY INTERACTIVE CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 77-0224776 -------------------------------- ------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation organization) Identification Number) 470 Potrero Avenue Sunnyvale, California 94086 (408) 523-9900 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ____________________ Aryeh Finegold Chairman of the Board MERCURY INTERACTIVE CORPORATION 470 Potrero Avenue Sunnyvale, California 94086 (408) 523-9900 (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________ SUSAN J. SKAER, ESQ. GENERAL COUNSEL ASSOCIATES LLP 1891 Landings Drive Mountain View, California 94043 ____________________ Approximate date of commencement of proposed sale to the public under: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] MERCURY INTERACTIVE CORPORATION Deregistration -------------- This Registration Statement, as amended to date, originally registered 66,000 shares of Common Stock, $.002 par value, of Mercury Interactive Corporation (the "Company") in connection with the public offering (which was not underwritten) of such shares by a shareholder of the Company (the "Selling Shareholder"). Of the 66,000 shares originally registered, the Selling Shareholder sold 10,000 of such shares pursuant to the Company's Registration Statement on Form S-3 (No. 33-95066) which was declared effective on August 8, 1995 in an underwritten public offering of an aggregate of 2,720,000 shares of Common Stock of the Company and the Company deregistered 10,000 shares originally covered by this Registration Statement in August 1995. Since this Registration Statement was declared effective, the Selling Shareholder has sold an additional 8,000 shares covered by this Registration Statement. Pursuant to the terms of the Shareholder Agreement dated May 12, 1995 between the Company and the Selling Shareholder, the Company hereby deregisters the remaining 48,000 shares originally covered by this Registration Statement which have not been sold by the Selling Shareholder as of the date of the filing of this Post Effective Amendment No. 2 to this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Mercury Interactive Corporation, a corporation organized and existing under the laws of the State of Delaware, certifies that it has reasonable cause to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on the 29th day of August, 1997. MERCURY INTERACTIVE CORPORATION By: /s/ Sharlene Abrams -------------------------------------- (Sharlene Abrams, Vice President of Finance and Administration, Chief Financial Officer and Secretary) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Sharlene Abrams and Susan J. Skaer, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendment to this Registration Statement on Form S-3, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in- fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 2 to Registration Statement No. 33-93038 has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE - --------- ----- ---- /s/ Aryeh Finegold* Chairman of the Board of Directors August 29, 1997 - ------------------------- (Aryeh Finegold) /s/ Amnon Landan President and Chief Executive Officer (Principal August 29, 1997 - ------------------------- Executive Officer) and Director (Amnon Landan) /s/ Sharlene Abrams Vice President, Finance and Administration and Chief August 29, 1997 - ------------------------- Financial Officer and Secretary (Principal Financial (Sharlene Abrams) and Accounting Officer) - ------------------------- Director (Igal Kohavi) /s/ Yair Shamir* Director August 29, 1997 - ------------------------- (Yair Shamir) - ------------------------- Director (Giora Yaron) *By /s/ Sharlene Abrams --------------------- Sharlene Abrams Attorney-in-Fact
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