POS AM 1 doc1.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 2002 REGISTRATION NO. 333-47150 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ POST-EFFECTIVE AMENDMENT NO. 1 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 or organization) identification no.) ____________________ 1325 BORREGAS AVENUE SUNNYVALE, CALIFORNIA 94089 (408) 822-5200 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ____________________ AMNON LANDAN CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER MERCURY INTERACTIVE CORPORATION 1325 BORREGAS AVENUE SUNNYVALE, CALIFORNIA 94089 (408) 822-5200 (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________ Copies to: SUSAN J. SKAER, ESQ. DAVID K. MICHAELS, ESQ. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY FENWICK & WEST LLP MERCURY INTERACTIVE CORPORATION 275 BATTERY STREET, 15TH FLOOR 1325 BORREGAS AVENUE SAN FRANCISCO, CALIFORNIA 94111 SUNNYVALE, CALIFORNIA 94089 (415) 875-2300 (408) 822-5200 ____________________ ================================================================================ DEREGISTRATION OF NOTES AND SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF NOTES The Registrant files this post-effective amendment to deregister the 4.75% Convertible Subordinated Notes due July 1, 2007 and the shares of common stock, $0.002 par value per share, issuable upon conversion of the notes. The Registrant is no longer obligated to keep the registration statement effective under the terms of the Registration Rights Agreement among the Registrant and Goldman, Sachs & Chase Securities Inc. and Deutsche Banc Securities Inc. dated July 3, 2000, which agreement was filed as Exhibit 4.7 to the registration statement (incorporated by reference to Exhibit 4.3 to Registrant's quarterly report on Form 10-Q for the quarter ended June 30, 2000). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sunnyvale, State of California, on October 29, 2002. MECURY INTERACTIVE CORPORATION By: /s/ Amnon Landan -------------------------------------- Amnon Landan President, Chief Executive Officer and Chairman of the Board Pursuant to the requirements of the Securities Act, 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 --------- ----- ---- PRINCIPAL EXECUTIVE OFFICER: /s/ Amnon Landan President, Chief Executive Officer and October 29, 2002 ----------------------------- Chairman of the Board Amnon Landan PRINCIPAL FINANCIAL OFFICER: /s/ Douglas P. Smith Executive Vice President and October 29, 2002 ----------------------------- Chief Financial Officer Douglas P. Smith PRINCIPAL ACCOUNTING OFFICER: /s/ Bryan LeBlanc Vice President, Finance October 29, 2002 ----------------------------- Bryan LeBlanc ADDITIONAL DIRECTORS: * Director October 29, 2002 ----------------------------- Igal Kohavi * Director October 29, 2002 ----------------------------- Yair Shamir * Director October 29, 2002 ----------------------------- Giora Yaron * Director October 29, 2002 ----------------------------- Kenneth Klein /s/ Clyde Ostler Director October 29, 2002 ----------------------------- Clyde Ostler *By: /s/ Susan J. Skaer October 29, 2002 --------------------- Susan J. Skaer Attorney-in-fact