As filed with the Securities and Exchange Commission on March 7, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EXTENSITY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 68-0368868
(State of Incorporation) (I.R.S. Employer Identification No.)
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2200 POWELL STREET, SUITE 300
EMERYVILLE, CA 94608
(510) 594-5700
(Address of principal executive offices)
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2000 EMPLOYEE STOCK PURCHASE PLAN
2000 NONSTATUTORY STOCK OPTION PLAN
1996 STOCK OPTION PLAN
(Full title of the plans)
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ROBERT A. SPINNER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EXTENSITY, INC.
2200 POWELL STREET, SUITE 300
EMERYVILLE, CA 94608
(510) 594-5700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
JAMES F. FULTON, JR., ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306-2155
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
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AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED OFFERING PRICE PER AGGREGATE OFFERING PRICE REGISTRATION
REGISTERED (1) SHARE (2) (2) FEE
------------------------------ ------------------ ------------------------ -------------------------- --------------
Stock Options and Common
Stock (par value $0.001)...... 2,362,757 shares $1.62 - $2.28 $4,464,453.64 $410.73
============================== ================== ======================== ========================== ==============
(1) Pursuant to Rule 416(a), this Registration Statement shall also cover any
additional shares of Registrant's Common Stock that become issuable under
the plans by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without receipt of consideration that
increases the number of outstanding shares of Registrant's Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and aggregate
offering price are based upon: (a) for shares issuable under the Company's
2000 Employee Stock Purchase Plan, 85% of the average high and low price of
Registrant's Common Stock on March 1, 2002 as reported on the Nasdaq
National Market; (b) for shares issuable pursuant to outstanding options
under the Company's 2000 Nonstatutory Stock Option Plan, as amended, the
exercise price of such shares; or (c) for shares issuable pursuant to
unissued options under the 2000 Nonstatutory Stock Option Plan, as amended
and the 1996 Stock Option Plan, as amended, the average of the high and low
prices of Registrant's Common Stock on March 1, 2002 as reported on the
Nasdaq National Market. The chart below details the calculation of the
registration fee.
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TITLE OF SHARES NUMBER OF SHARES OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE
------------------------------ ----------------- ------------------------------- -------------------------------
Common Stock issuable
pursuant to the Extensity,
Inc. 2000 Employee Stock
Purchase Plan 373,067 $1.62 $604,368.54
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Common stock issuable
pursuant to the outstanding
options under the 2000
Nonstatutory Stock Option
Plan, as amended 161,560 $2.28 $368,356.80
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Common Stock issuable
pursuant to the unissued
options under the 2000
Nonstatutory Stock Option
Plan, as amended 833,285 $1.91 $1,591,574.35
------------------------------ ----------------- ------------------------------- -------------------------------
Common Stock issuable
pursuant to unissued options
under the 1996 Stock Option
Plan, as amended 994,845 $1.91 $1,900,153.95
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INCORPORATION BY REFERENCE
The contents of Registration Statement on Form S-8 No. 333-36336 filed with the
Securities and Exchange Commission on May 5, 2000, Registration Statement on
Form S-8 No. 333-45748 filed with the Securities and Exchange Commission on
September 13, 2000, Registration Statement on Form S-8 No. 333-56544 filed with
the Securities and Exchange Commission on March 5, 2001 and Registration
Statement on Form S-8 No. 333-68960 filed with the Securities and Exchange
Commission on September 5, 2001 are incorporated by reference herein.
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1(1) Amended and Restated Certificate of Incorporation of Registrant.
4.2(1) Bylaws of Registrant.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP (Independent Auditors).
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is contained on the signature page.
99.1(1) Registrant's 1996 Stock Option Plan, as amended.
99.2(1) Registrant's 2000 Employee Stock Purchase Plan.
99.3(2) Registrant's 2000 Nonstatutory Stock Option Plan, as amended.
(1) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-90979),
as amended, declared effective by the Securities and Exchange Commission on
January 26, 2000.
(2) Filed as an exhibit to the Form S-8 Registration Statement (No. 333-45748)
and incorporated herein by reference.
1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 the City of Emeryville, State of California, on the 7th day
of March, 2002.
EXTENSITY, INC.
By: /s/ Robert A. Spinner
---------------------------------
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert A. Spinner and Kenneth R. Hahn,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, 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 any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
2.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
------------------------------------- ---------------------------------- -------------
/s/ ROBERT A. SPINNER President, Chief Executive Officer March 7, 2002
------------------------------------- and Director (Principal Executive
ROBERT A. SPINNER Officer)
/s/ KENNETH R. HAHN Chief Financial Officer (Principal March 7, 2002
------------------------------------- Financial Officer)
KENNETH R. HAHN
/s/ SHARAM I. SASSON Chairman of the Board of Directors March 7, 2002
-------------------------------------
SHARAM I. SASSON
/s/ CHRISTOPHER D. BRENNAN Director March 7, 2002
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CHRISTOPHER D. BRENNAN
/s/ JOHN R. HUMMER Director March 7, 2002
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JOHN R. HUMMER
/s/ DAVID A. REED Director March 7, 2002
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DAVID A. REED
/s/ TED E. SCHLEIN Director March 7, 2002
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TED E. SCHLEIN
3.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1(1) Amended and Restated Certificate of Incorporation of Registrant.
4.2(1) Bylaws of Registrant.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP (Independent Auditors).
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is contained on the signature page.
99.1(1) Registrant's 1996 Stock Option Plan, as amended.
99.2(1) Registrant's 2000 Employee Stock Purchase Plan.
99.3(2) Registrant's 2000 Nonstatutory Stock Option Plan, as amended.
(1) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-90979),
as amended, declared effective by the Securities and Exchange Commission on
January 26, 2000.
(2) Filed as an exhibit to the Form S-8 Registration Statement (No. 333-45748)
and incorporated herein by reference.