S-8 1 ds8.htm FORM S-8 Form S-8
 
As filed with the Securities and Exchange Commission on January 15, 2003
Registration No. 333-                
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
 
 
PLUMTREE SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)
 
 
Delaware
  
500 Sansome Street
San Francisco, CA 94111
  
94-3249110
(State or other jurisdiction of
incorporation or organization)
  
(Address of principal executive offices)
  
(I.R.S. Employer
Identification Number)
 
 
2002 Stock Plan
2002 Employee Stock Purchase Plan
(Full title of the plan)
 
 
John H. Kunze
President and Chief Executive Officer
PLUMTREE SOFTWARE, INC.
500 Sansome Street
San Francisco, CA 94111
(Name and address of agent for service)
 
 
(415) 263-8900
(Telephone number, including area code, of agent for service)
 
 
Copies to:
 
Kurt J. Berney, Esq.
Caine T. Moss, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
 
 
CALCULATION OF REGISTRATION FEE
 
Title of Securities to be Registered
   
Amount to be Registered
     
Proposed
Maximum
Offering Price
Per Share
     
Proposed Maximum Aggregate Offering Price
     
Amount of
Registration Fee
Common Stock, $0.001 par value, available for issuance under the 2002 Stock Plan
   
1,471,633
     
$
 2.80 
(1)
   
$
 4,120,572
     
$
379
Common Stock, $0.001 par value, available for issuance under the 2002 Employee Stock Purchase Plan
   
  588,653
     
$
 2.80 
(1)
   
$
 1,648,228
     
$
152
TOTAL
   
2,060,286
              
$
 5,768,800
     
$
531
(1)
 
Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee, based on the average of the high and low price per share of the common stock as reported on the Nasdaq National Market on January 14, 2003.
 

 
PLUMTREE SOFTWARE, INC.
 
REGISTRATION STATEMENT ON FORM S-8
 
Statement Under General Instruction E – Registration of Additional Securities
 
The Registrant filed Amendment No. 4 to the Registration Statement on Form S-1 with the Securities and Exchange Commission on or about January 18, 2002 (SEC File No. 333-45950) (“Amendment No. 4”). The Registrant’s 2002 Stock Plan and 2002 Employee Stock Purchase Plan were filed as exhibits to Amendment No. 4. This Registration Statement registers additional shares of the Registrant’s Common Shares to be issued pursuant to the 2002 Stock Plan and 2002 Employee Stock Purchase Plan. The contents of Amendment No. 4, including periodic reports that the Registrant filed, or that it will file, after Amendment No. 4 to maintain current information about the Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 8.  Exhibits.
 
Exhibit
Number
     
4.1*
   
2002 Stock Plan
4.2*
   
2002 Employee Stock Purchase Plan
5.1
   
Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1
   
Consent of Independent Auditors
23.2
   
Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit 5.1)
25.1
   
Power of Attorney (included on the signature page to this Registration Statement)
 
* Documents incorporated by reference to the Registrant’s Registration Statement on Form S-1, as amended (No. 333-45950).
 

SIGNATURES
 
Pursuant to the requirements of the Securities Act, 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 San Francisco, State of California, on this 15th day of January, 2003.
 
PLUMTREE SOFTWARE, INC.
By:
  
/s/ John H. Kunze
   
John H. Kunze
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John H. Kunze, Eric Borrmann and Greg Wharton, and each of them acting individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
 
Signature
   
Title
  
Date
/s/ John H. Kunze
John H. Kunze
   
President, Chief Executive Officer and Director (Principal Executive Officer)
  
January 15, 2003
/s/ Eric Borrmann
Eric Borrmann
   
Chief Financial Officer (Principal Financial and Accounting Officer)
  
January 15, 2003
/s/ John Dillon
John Dillon
   
Director
  
January 15, 2003
/s/ Rupen Dolasia
Rupen Dolasia
   
Director
  
January 15, 2003
/s/ Pierre Lamond
Pierre Lamond
   
Director
  
January 15, 2003
/s/ Bernard Whitney
Bernard Whitney
   
Director
  
January 15, 2003

 
INDEX TO EXHIBITS
 
Exhibit Number
   
Description
4.1*
   
2002 Stock Plan
4.2*
   
2002 Employee Stock Purchase Plan
5.1
   
Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1
   
Consent of Independent Auditors
23.2
   
Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit 5.1)
25.1
   
Power of Attorney (included on the signature page to this Registration Statement)
 
* Documents incorporated by reference to the Registrant’s Registration Statement on Form S-1, as amended (No. 333-45950).