-----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, PsR7OVuB39Ry6nNcHoDp0WILGpZzvDnzYYljsrxUZZhYVRA+VxlUJLgdlXJ6cJoc fwLP/croO4sw28LESsyp+A== 0000891618-99-001626.txt : 19990420 0000891618-99-001626.hdr.sgml : 19990420 ACCESSION NUMBER: 0000891618-99-001626 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-74685 FILED AS OF DATE: 19990416 EFFECTIVENESS DATE: 19990416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCUR TECHNOLOGIES INC CENTRAL INDEX KEY: 0001066026 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 911608052 STATE OF INCORPORATION: WA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-76509 FILM NUMBER: 99596421 BUSINESS ADDRESS: STREET 1: 6222 185TH AVE NE CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 4257028808 MAIL ADDRESS: STREET 1: 6222 185TH AVE NE CITY: REDMOND STATE: WA ZIP: 98052 FORMER COMPANY: FORMER CONFORMED NAME: PORTABLE SOFTWARE CORP DATE OF NAME CHANGE: 19980714 S-1MEF 1 FORM S-1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONCUR TECHNOLOGIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 7372 91-1608052 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
6222 185TH AVENUE NE REDMOND, WASHINGTON 98052 (425) 702-8808 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) S. STEVEN SINGH PRESIDENT AND CHIEF EXECUTIVE OFFICER 6222 185TH AVENUE NE REDMOND, WASHINGTON 98052 (425) 702-8808 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: MATTHEW P. QUILTER, ESQ. CURTIS L. MO, ESQ. HORACE L. NASH, ESQ. PATRICIA MONTALVO TIMM, ESQ. KEVIN S. CHOU, ESQ. ANGENETTE LYNCH, ESQ. FENWICK & WEST LLP BROBECK, PHLEGER & HARRISON LLP TWO PALO ALTO SQUARE TWO EMBARCADERO PLACE PALO ALTO, CALIFORNIA 94306 2200 GENG ROAD (650) 494-0600 PALO ALTO, CALIFORNIA 94303 (650) 424-0160
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. 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, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-74685 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.001 per share.............................. 230,000 $43.50 $10,005,000 $2,782 - ----------------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------------
(1) Includes 30,000 shares that the Underwriters have the option to purchase to cover over-allotments, if any. (2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the amount of the registration fee. ------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE This registration statement is being filed pursuant to Rule 462(b) and General Instruction V of Form S-1. Incorporated by reference herein is, in its entirety, the Registration Statement on Form S-1 (File No. 333-74685) of Concur Technologies, Inc., which was declared effective by the Securities and Exchange Commission on April 15, 1999. 3 SIGNATURES Pursuant to the requirements of the Securities Act, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redmond, State of Washington, on the 16th day of April, 1999. CONCUR TECHNOLOGIES, INC. By: /s/ S. STEVEN SINGH ------------------------------------ S. Steven Singh President, Chief Executive Officer and Director 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.
NAME TITLE DATE ---- ----- ---- /s/ S. STEVEN SINGH President, Chief Executive Officer April 16, 1999 - ------------------------------------------------ and Director (principal executive S. Steven Singh officer) /s/ STERLING R. WILSON Chief Financial Officer and April 16, 1999 - ------------------------------------------------ Executive Vice President of Sterling R. Wilson Operations (principal financial officer and principal accounting officer) MICHAEL W. HILTON* Chairman of the Board of Directors April 16, 1999 - ------------------------------------------------ and Chief Technical Officer Michael W. Hilton JEFFREY D. BRODY* Director April 16, 1999 - ------------------------------------------------ Jeffrey D. Brody NORMAN A. FOGELSONG* Director April 16, 1999 - ------------------------------------------------ Norman A. Fogelsong RUSSELL P. FRADIN* Director April 16, 1999 - ------------------------------------------------ Russell P. Fradin EDWARD P. GILLIGAN* Director April 16, 1999 - ------------------------------------------------ Edward P. Gilligan MICHAEL J. LEVINTHAL* Director April 16, 1999 - ------------------------------------------------ Michael J. Levinthal JAMES D. ROBINSON III* Director April 16, 1999 - ------------------------------------------------ James D. Robinson III *By: /s/ STERLING R. WILSON -------------------------------------------- Sterling R. Wilson Attorney-in-Fact
4 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION OF DOCUMENT PAGE - ------- ------------------------------------------------------------ ------------ 5.01 Opinion of Fenwick & West LLP............................... 23.01 Consent of Ernst & Young LLP, Independent Auditors..........
EX-5.01 2 OPINION OF FENWICK & WEST LLP 1 Exhibit 5.01 April 16, 1999 Concur Technologies, Inc. 6222 185th Avenue NE Redmond, Washington 98052 Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-1 filed by you with the Securities and Exchange Commission (the "COMMISSION") on or about April 16, 1999, (the "REGISTRATION STATEMENT") in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 3,100,000 shares of the Common Stock (the "STOCK") of Concur Technologies, Inc., a Delaware corporation (the "COMPANY"), 2,018,620 of which shares will be issued and sold by the Company and 1,081,380 of which shares are presently issued and outstanding and will be sold by certain selling stockholders named in the Registration Statement (the "SELLING STOCKHOLDERS"). In rendering this opinion, we have examined the following: (1) the Registration Statement, together with the Exhibits filed as a part thereof; (2) the Prospectus prepared in connection with the Registration Statement; (3) the Form 8-A for Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 filed with the Commission on December 7, 1998; (4) the minutes of meetings and actions by written consent of the stockholders and Board of Directors of the Company that are contained in your minute books and the minute books of your predecessor, Concur Technologies, Inc., a Washington corporation ("CONCUR WASHINGTON"), that are in our possession; (5) the stock records for both the Company and Concur Washington that have been provided to us (consisting of a list of stockholders and a list of option and warrant holders respecting the Company's capital stock and of any rights to purchase capital stock that were prepared by you); (6) a Management Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual and other representations; (7) the Letter of Transmittal and Custody Agreement and the Irrevocable Power of Attorney signed by the Selling Stockholders in connection with the sale of the Stock described in the Registration Statement; and (8) the agreements under which the Selling Stockholders acquired the shares of Common Stock to be sold by them in connection with the Registration Statement. In addition, we have verified with your transfer agent that the number of shares of Common Stock outstanding does not exceed 18,000,000 shares. 2 Concur Technologies, Inc. April 16, 1999 Page 2 In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the legal capacity of all natural persons executing the same, the lack of any undisclosed terminations, modifications, waivers or amendments to any documents reviewed by us and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from records included in the documents referred to above. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters; however, we are not aware of any facts that would cause us to believe that the opinion expressed herein is not accurate. We are admitted to practice law in the State of California, and we express no opinion herein with respect to the application or effect of the laws of any jurisdiction other than the existing laws of the United States of America, the currently effective Delaware General Corporation Law (without reference to case law or secondary sources) and the existing laws of the State of California. Based upon the foregoing, it is our opinion that the 1,081,380 shares of the Stock to be sold by the Selling Stockholders pursuant to the Registration Statement are validly issued, fully paid and nonassessable and that the 2,018,620 shares of the Stock to be issued and sold by the Company, when issued and sold in the manner referred to in the relevant Prospectus associated with the Registration Statement, will be validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto. This opinion speaks only as of its date and we assume no obligation to update this opinion should circumstances change after the date hereof. This opinion is intended solely for your use as an exhibit to the Registration Statement for the purpose of the above sale of the Stock and is not to be relied upon for any other purpose. Very truly yours, /s/ FENWICK & WEST LLP FENWICK & WEST LLP EX-23.01 3 CONSENT OF ERNST & YOUNG LLP 1 Exhibit 23.01 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement (Form S-1) filed pursuant to Rule 462(b) of the Securities and Exchange Act of 1933, as amended, the reference to our firm under the captions "Selected Consolidated Financial Data" and "Experts" and of our report dated October 27, 1998 (except Note 18, as to which the date is December 9, 1998) relative to the consolidated financial statements of Concur Technologies, Inc. (the Company) and our report dated August 14, 1998 relative to the financial statements of 7Software included in the Company's Registration Statement (Form S-1, No. 333-74685) and the related Prospectus of the Company for the registration of 3,100,000 shares of common stock, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP ERNST & YOUNG LLP Seattle, Washington April 16, 1999 -----END PRIVACY-ENHANCED MESSAGE-----