-----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, HKnIGmUMLeAetzwHMo5bDX2Abcdu6v/ngG0GcE6XHPfBGXkYky2NVZVCkXqBrFnc Rte8DZAL/3qM13bXi//UJw== 0000891618-00-000211.txt : 20000202 0000891618-00-000211.hdr.sgml : 20000202 ACCESSION NUMBER: 0000891618-00-000211 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 4 333-94033 FILED AS OF DATE: 20000121 EFFECTIVENESS DATE: 20000121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E PIPHANY INC CENTRAL INDEX KEY: 0001089613 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 770443392 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-95165 FILM NUMBER: 510965 BUSINESS ADDRESS: STREET 1: 2300 GENG ROAD STREET 2: SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 6504962430 S-1MEF 1 FILED PURSUANT TO FORM 462(B) 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 2000 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ E.PIPHANY, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 7372 77-0443392 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
1900 SOUTH NORFOLK STREET, SUITE 310 SAN MATEO, CALIFORNIA 94403 (650) 356-3800 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ROGER S. SIBONI CHIEF EXECUTIVE OFFICER 1900 SOUTH NORFOLK STREET, SUITE 310 SAN MATEO, CALIFORNIA 94403 (650) 356-3800 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: AARON J. ALTER, ESQ. WILLIAM D. SHERMAN, ESQ. N. ANTHONY JEFFRIES, ESQ. CORI M. ALLEN, ESQ. BRADLEY L. FINKELSTEIN, ESQ. COREY A. LEVENS, ESQ. DAVID R. BOWMAN, ESQ. YANPING CAO, ESQ. ALICIA MORGA, ESQ. MORRISON & FOERSTER LLP WILSON SONSINI GOODRICH & ROSATI 755 PAGE MILL ROAD PROFESSIONAL CORPORATION PALO ALTO, CALIFORNIA 94304 650 PAGE MILL ROAD (650) 813-5600 PALO ALTO, CALIFORNIA 94304 (650) 493-9300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-94033 CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------ PROPOSED MAXIMUM TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $.0001 per share................... 805,000 $178.50 $143,692,500 $37,935 - ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------
(1) Includes 105,000 shares of Common Stock issuable upon exercise of the underwriters' over-allotment option. (2) Calculated in accordance with Rule 457(a) of the Securities Act of 1933, as amended, based on the public offering price of $178.50 per share. THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 333-94033) of E.piphany, Inc., as amended, which was declared effective by the Securities and Exchange Commission on January 20, 2000. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on the 21st day of January, 2000. E.PIPHANY, INC. By: /s/ ROGER S. SIBONI ---------------------------------------- Roger S. Siboni President and Chief Executive Officer 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 below.
SIGNATURE TITLE DATE --------- ----- ---- /s/ ROGER S. SIBONI President, Chief Executive Officer and January 21, 2000 - ----------------------------------------------------- Director (Principal Executive Officer) Roger S. Siboni * Chief Financial Officer (Principal January 21, 2000 - ----------------------------------------------------- Financial and Accounting Officer) Kevin J. Yeaman * Director January 21, 2000 - ----------------------------------------------------- Paul M. Hazen * Director January 21, 2000 - ----------------------------------------------------- Robert L. Joss * Director January 21, 2000 - ----------------------------------------------------- Sam H. Lee * Director January 21, 2000 - ----------------------------------------------------- Douglas J. Mackenzie *By: /s/ ROGER S. SIBONI - ----------------------------------------------------- Roger S. Siboni Attorney-in-Fact
4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 23.1 Consent of Arthur Andersen LLP, Independent Public Accountants. 23.2 Consent of KPMG LLP. 23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
EX-5.1 2 EXHIBIT 5.1 1 EXHIBIT 5.1 [WILSON SONSINI GOODRICH & ROSATI LETTERHEAD] January 21, 2000 E.piphany, Inc. 1900 South Norfolk Street, Suite 310 San Mateo, CA 94403 Ladies and Gentlemen: We have examined the Registration Statement on Form S-1, filed by you with the Securities and Exchange Commission (the "Commission") on January 21, 2000 (the "Registration Statement") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act") and relating to the Registration Statement on Form S-1, Commission File No. 333-94033 (the "Initial Registration Statement") filed you with the Commission in connection with the registration under the Act of up to an aggregate of 4,255,000 shares of your Common Stock (the "Shares") (including shares registered on the Initial Registration Statement). The Shares consist of 1,993,864 newly issued shares to be sold by you (the "Primary Shares"), 1,706,136 outstanding shares to be sold by the selling stockholders indicated in the Registration Statement, and an over-allotment option granted to the underwriters and the offering to purchase up to 355,000 newly issued shares to be sold by you (the "Company Overallotment Shares") and the remainder to be sold by certain selling stockholders (the Primary Shares and the Company Overallotment Shares shall be collectively be referred to herein as the "Company Shares"). We understand that the Shares are to be sold to the underwriters of the offering for resale to the public as described in the Registration Statement. As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sales and issuance of the Company Shares. It is our opinion that upon completion of the proceedings being taken or contemplated to be taken by you, and by us, as your counsel, prior to the issuance of the Company Shares, including the proceedings being taken in order to permit such transactions to be carried out in accordance with the applicable securities laws of the various states where required, the Company Shares, when issued and sold in the manner described in the Registration Statement and in accordance with the resolutions adopted by the Board of Directors of the Company, will be duly authorized, legally and validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and any amendment thereto. Sincerely, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ WILSON SONSINI GOODRICH & ROSATI EX-23.1 3 EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report (and to all references to our Firm) included in or made a part of this registration statement. /s/ Arthur Andersen LLP San Jose, California January 20, 2000 EX-23.2 4 EXHIBIT 23.2 1 EXHIBIT 23.2 The Board of Directors E.piphany, Inc. We consent to the use of our report dated September 10, 1999 on the consolidated financial statements of RightPoint Software, Inc. and subsidiary as of June 30, 1998 and 1999, and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the years then ended included herein and to the reference herein to our firm under the headings "Experts" and "Change in Independent Public Accountants" in the prospectus. /s/ KPMG LLP Mountain View, California January 20, 2000 -----END PRIVACY-ENHANCED MESSAGE-----