-----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, TvVz0cMMQ0qg8KIIjCB2sL1fiXj4/AVucPKbkQmn+0PmRs9g+uJhy6tWGTuvrw82 tVQl7d8L6MVQcIXz/ZQPHA== 0000891618-00-002950.txt : 20000518 0000891618-00-002950.hdr.sgml : 20000518 ACCESSION NUMBER: 0000891618-00-002950 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000517 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: POS AM SEC ACT: SEC FILE NUMBER: 333-94033 FILM NUMBER: 638987 BUSINESS ADDRESS: STREET 1: 1900 SOUTH NORFOLK STREET STREET 2: SUITE 310 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 6504962430 POS AM 1 POST EFFECTIVE AMENDMENT #1 TO FORM S-1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2000 REGISTRATION NO. 333-94033 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO 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. WILSON SONSINI GOODRICH & ROSATI MORRISON & FOERSTER LLP PROFESSIONAL CORPORATION 755 PAGE MILL ROAD 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304 PALO ALTO, CA 94304 (650) 813-5600 (650) 493-9300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: JANUARY 20, 2000 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. [ ] 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, CHECK THE FOLLOWING BOX. [ ] ================================================================================ 2 EXPLANATORY NOTE This Registration Statement was declared effective by the Securities and Exchange Commission on January 20, 2000. The Registration Statement registered 4,225,000 shares of Common Stock, $0.0001 par value per share, of E.piphany, 2,234,706 of which were to be offered by E.piphany and 2,020,294 of which were offered by selling stockholders, including an aggregate of 555,000 shares which were subject to an option to purchase, for period of 30 days following January 20, 2000, up to 550,000 shares, of which 240,842 were to be offered by E.piphany and 314,158 shares were to be offered by selling stockholders, solely for the purpose of covering over-allotments, granted to the Underwriters pursuant to the Underwriting Agreement and further described in the section entitled "Underwriting" in the prospectus of which this registration forms a part. On January 20, 2000, E.piphany and the selling stockholders commenced the sale of 3,700,000 of such shares, of which 1,993,864 shares were sold by E.piphany and 1,706,136 were sold by selling stockholders, to the Underwriters listed in the section entitled "Underwriting." On February 15, 2000, the Underwriters, pursuant to the exercise in part of the over-allotment option purchased an aggregate of 418,500 shares, of which 104,342 were from E.piphany and 314,158 were from selling stockholders. The remainder of the overallotment option expired by its terms with respect to the remaining 136,500 shares. Accordingly, the Registration Statement is hereby amended to reduce the number of shares registered by 136,500 shares to reflect the expiration of such option. 2 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 16TH day of May, 2000. E.PIPHANY, INC. By: /s/ KEVIN J. YEAMAN -------------------------------------- Kevin J. Yeaman Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, 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 below:
SIGNATURE TITLE DATE --------- ----- ---- * President, Chief Executive Officer and May 16, 2000 - --------------------------------------------- Director (Principal Executive Officer) Roger S. Siboni * Chief Financial Officer (Principal May 16, 2000 - --------------------------------------------- Financial and Accounting Officer) Kevin J. Yeaman * Director May 16, 2000 - --------------------------------------------- Paul M. Hazen * Director May 16, 2000 - --------------------------------------------- Robert L. Joss * Director May 16, 2000 - --------------------------------------------- Sam H. Lee * Director May 16, 2000 - --------------------------------------------- Douglas J. Mackenzie Director May 16, 2000 - --------------------------------------------- Gayle Crowell By: /s/ KEVIN J. YEAMAN ----------------------------------------- Kevin J. Yeaman Attorney-in-Fact
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