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As filed with the Securities and Exchange Commission on October 9, 2001
REGISTRATION STATEMENT 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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FIREPOND, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 41-1462409
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
890 WINTER STREET
WALTHAM, MASSACHUSETTS 02451
(781) 487-8400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
FULL TITLE OF THE PLANS
1999 STOCK OPTION AND GRANT PLAN
KLAUS P. BESIER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
FIREPOND, INC.
890 WINTER STREET
WALTHAM, MASSACHUSETTS 02451
(781) 487-8400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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Title of Securities Being Registered Amounts to Proposed Maximum Proposed Maximum Amount of
be Offering Price Per Aggregate Offering Registration Fee
Registered Share (1) Price
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Common Stock, par value $.01 per share 5,000,000 $0.45 $2,250,000 $563.00
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(1) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act of 1933 solely for the purposes of determining the amount of the
registration fee. The registration fee is based upon the average of the
high and low prices for the Firepond's common stock, as reported on the
Nasdaq National Market on October 8, 2001.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 filed by Firepond, Inc.
("Firepond") relates to an additional 5,000,000 shares of Firepond common stock,
$.01 par value per share (the "Common Stock"), issuable pursuant to the
Firepond, Inc. 1999 Stock Option and Grant Plan (the "Plan"). Firepond
previously registered an aggregate of 3,000,000 shares of Common Stock for
issuance under the Plan under a Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on April 3, 2000 (File No. 333-33932)
(the "Initial Registration Statement"). Pursuant to General Instruction E to
Form S-8, the contents of the Initial Registration Statement are hereby
incorporated by reference into this Registration Statement, except as and to the
extent otherwise set forth herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION. *
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
* Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Firepond hereby incorporates by reference the following documents which
have previously been filed with the Securities and Exchange Commission:
(a) Firepond's Annual Report on Form 10-K for the fiscal year ended
October 31, 2000 filed with the Securities and Exchange Commission on
January 29, 2001 (File No. 0-29251);
(b) Firepond's Quarterly Report on Form 10-Q for the quarter ended January
31, 2001 filed with the Securities and Exchange Commission on March
19, 2001;
(c) Firepond's Quarterly Report on Form 10-Q for the quarter ended April
30, 2001 filed with the Securities and Exchange Commission on June 14,
2001;
(d) Firepond's Quarterly Report on Form 10-Q for the quarter ended July
31, 2001 filed with the Securities and Exchange Commission on
September 14, 2001;
(e) Firepond's current report on Form 8-K, filed with the Commission on
March 2, 2001;
(f) Firepond's current report on Form 8-K/A, filed with the Commission on
May 1, 2001;
(g) Firepond's current report on Form 8-K, filed with the Commission on
June 28, 2001; and
(h) the description of Firepond's Common Stock contained in the
Registration Statement on Form 8-A dated January 31, 2000 as filed
with the Securities and Exchange Commission on January 31, 2000
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by Firepond pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment hereto
that indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
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Item 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
Exhibits
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4.1 Third Amended and Restated Certificate of Incorporation of Firepond
(incorporated by reference to Exhibit 3.3 to the Firepond, Inc.
Registration Statement on Form S-1 (File No. 333-90911), as amended,
which was originally filed with the Securities and Exchange Commission
on November 12, 1999).
4.2 First Amended and Restated By-laws of Firepond (incorporated by
reference to Exhibit 3.5 to the Firepond, Inc. Registration Statement
on Form S-1 (File No. 333-90911), as amended, which was originally
filed with the Securities and Exchange Commission on November 12,
1999).
4.3 Specimen Certificate for Shares of Common Stock, par value $.01 per
share, of Firepond (incorporated by reference to Exhibit 4.1 to the
Firepond, Inc. Registration Statement on Form S-1 (File No.
333-90911), as amended, which was originally filed with the Securities
and Exchange Commission on November 12, 1999).
5.1 Opinion of McDermott, Will & Emery as to the legality of the
securities being offered.
23.1 Consent of McDermott, Will & Emery (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
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Pursuant to the requirements of the Securities Act, Firepond, Inc.
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 Waltham, Massachusetts on October 9, 2001
Firepond, Inc.
By: /s/ Klaus P. Besier
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Klaus P. Besier
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Klaus P. Besier and Paul K. McDermott
such person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for such period and in such person's 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 with
same, with all exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto each said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that any said attorney-in-fact and agent, or any
substitute or substitutes of any of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Klaus P. Besier Chairman, Chief Executive Officer, October 9, 2001
--------------------------------------- and Director (Principal Executive Officer)
Klaus P. Besier
/s/ Paul K. McDermott Chief Financial Officer and Vice President October 9, 2001
--------------------------------------- of Finance and Administration (Principal Financial
Paul K. McDermott and Accounting Officer)
/s/ Paul R. Butare Director October 9, 2001
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Paul R. Butare
Director October __, 2001
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J. Michael Cline
/s/ William O. Grabe Director October 9, 2001
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William O. Grabe
/s/ Gerhard Schulmeyer Director October 9, 2001
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Gerhard Schulmeyer
/s/ Larry Weber Director October 9, 2001
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Larry Weber
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EXHIBIT INDEX
Exhibits
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4.1 Third Amended and Restated Certificate of Incorporation of Firepond
(incorporated by reference to Exhibit 3.3 to the Firepond, Inc.
Registration Statement on Form S-1 (File No. 333-90911), as amended,
which was originally filed with the Securities and Exchange Commission
on November 12, 1999).
4.2 First Amended and Restated By-laws of Firepond (incorporated by
reference to Exhibit 3.5 to the Firepond, Inc. Registration Statement
on Form S-1 (File No. 333-90911), as amended, which was originally
filed with the Securities and Exchange Commission on November 12,
1999).
4.3 Specimen Certificate for Shares of Common Stock, par value $.01 per
share, of Firepond (incorporated by reference to Exhibit 4.1 to the
Firepond, Inc. Registration Statement on Form S-1 (File No.
333-90911), as amended, which was originally filed with the Securities
and Exchange Commission on November 12, 1999).
5.1 Opinion of McDermott, Will & Emery as to the legality of the
securities being offered.
23.1 Consent of McDermott, Will & Emery (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
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