As filed with the Securities and Exchange Commission on January 14, 2002
Registration No. 333-____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
eGAIN COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 77-0466366
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
714 E. Evelyn Avenue 94086
Sunnyvale, CA (Zip Code)
(Address of principal
executive offices)
eGain Communications Corporation
Amended and Restated 1998 Stock Plan
(Full title of plan)
Ashutosh Roy Copy to:
Chief Executive Officer Stanley F. Pierson, Esq.
eGain Communications Corporation Pillsbury Winthrop LLP
714 E. Evelyn Avenue 2550 Hanover Street
Sunnyvale, CA 94086 Palo Alto, CA 94304
(408) 737-7400 (650) 233-4500
(Name, address and telephone
number of agent for service)
--------------------------------- -----------------------------------
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of securities Amount to offering aggregate Amount of
to be registered/(1)/ be registered/(2)/ price per share/(3)/ offering price registration fee
--------------------------------------------------- ------------------ -------------------- ---------------- -----------------
Common Stock, par value $.001 per share: To be
issued under the eGain Communications Corporation
Amended and Restated 1998 Stock Plan 2,000,000 $1.50 $3,000,000 $717
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/(1)/ The securities to be registered include options to acquire Common Stock.
/(2)/ Calculated pursuant to General Instruction E on Form S-8.
/(3)/ Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act") solely for the purposes of calculating the
registration fee. The maximum offering price per share is based upon the average
of the high and low prices of the Registrant's Common Stock on January 7, 2002,
as reported on the Nasdaq Stock Market.
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
General Instruction E Information
This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating to the
same employee benefit plan is effective.
Registrant's Form S-8 Registration Statement filed with the Securities
and Exchange Commission on March 21, 2000 (File No. 333-32854) is hereby
incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this Registration
Statement:
(a) Registrant's Annual Report on Form 10-K for its fiscal year ended
June 30, 2001, filed with the Securities and Exchange Commission on September
28, 2001 and incorporated herein by reference.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year referred to in (a) above, covered by the Registration
document.
(c) The description of Registrant's Capital Stock contained in
Registrant's registration statement on Form 8-A, filed September 3, 1999
pursuant to Section 12(g) of the Exchange Act.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered 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.
Exhibits.
See Exhibit Index, which list of exhibits is incorporated herein by
reference.
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Sunnyvale, State of California, on the 14th day of
January, 2002.
eGAIN COMMUNICATIONS CORPORATION
By /s/ Ashutosh Roy
------------------------------
Ashutosh Roy
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ashutosh Roy, Gunjan Sinha, William
McGrath and Milind Kasbekar, and each of them, his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, 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 Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or their substitutes 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 below by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Ashutosh Roy Chief Executive Officer and Director January 14, 2002
-------------------------------------- (Principal Executive Officer)
Ashutosh Roy
/s/ Gunjan Sinha President and Director January 14, 2002
--------------------------------------
Gunjan Sinha
Name Title Date
---- ----- ----
/s/ Harpreet Grewal Chief Financial Officer (Principal January 14, 2002
---------------------------------------------- Financial Officer)
Harpreet Grewal
/s/ Milind Kasbekar Vice President-Finance and January 14, 2002
---------------------------------------------- Administration (Principal Accounting
Milind Kasbekar Officer)
/s/ David Brown Director January 14, 2002
----------------------------------------------
David Brown
/s/ Mark A. Wolfson Director January 14, 2002
----------------------------------------------
Mark A. Wolfson
/s/ Phiroz P. Darukhanavala Director January 14, 2002
----------------------------------------------
Phiroz P. Darukhanavala
INDEX TO EXHIBITS
Exhibit
No. Description
--------- ----------------------------------------------------------------
5.1 Opinion of Pillsbury Winthrop LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
24.1 Powers of Attorney (see Signature page).
99.1* eGain Communications Corporation Amended and Restated 1998 Stock
Plan.
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* Incorporated by reference to Exhibit 10.3 to Registrant's Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on
July 22, 1999 (File No. 333-83439).