AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2002
REGISTRATION NO. 333-68540
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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eLOYALTY CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 36-4304577
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
150 FIELD DRIVE
SUITE 250 60045
LAKE FOREST, ILLINOIS (Zip Code)
(Address of Principal Executive Offices)
eLOYALTY CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED AND RESTATED AS OF FEBRUARY 28, 2001)
(Full Title of the Plan)
KELLY D. CONWAY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
eLOYALTY CORPORATION
150 FIELD DRIVE
SUITE 250
LAKE FOREST, ILLINOIS 60045
(Name and Address of Agent for Service)
(847) 582-7000
(Telephone Number, Including Area Code, of Agent for Service)
COPIES TO:
M. FINLEY MAXSON ROBERT S. WERT
WINSTON & STRAWN VICE PRESIDENT AND GENERAL COUNSEL
35 WEST WACKER DRIVE eLOYALTY CORPORATION
CHICAGO, ILLINOIS 60601 150 FIELD DRIVE, SUITE 250
(312) 558-5600 LAKE FOREST, ILLINOIS 60045
(847) 582-7000
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
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Common Stock, $0.01 par value per share.................. 750,000 shares $0.48 (1) $360,000(1) $90
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Preferred Stock Purchase Rights.......................... 750,000 rights (2) (2) (2)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) and (c) under the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices reported
for shares of Common Stock of the Registrant on the Nasdaq National Market
on August 23, 2001.
(2) The preferred stock purchase rights initially are attached to and trade
with the shares of common stock registered hereby. The value attributable
to such rights, if any, is reflected in the market price of the common
stock.
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PURPOSE OF AMENDMENT
This Post Effective Amendment No. 1 to Form S-8 Registration Statement
is being filed solely for the purpose of restating the amount of registration
fee paid by eLoyalty Corporation (the "Registrant"), in connection with the
filing of the Registrant's Form S-8 Registration Statement (File No. 333-68540)
(the "Registration Statement") on August 28, 2001. The contents of the
Registrant's previously filed Form S-8 Registration Statement (File No.
333-96473), as filed with the Securities and Exchange Commission (the
"Commission") on February 9, 2000 and amended by Post-Effective Amendment No. 1
thereto, as filed with the Commission on February 14, 2000, and the Registration
Statement are incorporated herein by reference to the extent not otherwise
amended or superseded by the contents hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Post Effective
Amendment No. 1 to Registration Statement:
Exhibit No. Description
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4.1 Certificate of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-94293))
4.2 Certificate of Designation of Series A Junior Participating
Preferred Stock of the Registrant (incorporated herein by
reference to Exhibit 4.2 to Amendment No. 1 to the
Registrant's Registration Statement on Form 8-A, filed with
the Securities and Exchange Commission (the "Commission")
on March 24, 2000 (File No. 0-27975))
4.3 Rights Agreement, dated as of March 17, 2000, between the
Registrant and ChaseMellon Shareholder Services, L.L.C., as
rights agent (incorporated herein by reference to Exhibit
4.1 to Amendment No. 1 to the Registrant's Registration
Statement on Form 8-A, filed with the Commission on March
24, 2000 (File No. 0-27975))
4.4 By-laws of the Registrant (incorporated herein by reference
to Exhibit 3.2 to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-94293))
4.5 eLoyalty Corporation 1999 Employee Stock Purchase Plan (as
Amended and Restated as of February 28, 2001) (incorporated
herein by reference to Exhibit 10.16 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 30, 2000 (File No. 0-27975))
5.1* Opinion of Winston & Strawn as to the legality of the
securities being registered
23.1* Consent of PricewaterhouseCoopers LLP
23.2* Consent of Winston & Strawn (included as part of Exhibit
5.1)
24.1* Power of Attorney from Tench Coxe, Director
24.2* Power of Attorney from Jay C. Hoag, Director
24.3* Power of Attorney from John T. Kohler, Director
24.4* Power of Attorney from Michael J. Murray, Director
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* Previously filed.
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 POST
EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF LAKE FOREST, STATE
OF ILLINOIS, ON FEBRUARY 25, 2002.
eLOYALTY CORPORATION
By: /s/ KELLY D. CONWAY
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Kelly D. Conway
President and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED AS OF FEBRUARY 25, 2002.
SIGNATURE TITLE
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/s/ KELLY D. CONWAY Director, President and Chief Executive Officer
------------------------------------------------ (Principal Executive Officer)
Kelly D. Conway
/s/ TIMOTHY J. CUNNINGHAM Senior Vice President, Chief Financial Officer and
------------------------------------------------ Corporate Secretary
Timothy J. Cunningham (Principal Financial Officer and Principal Accounting Officer)
* Director
------------------------------------------------
Tench Coxe
* Director
------------------------------------------------
Jay C. Hoag
* Director
------------------------------------------------
John T. Kohler
* Director
------------------------------------------------
Michael J. Murray
*By: /s/ TIMOTHY J. CUNNINGHAM
------------------------------------------------
Timothy J. Cunningham, Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Certificate of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-94293))
4.2 Certificate of Designation of Series A Junior Participating
Preferred Stock of the Registrant (incorporated herein by
reference to Exhibit 4.2 to Amendment No. 1 to the
Registrant's Registration Statement on Form 8-A, filed with
the Securities and Exchange Commission (the "Commission")
on March 24, 2000 (File No. 0-27975))
4.3 Rights Agreement, dated as of March 17, 2000, between the
Registrant and ChaseMellon Shareholder Services, L.L.C., as
rights agent (incorporated herein by reference to Exhibit
4.1 to Amendment No. 1 to the Registrant's Registration
Statement on Form 8-A, filed with the Commission on March
24, 2000 (File No. 0-27975))
4.4 By-laws of the Registrant (incorporated herein by reference
to Exhibit 3.2 to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-94293))
4.5 eLoyalty Corporation 1999 Employee Stock Purchase Plan (as
Amended and Restated as of February 28, 2001) (incorporated
herein by reference to Exhibit 10.16 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 30, 2000 (File No. 0-27975))
5.1* Opinion of Winston & Strawn as to the legality of the
securities being registered
23.1* Consent of PricewaterhouseCoopers LLP
23.2* Consent of Winston & Strawn (included as part of Exhibit
5.1)
24.1* Power of Attorney from Tench Coxe, Director
24.2* Power of Attorney from Jay C. Hoag, Director
24.3* Power of Attorney from John T. Kohler, Director
24.4* Power of Attorney from Michael J. Murray, Director
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* Previously filed.