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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 2001
REGISTRATION 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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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
Incorporation or Organization) Identification No.)
150 FIELD DRIVE
SUITE 250 60045
LAKE FOREST, ILLINOIS (Zip Code)
(Address of Principal Executive Offices)
eLOYALTY CORPORATION 2000 STOCK INCENTIVE 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 DEIDRA D. GOLD
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.....400,000 shares $0.48 (1) $192,000(1) $640
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Preferred Stock Purchase Rights.............400,000 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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STATEMENT OF INCORPORATION BY REFERENCE
This Form S-8 Registration Statement is filed pursuant to
General Instruction E for the purpose of registering 400,000 additional shares
of common stock, par value $0.01 per share ("Common Stock"), and the associated
400,000 additional preferred stock purchase rights ("Rights") of eLoyalty
Corporation (the "Registrant"), issuable pursuant to the eLoyalty Corporation
2000 Stock Incentive Plan (the "Plan"). On February 28, 2001, the Board of
Directors of the Registrant approved an amendment to the Plan to increase each
of the total number of shares of Common Stock and associated Rights of the
Registrant available for issuance under the Plan from 2,400,000 to 2,800,000
(the "Amendment"). The contents of the Registrant's previously filed Form S-8
Registration Statement (File No. 333-42284), as filed with the Securities and
Exchange Commission on July 26, 2000, 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 Registration
Statement:
Exhibit No. Description
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 2000 Stock Incentive Plan (as
Amended and Restated as of February 28, 2001)
(incorporated herein by reference to Exhibit 10.15 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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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 LAKE FOREST, STATE OF ILLINOIS, ON AUGUST 27,
2001.
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 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AS OF AUGUST 27, 2001.
SIGNATURE TITLE
/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
* Director
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Tench Coxe
* Director
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Jay C. Hoag
* Director
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John T. Kohler
* Director
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Michael J. Murray
*By: /s/ TIMOTHY J. CUNNINGHAM
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Timothy J. Cunningham, Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit No. Description
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 2000 Stock Incentive Plan (as Amended and
Restated as of February 28, 2001) (incorporated herein by
reference to Exhibit 10.15 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