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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 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 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.................. 750,000 shares $0.48 (1) $360,000(1) $1,200
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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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STATEMENT OF INCORPORATION BY REFERENCE
This Form S-8 Registration Statement is filed pursuant to General
Instruction E for the purpose of registering 750,000 additional shares of common
stock, par value $0.01 per share ("Common Stock"), and the associated 750,000
additional preferred stock purchase rights ("Rights") of eLoyalty Corporation
(the "Registrant"), issuable pursuant to the eLoyalty Corporation 1999 Employee
Stock Purchase 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 500,000 to 1,250,000 (the
"Amendment"). The contents of the Registrant's previously filed Form S-8
Registration Statement (File No. 333-96473) (the "Registration Statement"), as
filed with the Securities and Exchange Commission (the "Commission") on February
9, 2000, and amended by Post-Effective Amendment No. 1 to the Registration
Statement, as filed with the Commission on February 14, 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
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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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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
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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
* 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
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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