Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 99 509K
2: EX-3.1 Amended & Restated Certificate 7 30K
3: EX-3.2 Amended & Restated Bylaws 21 98K
4: EX-3.3 Amended & Restated Certification of Incorporation 20 85K
5: EX-3.4 Certificate of Correction 2 13K
6: EX-3.5 Bylaws of Replicase, Inc. 13 60K
7: EX-4.2 Registration Rights Agreement, Date June 22, 1998 16 68K
8: EX-4.3 Amended & Restated Reg. 15 75K
9: EX-4.4 Warrant Agreement, Dated July 12, 1999 11 66K
10: EX-4.5 Warrant Agreement, Dated Oct. 27, 1998 11 69K
11: EX-4.6 Warrant Agreement, Dated Oct. 27, 1998 12 69K
12: EX-4.7 Warrant Agreement, Dated Oct. 27, 1998 12 68K
13: EX-4.8 Letter of Comdisco 2± 13K
14: EX-4.9 Warrant Agreement to Purchase (Excite) 12 58K
15: EX-10.1 Registrant's 1998 Stock Option Plan 25 97K
24: EX-10.10 Employment Agreement, Brian M. Beattie 5 27K
25: EX-10.11 Employment Agreement, Jim Hilbert 5 25K
26: EX-10.12 Employment Agreement, Lucille Hoger 5 25K
27: EX-10.14 Sublease Agreement 11 51K
28: EX-10.15 Enterprise License Agreement, Dated May 27, 1999 11 55K
29: EX-10.16 Amend. #1 to Enterprise License Agreement 3 24K
16: EX-10.2 Registrant's 2000 Omnibus Equity Incentive Plan 39 153K
17: EX-10.3 Registrant's 2000 Employee Stock Plan 12 58K
18: EX-10.4 Form of Directors' & Officers' Indemnification 7 40K
19: EX-10.5 Employment Agreement, Tony Rodoni 3 18K
20: EX-10.6 Employment Letter, Michael O'Rourke 4 20K
21: EX-10.7 Employment Agreement, Radha R. Basu 5 27K
22: EX-10.8 Employment Letter, Scott Dale 8 38K
23: EX-10.9 Employment Agreement, Cadir Lee 8 38K
30: EX-23.1 Consent of Ernst & Young LLP 1 10K
31: EX-27.1 Financial Data Schedule 2 12K
EX-10.16 — Amend. #1 to Enterprise License Agreement
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EXHIBIT 10.16
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.
AMENDMENT NO. 1 TO Enterprise license agreement
This Amendment No. 1 to Enterprise License Agreement (this "Amendment") is
---------
entered into as of September ___, 1999 (the "Effective Date") by and between
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Tioga Systems, Inc., a Delaware corporation ("Tioga"), and Bear Stearns & Co.,
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Inc., a Delaware corporation ("Bear Stearns").
------------
Whereas, the parties desire to amend the Enterprise License Agreement
by and between the parties dated as of May 27, 1999 (the "Agreement") as set
forth in this Amendment;
NOW THEREFORE, in consideration of the mutual covenants set forth
herein, the parties agree as follows:
1. Unless otherwise specifically defined herein, the capitalized terms in
this Amendment have the definitions set forth in the Agreement.
2. Except as expressly amended by this Amendment, the terms and conditions
of the Agreement remain in full force and effect.
3. The Agreement, as amended, and this Amendment together constitute the
entire agreement between the parties concerning its subject matter, and
supercede any prior or contemporaneous agreements whether written or
oral. In the event of any conflict or inconsistency between the
Agreement and this Amendment, this Amendment shall prevail and control.
4. The Agreement is hereby amended by adding an Exhibit E & F attached
hereto.
5. This Amendment may be amended or modified only by a subsequent writing
signed by both parties to this Amendment. If any provision of this
Amendment is declared invalid, illegal or unenforceable, such provision
shall be severed and all remaining provision shall continue in full
force and effect. This Amendment may be executed in counterparts, each
of which shall be an original as against any party whose signature
appears on such counterpart and all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute and deliver this Amendment as of the Effective Date
set forth above.
[Download Table]
Bear, Stearns & Co. Inc. Tioga Systems, Inc.
--------------------------------------- -------------------------------------
/s/ Geryl W. Darington /s/ Robert Amaral Jr.
--------------------------------------- --------------------------------------
Signature Signature
Geryl W. Darington Robert Amaral Jr.
--------------------------------------- -------------------------------------
Print or Type Name Print or Type Name
Senior Managing Director Vice-President of Sales
--------------------------------------- -------------------------------------
Title 9/29/99 Title 10/6/99
EXHIBIT E
ADDITIONAL LICENSED MATERIALS
-----------------------------
I. Description and Specifications of Software:
----------------------------------------------
Latest Version of Tioga Self-Healing System in object code format.
II. Number of Network Computers and Workstations Licensed
---------------------------------------------------------
[Enlarge/Download Table]
Catalogue Number and Program Name Number of Authorized Copies
--------------------------------- ---------------------------
11-00001 Tioga/Desktop Agent See Scope below.
11-00002 Tioga/Mobile Agent See Scope below.
11-00006 Server Agent See Scope below.
11-00011 Tioga/Administration and Healing Console - Enterprise See Scope below.
License
11-00050 Support.com Portal See Scope below.
Scope: This is an [***] License deal with a term of three (3) years. Bear
Stearns may deploy any mixture of Desktop, Mobil, and/or Server agents to their
[***] customer machines during the term of the agreement. At the end of the
three years, Bear Stearns will have a perpetual right to use the number of
licenses deployed during the term of this agreement.
[Download Table]
Bear, Stearns & Co. Inc. Tioga Systems, Inc.
--------------------------------------- --------------------------------------
/s/ Geryl W. Darington /s/ Robert Amaral Jr.
--------------------------------------- -------------------------------------
Signature Signature
Geryl W. Darington Robert Amaral Jr.
--------------------------------------- -------------------------------------
Print or Type Name Print or Type Name
Senior Managing Director Vice-President of Sales
--------------------------------------- -------------------------------------
Title 9/29/99 Title 10/6/99
[*] CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
EXHIBIT F
ADDITIONAL PAYMENT TERMS AND FEE SCHEDULE
-----------------------------------------
I. Payment Terms:
-----------------
The Fees described in VI. below will become due and payable on the following
terms; (i) payments tied to [***] will be due and payable net [***] days of the
date (ii) deployment and implementation fees related to the [***] Support
Portal ("Portal") will be due net [***] days after the [***]. The Portal will be
considered [***] when Tioga notifies Bear Stearns in writing of the [***], and
Bear Stearns does not, within [***] business days, notify Tioga in writing of
[***]. If Bear Stearns notifies Tioga of [***] within [***] days, Tioga will
have [***] business days to address the issues raised and [***]. This process
will continue until Bear Stearns does not notify Tioga within [***] business
days, in writing, of [***] of the [***], at which point the [***].
II. Software License Fees
-------------------------
Item Fees
---- ----
License Fees $[***]
III. Technical Support Fee Schedule
-----------------------------------
Item Fees
---- ----
Standard Technical Support (Year 1) [***]
Standard Technical Support (Year 2) $[***]
Standard Technical Support (Year 3 - [***]%) $[***]
IV. Deployment and Implementation Fee Schedule
----------------------------------------------
Item Fees
---- ----
Creation of Bear Stearns branded [***] Support $[***]
Portal, including web-based integration with Remedy.
Additional integration work and portal services
consulting to be mutually agreed upon.
V. Training
------------ Fees
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Training Onsite at Bear Stearns Facilities [***]
Additional training for Bear personnel will be provided [***] to Bear
(based on space available) for 3 years, provided Bear personnel attend training
at Tioga's offices in Redwood City, CA.
VI. Payment of Fees
-------------------
All fees are due and payable net 30 days from receipt of invoice. Payments are
due according to the following schedule:
. $[***] due September 30, 1999.
. $[***] due December 31, 1999.
. $[***] due upon delivery and acceptance of final [***] Support
. Portal, estimated 2/15/2000.
. $[***] Maintenance Fee due September 30, 2000
. $[***] Maintenance Fee due September 30, 2001
. Beginning September 30, 2002, Maintenance fee due annually in advance at a
rate of [***]% of license fees billed to date (increased annually based on
the percentage increase reflected in the CPI) .
[Download Table]
Bear, Stearns & Co. Inc. Tioga Systems, Inc.
--------------------------------------- -------------------------------------
/s/ Geryl W. Darington /s/ Robert Amaral Jr.
--------------------------------------- -------------------------------------
Signature Signature
Geryl W. Darington Robert Amaral Jr.
--------------------------------------- -------------------------------------
Print or Type Name Print or Type Name
Senior Managing Director Vice-President of Sales
--------------------------------------- -------------------------------------
Title 9/29/99 Title 10/6/99
[*] CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
Dates Referenced Herein and Documents Incorporated by Reference
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