SEC Info - Vantive Corp - ‘S-3/A’ on 6/10/99

SEC Info℠

Home

Help

Please Sign In

Vantive Corp – ‘S-3/A’ on 6/10/99

On: Thursday, 6/10/99 · Accession #: 891618-99-2644 · File #: 333-70411

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/10/99  Vantive Corp                      S-3/A                  2:67K                                    Bowne - Palo Alto/FA

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Amendment No. 3 to Form S-3                           21    102K 
 2: EX-23.1     Consent of Arthur Andersen LLP                         1      5K

S-3/A — Amendment No. 3 to Form S-3
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) About Vantive Calculation of Registration Fee Exhibits Experts Forward-Looking Statements Indemnification of Directors and Officers Legal Matters Other Expenses of Issuance and Distribution Plan of Distribution Recent Accounting Pronouncements Recent Matters Risk Factors Selling Stockholders Undertakings Where You Can Find More Information
1	1st Page - Filing Submission
"	Calculation of Registration Fee
3	About Vantive
"	Recent Matters
4	Risk Factors
12	Recent Accounting Pronouncements
"	Where You Can Find More Information
"	Forward-Looking Statements
13	Plan of Distribution
14	Selling Stockholders
"	Legal Matters
15	Experts
17	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
18	Item 16. Exhibits
"	Item 17. Undertakings

S-3/A 1st Page of 21 TOC ↑Top Previous Next ↓Bottom Just 1st
 

          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON June 10, 1999.
                                                      Registration No. 333-70411

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 -------------

AMENDMENT NO. 3 TO

FORM S-3

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 -------------

 THE VANTIVE CORPORATION
(Exact name of Registrant as specified in its charter)

 -------------

 DELAWARE                               77-0266662
(State or other jurisdiction of                (I.R.S. Employer       
incorporation or organization)                Identification No.)     

2455 AUGUSTINE DRIVE
 SANTA CLARA, CA 95054
(408) 982-5700
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)

 -------------

THOMAS L. THOMAS
CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER
 THE VANTIVE CORPORATION
 2455 AUGUSTINE DRIVE, SANTA CLARA, CA 95054
(408) 982-5700
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:

DENNIS C. SULLIVAN, ESQ.
 WILLIAM A. RODONI, ESQ.
JULIE F. HANIGER, ESQ.
Gray Cary Ware & Freidenrich LLP
 400 Hamilton Avenue
 Palo Alto, CA 94301

 -------------

        Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.             

      If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box: [ ]                                                                        

        If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act  
of 1933, other than securities offered only in connection with dividend or      
interest reinvestment plans, check the following box: [X]                       

       If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. [ ]                     

        If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      

     If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]                                        

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

====================================================================================================
    Title of Each Class                        Proposed Maximum   Proposed Maximum                  
      of Securities              Amount to be   Offering Price        Aggregate        Amount of    
     to be Registered             Registered       Per Share       Offering Price   Registration Fee
----------------------------------------------------------------------------------------------------
                                                                                                    
Common Stock, ($0.001 par       66,803 shares      $12.063(1)      $805,844.58(2)     $225 (2)(3)   
value per share)                                                                                    
====================================================================================================

(1)     Estimated solely for the purpose of computing the registration fee.     

(2)     Computed pursuant to Rule 457(c) based upon the average high and low    
  sale prices of Vantive's common stock on the Nasdaq Stock Market's
National Market for January 8, 1999.                            

(3)     Previously paid in connection with the filing of Vantive's Registration 
Statement on Form S-3 (File No. 333-70411) on January 11, 1999. 

The Registrant hereby amends this Registration Statement on such date or dates  
as may be necessary to delay its effective date until the Registrant shall file 
a further amendment which specifically states that this Registration Statement  
shall thereafter become effective in accordance with Section 8(a) of the        
Securities Act or until the Registration Statement shall become effective on    
such date as the Commission, acting pursuant to such Section 8(a), may          
determine.                                                                      

================================================================================

S-3/A 2nd Page of 21 TOC 1st Previous Next ↓Bottom Just 2nd
The information in this prospectus is not complete and may be changed. We cannot
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell   
these securities, and it is not soliciting an offer to buy these securities in  
any state where such an offer or sale is not permitted.                         

SUBJECT TO COMPLETION DATED JUNE 10, 1999 

 66,803 SHARES

 THE VANTIVE CORPORATION

COMMON STOCK

      This is a public offering of 66,803 shares of our common stock by some
of our current stockholders listed on page 12. We will not receive any of the   
proceeds from the sale of the shares.                                           

------------------------------

        Vantive's common stock is listed on the Nasdaq National Market under the
symbol "VNTV." On June 8, 1999, the closing price of one share of our common    
stock was $11.0625.                                                             

------------------------------

 INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
 SEE "RISK FACTORS" BEGINNING ON PAGE 2.

------------------------------

       Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representations to the contrary is a    
criminal offense.                                                               

------------------------------

 The date of this prospectus is June __, 1999.

S-3/A 3rd Page of 21 TOC 1st Previous Next ↓Bottom Just 3rd
No person has been authorized to give any information or to make any            
representations other than those contained in this prospectus in connection with
the offering made hereby, and if given or made, such information or             
representations must not be relied upon as having been authorized by Vantive,   
any selling stockholder or by any other person. Neither the delivery of this    
prospectus nor any sale made hereunder shall, under any circumstances, create   
any implication that information herein is correct as of any time subsequent to 
the date hereof. This prospectus does not constitute an offer to sell or a      
solicitation of an offer to buy any security other than the securities covered  
by this prospectus, nor does it constitute an offer to or solicitation of any   
person in any jurisdiction in which such offer or solicitation may not lawfully 
be made.                                                                        

 ABOUT VANTIVE

 Vantive is a leading provider of customer relationship management
solutions. We empower companies to more effectively win, keep, and know their   
customers. The Vantive Enterprise, Vantive's integrated software suite, enables 
call center, marketing, field sales, help-desk and field service personnel to   
deliver consistent customer service across many channels via the Internet, the  
call center, or in person. The consulting implementation and integration        
services that we provide are intended to help our customers implement and       
optimize our software products. A "call center" is typically a functional area  
of a company in which a number of employees process container orders, complaints
or service requests. "Field sales" refers to a direct sales force deployed      
throughout a geographic region. "Field service" refers to repair technicians    
deployed throughout a geographic region.                                        

   The Vantive Enterprise is built using a component-based, multi-tier
architecture and a common data model. "Multi-tiered architecture" is a software 
design intended to enhance scalability (the capacity to expand the number of    
users or the number of transactions processed for a given module of software)and
minimize use of network bandwidth. A "common data model" is a database shared by
each application in The Vantive Enterprise. Certain features of the modules in  
The Vantive Enterprise are accessible via a Web browser which permits wider use 
of these features than would be available under more traditional client-server  
product architectures. Vantive Enterprise software may be used independently or 
as part of an integrated, enterprise-wide, front-office automation system. We   
believe businesses can better manage customer relationships by sharing valuable 
customer information throughout their organizations. The Vantive Enterprise has 
been deployed by businesses in a broad range of industries that include the     
following:                                                                      

                                                                [Download Table]
                                                                  
o  software                    o  manufacturing                   

o  communications              o  medical products                

o  consumer products           o  public sector/regulated industry

o  finance                     o  online services                 

o  outsourcing/services        o  consumer goods                  

o  personal computer hardware  o  retail                          

o  healthcare                                                     

   Vantive's principal executive offices are located at 2455 Augustine
Drive, Santa Clara, California 95054, and its telephone number is (408)         
982-5700.                                                                       

RECENT MATTERS

     On April 19, 1999, we announced that we had named Thomas L. Thomas as
our Chairman of the Board of Directors and Chief Executive Officer, replacing   
John Luongo.                                                                    

1 

S-3/A 4th Page of 21 TOC 1st Previous Next ↓Bottom Just 4th
RISK FACTORS

      You should consider carefully the following risk factors and all other
information contained in this prospectus before purchasing our common stock.    
Investing in our common stock involves a high degree of risk. Any of the        
following risks could materially adversely affect our business, operating       
results and financial condition and could result in a complete loss of your     
investment.                                                                     

OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE IN FUTURE PERIODS AND THIS MAY    
CAUSE US TO FAIL TO MEET EXPECTATIONS                                           

     Our quarterly operating results have varied significantly in the past
and we expect that they will vary significantly from quarter to quarter in the  
future. In addition, our operating results may not follow any past trends. If   
our operating results are below the expectations of public market analysts and  
investors, the price of our common stock may fall. These quarterly variations   
are caused by various factors, including:                                       

o       variations in demand for our products and services;     

 o       the timing and execution of individual contracts, product
            deployments, and achievement of milestones, particularly for
large orders;                                   

      o       delays in customer orders and in the closing of sales near the
end of a quarter;                               

o       the amount and timing of increases in expenses;         

        o       costs and complications relating to acquisitions and integration
of new technologies or businesses; and          

o       the utilization rate of our services personnel.         

   It is particularly difficult to predict the timing or amount of our
license revenues because we recognize a substantial portion of our license      
revenues in the last month of a quarter, and often in the last weeks or days of 
a quarter. Nevertheless, we base our decisions regarding our operating expenses 
in part on anticipated revenue trends. Because many of our expenses are         
relatively fixed in the short term, a delay in recognizing revenue from a       
limited number of license transactions could cause our operating results to vary
significantly from quarter to quarter and could result in operating losses. To  
the extent these expenses are not followed by increased revenues that match our 
projections, our operating results will suffer.                                 

OUR MARKET IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE AND OUR FAILURE TO    
ENHANCE OUR PRODUCTS AND DEVELOP NEW PRODUCTS TO RESPOND TO SUCH CHANGE COULD   
HARM OUR BUSINESS                                                               

   Our failure to enhance our product line and develop new products to
successfully respond to rapid technological change would materially harm our    
business. The software market in which we compete is characterized by rapid     
technological change. Existing products may become obsolete and unmarketable    
when products using new technologies are introduced and or when industry        
standards emerge. For example, Vantive's customers have adopted a wide variety  
of hardware, software, database, Internet-based and networking platforms; we    
must continue to support and maintain our products on a variety of such         
platforms. As a result, the life cycles of our products are difficult to        
estimate. To be successful, we must continue to enhance our current product line
and develop new products that successfully respond to such developments. In     
addition, customers may defer or                                                

2 

S-3/A 5th Page of 21 TOC 1st Previous Next ↓Bottom Just 5th

forego purchases of our products if we, our competitors or major hardware,      
systems or software vendors introduce or announce new products or product       
enhancements. Such events could materially adversely affect our business,       
financial condition and operating results.                                      

WE MAY NOT BE ABLE TO DEVELOP NEW PRODUCTS OR ENHANCE EXISTING PRODUCTS ON A    
TIMELY BASIS                                                                    

We may experience difficulties that could delay or prevent the  
successful development, introduction or marketing of new or enhanced products in
the future. Our product development requires substantial investment. There can  
be no assurance that we will have sufficient resources to make the necessary    
investments. We have delayed enhancements or new product release dates several  
times in the past and may not be able to introduce enhancements or new products 
successfully or in a timely manner in the future. We believe that such delays   
have not to date had a material adverse impact on our financial condition or    
operating results. Our business could be materially harmed if we delay the      
release of our products and product enhancements or if these products or product
enhancements fail to achieve market acceptance when released.                   

WE DEVELOP COMPLEX SOFTWARE PRODUCTS SUSCEPTIBLE TO SOFTWARE ERRORS OR DEFECTS  
THAT COULD RESULT IN LOST REVENUES, OR DELAYED OR LIMITED MARKET ACCEPTANCE     

      We face possible claims and higher costs as a result of the complexity
of our products and the potential for undetected errors. Our software products  
are complex and may contain errors that may be detected at any point in the     
products' life cycles. We have in the past discovered software errors in certain
of our products and as a result have experienced delays in shipment of products 
during the period required to correct these errors. Although we have not        
experienced any material adverse effect on our operating results from any such  
errors to date, there can be no assurance that, despite testing by us and by    
current and potential customers, errors will not be found in new products or    
releases after shipment, resulting in loss of revenue or delay in market        
acceptance and sales, diversion of development resources, injury to our         
reputation, or increased service and warranty costs, any of which could severely
harm our business. Our products are generally used in systems with other        
vendors' products, and as a result, they must integrate successfully with       
existing systems. System errors, whether caused by our products or those of     
another vendor, could adversely affect the market acceptance of our products,   
and any necessary revisions could cause us to incur significant expenses. The   
occurrence of any such problems could harm our business.                        

OTHERS MAY BRING PRODUCT LIABILITY CLAIMS AGAINST US WHICH COULD BE             
TIME-CONSUMING AND EXPENSIVE TO DEFEND                                          

        Since our products are often used for mission critical applications such
as sales, marketing or field services, errors, defects or other performance     
problems could result in financial or other damages to our customers. Although  
our license agreements generally contain provisions designed to limit our       
exposure to product liability claims, existing or future laws or unfavorable    
judicial decisions could negate such limitation of liability provisions.        
Although no product liability claim has been made against us to date, such a    
claim, even if it were unsuccessful, would be time-consuming and costly to      
defend and could harm our business.                                             

OUR GLOBAL OPERATIONS AND OUR PLANNED EXPANSION OF OUR INTERNATIONAL OPERATIONS 
MAKE US MUCH MORE SUSCEPTIBLE TO RISKS FROM INTERNATIONAL OPERATIONS            

      We believe that international operations carry inherent risks for U.S.
based companies like ours. International revenue, or revenue derived from sales 
to customers in foreign countries, accounted for approximately 32% and 29% of   
the Company's revenue for the quarters ended March 31, 1999 and 1998,           
respectively. We intend to substantially expand our international operations and
to enter new international markets. We face the following risks from doing      
business on an international basis:                                             

   o       significant management attention and financial resources to
              successfully translate and localize our software products into
various languages;                              

 o       difficulties in staffing and managing foreign operations;

       o       our ability to maintain or increase international market demand
for our products;                               

o       licenses, tariffs and other trade barriers; and         

3 

S-3/A 6th Page of 21 TOC 1st Previous Next ↓Bottom Just 6th

o       political and economic instability.                     

        We, or our distributors or resellers, may also not be able to sustain or
increase international revenues from licenses or from consulting and customer   
support or our relationships with our distributors may deteriorate.             

FLUCTUATIONS IN THE RELATIVE VALUE OF FOREIGN CURRENCIES COULD HARM OUR         
OPERATING RESULTS                                                               

     Exchange rate fluctuations could cause currency transaction gains and
losses. Our foreign subsidiaries operate primarily in local currencies and their
results are translated into U.S. dollars. We began hedging activities in the    
second quarter of 1999 to limit the exposure resulting from increases in the    
value of the U.S. dollar relative to foreign currencies. Hedging activities do  
not guarantee complete protection from exchange rate fluctuation risk and as    
such exposure resulting from a fluctuation in the value of the U.S. dollar      
relative to foreign currencies could materially harm our operating results.     

SERVICE REVENUES REPRESENT A SIGNIFICANT PERCENTAGE OF OUR TOTAL REVENUES AND   
LOWER THAN ANTICIPATED SERVICE REVENUES WOULD MATERIALLY HARM OUR BUSINESS      

       If service revenues are lower than anticipated, our business, financial
condition and operating results could be adversely affected. Support and service
revenues represented 50.5% of our total revenues in the first quarter 1999 and  
37.9% of our total revenues in the first quarter 1998. We anticipate that       
service revenues will continue to represent a significant percentage of total   
revenues. Service revenues depend in part on ongoing renewals of support        
contracts by our customers, some of which may not renew their support contracts.
In addition, consulting revenues as a percentage of our total revenues could    
decline if customers select third-party service providers to install and service
our products more frequently than they have in the past.                        

     Our ability to increase service revenues will depend in large part on
our ability to increase the scale of our services organization, including our   
ability to successfully recruit and train a sufficient number of qualified      
services personnel. We may not be able to do so.                                

SERVICE REVENUES AND THIRD PARTY CONTRACT REVENUES CARRY LOWER GROSS MARGINS    
THAN LICENSE REVENUES AND AN OVERALL INCREASE IN THESE AREAS AS A PERCENTAGE OF 
TOTAL REVENUES COULD HAVE AN ADVERSE IMPACT ON OUR BUSINESS                     

        Because service revenues have lower gross margins than license revenues,
a continued increase in the percentage of total revenues represented by service 
revenues could have a detrimental impact on our overall gross margins and could 
adversely affect our operating results. In addition, we subcontract certain     
consulting, customer support and training services to third-party service       
providers. Third-party contract revenues generally carry lower gross margins    
than our service business overall. As a result, our service revenues and related
margins may vary from period to period, depending on the mix of these           
third-party contract revenues.                                                  

WE INCORPORATE SOFTWARE LICENSED FROM THIRD PARTIES WITH OUR PRODUCTS AND ANY   
SIGNIFICANT INTERRUPTION IN THE AVAILABILITY OF THESE THIRD-PARTY SOFTWARE      
PRODUCTS OR DEFECTS IN THESE PRODUCTS COULD IMPAIR OUR BUSINESS                 

      We license technology on a non-exclusive basis from several businesses
for use with our products and anticipate that we will continue to do so in the  
future. Our inability to continue to license these products or to license other 
necessary products for use with our products or substantial increases in royalty
payments under third-party licenses could harm our business. In addition, the   
effective implementation of our products depends upon the successful operation  
of third-party licensed products in conjunction with our products, and therefore
any undetected errors in such licensed products may prevent the implementation  
or impair the functionality of products, delay new product introductions and/or 
injure our reputation.                                                          

INTERFACING OUR PRODUCTS WITH BEST-OF-BREED SOFTWARE MAY REQUIRE GREATER USE OF 
THIRD-PARTY SOFTWARE WHICH IN TURN COULD REQUIRE US TO REWRITE OUR SOFTWARE     
PRODUCTS OR ENTER INTO UNFAVORABLE LICENSE AGREEMENTS                           

4 

S-3/A 7th Page of 21 TOC 1st Previous Next ↓Bottom Just 7th

Our commitment to adopt or interface with best-of-breed software
technology may require us to increase use of third-party software. To qualify as
"best-of-breed," we must determine that the technology has a clear future market
direction, is extremely robust and is commercially supported. The greater use of
third-party software could require us to invest significant resources in        
rewriting some or all of our software applications products utilizing           
third-party software and/or to enter into license arrangements with third       
parties which could result in higher royalty payments and a loss of product     
differentiation. There can be no assurance that we would be able to successfully
rewrite our products or enter into commercially reasonable licenses, and the    
costs of, or inability or delays in, doing so could materially harm our         
business.                                                                       

THE MARKETS IN WHICH WE SELL OUR PRODUCTS ARE HIGHLY COMPETITIVE AND WE MAY NOT 
BE ABLE TO COMPETE EFFECTIVELY                                                  

       The market for enterprise relationship management software and services
is intensely competitive, fragmented and rapidly changing. We face competition  
or potential competition in the customer relationship management software market
and services primarily from the following types of companies:                   

o       front-office software applications vendors such as (in  
             alphabetical order) Aurum Software, Inc. (a subsidiary of The
                Baan Company), Clarify, Inc., Onyx Software Corporation, Pivotal
Software and Siebel Systems, Inc.;              

     o       large enterprise hardware and software vendors such as Oracle
              Corporation, PeopleSoft Inc., SAP AG, IBM's CorePoint business
unit and JD Edwards & Company;                  

o       system integrators;                                     

      o       Internet start-ups such as Silknet Software, Inc. and Vignette
Corporation; and                                

o       our potential customers' internal information technology
             departments, which may seek to develop proprietary enterprise
relationship management systems.                

  In addition, as we develop new products, particularly applications
focused on particular industries, we may begin competing with companies with    
whom we have not previously competed. It is also possible that new competitors  
will enter the market or that our competitors will form alliances that may      
enable them to rapidly increase their market share or that our current alliance 
partners may now or in the future compete with us.                              

OUR FAILURE TO SUCCESSFULLY MANAGE OUR RAPID GROWTH COULD STRAIN OUR RESOURCES  
AND ADVERSELY AFFECT OUR BUSINESS                                               

Our rapid growth and expansion places significant demands on our
managerial, administrative, operational, financial and other resources. Our     
ability to successfully offer new products and services in a rapidly evolving   
market requires an effective planning and management process. We have recently  
experienced a period of growth and expansion. Our new employees include a number
of key managerial, marketing, planning, technical and operations personnel who  
have not yet been fully integrated into our organization.                       

  We intend to continue to expand our operations internationally and
domestically, grow our customer base and pursue market opportunities through    
multiple growth strategies. To accommodate continued anticipated growth and     
expansion, we will be required to:                                              

    o       improve existing and implement new operational and financial
systems, procedures and controls;               

        o       hire, train, manage, retain and motivate qualified personnel and
 enter into relationships with strategic partners;

o       integrate our new management team; and                  

o       anticipate and respond to changing market conditions.   

5 

S-3/A 8th Page of 21 TOC 1st Previous Next ↓Bottom Just 8th
       These measures may place a significant burden on our management and our
internal resources. If we are not able to install adequate control systems in an
efficient and timely manner, if our current or planned personnel systems,       
procedures and controls are not adequate to support our future operations, or if
we are unable to otherwise manage growth effectively, our business could be     
harmed.                                                                         

IF WE LOSE KEY PERSONNEL OR ARE UNABLE TO HIRE ADDITIONALLY QUALIFIED           
PERSONNEL AS NECESSARY, WE MAY NOT BE SUCCESSFUL                                

Our success depends to a significant degree on the continued    
contributions of our key management, engineering, sales and marketing and       
professional services personnel, many of whom would be difficult to replace. Our
success also depends in large part on our ability to attract and retain highly  
skilled engineering, sales and marketing and professional services personnel.   
Competition for such personnel is intense, especially in Silicon Valley, where  
our principal facilities are located. If we are unable to retain our existing   
key personnel, or attract and train additional qualified personnel, our business
could be harmed.                                                                

WE MAY BE REQUIRED TO EXPEND TIME AND RESOURCES TO DEFEND CLAIMS OF BREACH OF   
NON-COMPETITION AGREEMENTS                                                      

Companies in the software industry whose employees accept       
positions with competitors frequently claim that such competitors have breached 
non-competition agreements. Although no such claim has been made against us to  
date, we may receive such claims in the future as we hire qualified personnel,  
and if such a claim were to be made against us, it may result in material       
litigation. We could incur substantial costs in defending ourselves against any 
such claims, regardless of the merits of such claims.                           

WE DEPEND ON EMERGING MARKETS FOR THE GROWTH OF FRONT-OFFICE AUTOMATION SOFTWARE
AND A SLOWER GROWTH IN THE DEMAND FOR INTEGRATED FRONT-OFFICE PRODUCTS WOULD    
HARM OUR BUSINESS                                                               

       Vantive's future financial performance will depend in large part on the
growth in demand for individual front-office automation software as well as the 
number of organizations adopting comprehensive front-office automation software 
information systems for their client/server and Web computing environments. We  
believe that an important competitive advantage for our products is their       
ability to be integrated with one another and with other back office software   
into a front-office automation information system. If the demand for integrated 
suites of front-office automation applications fails to develop, or develops    
more slowly than we currently anticipate, this could have a material adverse    
effect on the demand for our products and on our business, results of operations
and financial condition.                                                        

OUR BUSINESS DEPENDS ON A LIMITED NUMBER OF PRODUCTS AND A DECLINE IN THE       
DEMAND FOR THESE PRODUCTS COULD HARM OUR BUSINESS                               

     To date, a significant portion of our license revenue is derived from
the sale of a limited number of individual products, and in particular, Vantive 
Support, Vantive FieldService, Vantive Sales and Vantive HelpDesk. We expect    
license revenues from these products and their enhanced versions to continue to 
account for a significant portion of our future revenues. As a result, factors  
adversely affecting the pricing of or demand for such products such as          
competition or technological change could materially affect our business.       

OUR PERFORMANCE WILL DEPEND ON THE GROWTH OF THE INTERNET FOR COMMERCE          

    Our future success depends on the Internet being accepted and widely
used for commerce. We are investing in the field service, eCommerce and Web     
product markets. "Ecommerce," or electronic commerce, represents paperless      
transactions between businesses or between a business and a customer. "Web      
product" is a product that can be easily used or adapted for the Internet.      
Should these markets fail to develop, not accept our products, or cause us to   
lose new business and/or customers in our traditional markets our business      
could be adversely affected.                                                    

OUR FAILURE TO EXPAND OUR DIRECT SALES FORCE AND THIRD-PARTY DISTRIBUTION       
CHANNELS WOULD IMPEDE OUR REVENUE GROWTH AND FINANCIAL CONDITION                

      We have historically sold our products through our direct sales force.
Our ability to achieve significant revenue growth in the future will depend in  
large part on our success in recruiting and training sufficient sales personnel 
and establishing relationships with distributors, resellers and systems         
integrators. We are currently investing, and plan to continue to invest,        
significant resources to expand our domestic and international direct sales     
force and to develop distribution relationships with certain third-party        
distributors, resellers and systems integrators. There can be no assurance that 
we will be able to attract a sufficient number of third-party distribution      
partners or that such partners will recommend our products. The inability to    
establish successful relationships with distributors, resellers or systems      
integrators could have a material adverse effect on our business, operating     
results                                                                         

6 

S-3/A 9th Page of 21 TOC 1st Previous Next ↓Bottom Just 9th

and financial condition. In addition, there can be no assurance that we will be 
able to successfully expand our direct sales force or other distributors. If we 
fail to expand our direct sales force or other distribution channels our        
business could be harmed.                                                       

WE RELY ON OUR RELATIONSHIPS WITH THIRD PARTIES FOR, AMONG OTHER THINGS, THE    
SALES, MARKETING AND IMPLEMENTATION OF OUR PRODUCTS AND OUR FAILURE TO MAINTAIN 
THESE EXISTING RELATIONSHIPS OR TO ESTABLISH NEW RELATIONSHIPS COULD HARM OUR   
BUSINESS                                                                        

        We rely heavily on our relationships with a number of organizations that
are important to worldwide sales and marketing of our products. If we fail to   
maintain our existing relationships, or to establish new relationships, or if   
our partners do not perform to our expectations, our business, financial        
condition and operating results could be materially adversely affected. We also 
rely on a number of systems consulting and integration firms to implement our   
software, provide customer support services and endorse our products during the 
competitive evaluation stage of the sales cycle. Although we seek to maintain   
relationships with these service providers, many of them have similar, and often
more established, relationships with our competitors. These third parties, many 
of which have significantly greater resources than we have, may in the future   
market software products that compete with ours or reduce or discontinue their  
relationships with us or their support of our products. In addition, our        
business, financial condition and operating results could be materially         
adversely affected if:                                                          

o       we are unable to develop and retain effective, long-term
relationships with systems integrators;         

        o       we are unable to adequately train a sufficient number of systems
integrators;                                    

      o       systems integrators do not have or do not devote the resources
          necessary to facilitate implementation of our products; or

      o       systems integrators endorse a product or technology other than
ours.                                           

THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE WHICH MAY SUBJECT US TO A RISK OF 
SECURITIES LITIGATION                                                           

        The price of our common stock has been volatile. The market price of our
common stock could substantially fluctuate due to a variety of factors outside  
of our control, in addition to our financial performance. Furthermore, stock    
prices for many technology companies fluctuate widely for reasons that may be   
unrelated to operating results of such companies and could result from many     
other factors. These fluctuations, as well as general economic, market and      
political conditions such as recessions or military conflicts, may materially   
and adversely affect the market price of our common stock, which could in turn  
harm our business.                                                              

     In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been         
instituted against such a company. Such litigation could result in substantial  
costs and a diversion of management's attention and resources.                  

COSTS NECESSARY TO PROTECT OUR PROPRIETARY SOFTWARE AND OTHER PROPRIETARY       
INFORMATION COULD MATERIALLY HARM OUR BUSINESS AND, DESPITE OUR EFFORTS, WE MAY 
BE UNABLE TO PROTECT AGAINST INFRINGEMENT                                       

        Our success and ability to compete depend on our proprietary technology.
We rely primarily on copyright, trade secret and trademark law and, to a lesser 
extent, patent law, to protect our proprietary software and other proprietary   
information. We presently have two patents and one patent application pending.  
We also enter into agreements with our employees, consultants and customers to  
control their access to and distribution of our software, documentation and     
other proprietary information. Nevertheless, a third-party could copy or        
otherwise obtain our software or other proprietary information without          
authorization, or could develop software competitive to ours. In addition,      
effective trademark protection may not be available. Our competitors may adopt  
names                                                                           

7 

S-3/A 10th Page of 21 TOC 1st Previous Next ↓Bottom Just 10th

similar to our trade-names, thereby impeding our ability to build brand identity
and possibly leading to customer confusion.                                     

       We may have to litigate to enforce our intellectual property rights, to
protect our trade secrets or know-how or to determine their scope and validity, 
or the scope, validity or enforceability of the proprietary rights of other     
third parties. Enforcing or defending our proprietary technology is expensive,  
could cause the diversion of our resources, and may not prove successful. In    
addition, the laws of other countries may not protect our products and          
intellectual property rights to the same extent as the laws of the United       
States. Our protective measures may be inadequate in these countries to protect 
our proprietary rights. Any failure to enforce or protect our intellectual      
property rights could cause us to lose a valuable asset and could harm our      
business.                                                                       

CLAIMS BY THIRD PARTIES ALLEGING INFRINGEMENT OF THEIR PROPRIETARY RIGHTS COULD 
BE COSTLY TO DEFEND OR COULD OTHERWISE MATERIALLY HARM OUR BUSINESS             

       Although we are not aware of any infringement by any of our products of
the patent, trademark, copyright or other proprietary rights of any third-party,
claims may be made against us in the future that allege violation of such       
proprietary rights as a result of the use by us, our customers or other         
third-parties of our products. Any such claim would be costly and time-consuming
to defend, would divert our management's attention, could cause product delays  
and could otherwise harm our business. If we were to discover that our products 
violate a third-party's proprietary rights, we could be required to enter into  
royalty or licensing agreements in order to be able to sell our products. Such  
arrangements may not be available to us, and even if they are available, they   
might be prohibitively expensive.                                               

YEAR 2000 ISSUES PRESENT TECHNOLOGICAL RISKS, COULD CAUSE DISRUPTION TO OUR     
BUSINESS AND COULD HARM OUR FUTURE SALES                                        

    As is true for most companies, the Year 2000 issue creates risks for
Vantive. If systems do not correctly recognize date information when the year   
changes to 2000, there could be an adverse impact on our operations. The Year   
2000 issue not only has an impact on Vantive at the end of the calendar year    
1999, but could also have an impact on us in the year 2000. The risks posed by  
Year 2000 issues could adversely affect our business in a number of significant 
ways. Our risk exists primarily in the following areas:                         

o       systems used by Vantive to run its business including   
information systems, equipment and facilities;  

o       systems used by Vantive's suppliers;                    

  o       potential warranty or other claims from our customers with
respect to our products or services; and        

       o       potential for reduced spending, or a moratorium on spending, by
 potential customers due to Year 2000 remediation.

   While we believe that our current products are materially Year 2000
compliant, we have not tested all previous releases or versions of all of our   
products, nor have we tested all current products within all customers' systems 
environments. The inability of any of our products to operate properly in the   
Year 2000 could result in increased warranty costs, customer satisfaction       
issues, litigation or other material costs and liabilities, which could         
materially harm our results of operations or financial condition. Additionally, 
because there is no uniform definition of Year 2000 "compliance" and because all
customer situations cannot be anticipated, particularly those involving other   
vendors' products, we may see a change in demand or an increase in warranty and 
other claims as a result of the Year 2000 transition. Such events, should they  
occur, could have a material adverse impact on future results.                  

     We have completed our evaluation of most of our internal applications
for Year 2000 compliance, and have begun remediation or replacement of systems, 
where necessary. We expect to achieve remediation without significant impact on 
the operational results of our business by September 1999, with continued       
testing through the end of 1999. In the event that implementation of replacement
systems is delayed, or if significant new compliance issues are identified, our 
ability to conduct our business or record transactions could be disrupted which 
could harm                                                                      

8 

S-3/A 11th Page of 21 TOC 1st Previous Next ↓Bottom Just 11th
our results of operations or financial condition. We are also in the process of 
evaluating Year 2000 compliance of our equipment and critical suppliers of goods
and services. Critical equipment, such as manufacturing equipment, has been     
identified, and we are currently in the process of contacting our suppliers to  
ascertain Year 2000 compliance. In the event that identification of             
non-compliant equipment and any upgrade or replacement of equipment is delayed, 
our design, production and shipping capabilities could be disrupted, which could
harm our results of operations or financial condition.                          

      The purchasing patterns of our customers and potential customers based
on Year 2000 issues may make it difficult to predict future sales. Companies    
owning and operating such systems may plan to devote a substantial portion of   
their information technology spending to fund such upgrades and modifications   
and divert spending away from projects such as customers relationship management
or front office software applications. We believe that some companies have      
instituted a moratorium on new information technology projects until their Year 
2000 issues are satisfactorily addressed. Such changes in customers; spending   
patterns could materially harm our sales, operating results or financial        
condition.                                                                      

REMEDIATION OF PROBLEMS RELATED TO THE EUROPEAN MONETARY CONVERSION MAY INVOLVE 
SIGNIFICANT TIME AND EXPENSE AND MAY REDUCE OUR FUTURE SALES                    

     Our business may be harmed if we are not able to successfully address
and remedy any problems related to the European monetary conversion. We are     
aware of the issues associated with the changes in Europe aimed at forming a    
European economic and monetary union. One of the changes resulting from this    
union required member countries to irrevocably fix their respective currencies  
to a new currency, the Euro, on January 1, 1999, at which date the Euro became a
functional legal currency of these countries. During the next three years,      
business in member countries will be conducted in both the existing national    
currency, such as the French Franc or the Deutschemark, and the Euro. As a      
result, companies operating in or conducting business in member countries will  
need to ensure that their financial and other software systems are capable of   
processing transactions and properly handling these currencies, including the   
Euro.                                                                           

    We have completed our assessment of the impact the conversion to the
Euro will have on both our internal systems and the products we sell. We will   
take appropriate corrective actions based on the results of this assessment.    
This issue and its related costs could harm our business.                       

OUR CURRENT REVENUE RECOGNITION PRACTICES MAY NEED TO CHANGE, WHICH COULD HARM  
OUR BUSINESS                                                                    

       The American Institute of Certified Public Accountants issued Statement
of Position 97-2, Software Revenue Recognition, in October 1997 and amended it  
by Statement of Position 98-4. We adopted these statements effective January 1, 
1998. In December 1998, the American Institute of Certified Public Accountants  
issued Statement of Position 98-9 which further amended Statement of Position   
97-2 and 98-4. We believe our current revenue recognition policies              
and practices are consistent with these statements. However, full               
implementation guidelines for Statement of Position 97-2 have not yet been      
issued. Once available, our current revenue accounting practices may need to    
change, and such changes could harm our future revenues and earnings. See       
"Recent Accounting Pronouncements."                                             

9 

S-3/A 12th Page of 21 TOC 1st Previous Next ↓Bottom Just 12th

RECENT ACCOUNTING PRONOUNCEMENTS

    We recognize revenues from sales of software licenses when we sign a
non-cancellable license agreement with a customer, the software is shipped, the 
fee is fixed or determinable and collection is deemed probable. We recognize    
customer support revenues ratably over the contract term (which is typically one
year) and recognize revenues for consulting and training services as such       
services are performed.                                                         

       Statement of Position 97-2, Software Revenue Recognition, was issued in
October 1997 by the American Institute of Certified Public Accountants and was  
amended by Statement of Position 98-4. We adopted Statement of Position 97-2    
effective January 1, 1998. Based on our interpretation of Statement of Position 
97-2 and Statement of Position 98-4, we believe our current revenue recognition 
policies and practices are consistent with Statement of Position 97-2 and       
Statement of Position 98-4.                                                     

        In December 1998, the Accounting Standards Executive Committee, released
Statement of Position 98-9, Software Revenue Recognition, with respect to       
certain transactions. Statement of Position 98-9 amends Statement of Position   
97-2 to require that an entity recognize revenue by means of the "residual      
method" when (1) there is vendor-specific objective evidence of the fair values 
of all undelivered elements in a multiple-element arrangement that is not       
accounted for using long-term contract accounting, (2) vendor-specific objective
evidence of fair value does not exist for one or more of the delivered elements 
in the arrangement, and (3) all revenue recognition criteria of Statement of    
Position 97-2 other than the requirement for vendor-specific objective evidence 
of the fair value of each delivered element of the arrangement are satisfied.   
Under the residual method, the arrangement fee is recognized as follows: (1) the
total fair value of the undelivered elements, as indicated by vendor-specific   
objective evidence, is deferred and subsequently recognized in accordance with  
the relevant sections of Statement of Position 97-2 and (2) the difference      
between the total arrangement fee and the amount deferred for the undelivered   
elements is recognized as revenue related to the delivered elements. The        
provisions of Statement of Position 98-9 will be effective for transactions that
are entered into in fiscal years beginning after March 15, 1999 and prohibits   
any retroactive application. The Company is evaluating the requirements of      
Statement of Position 98-9 and the effects, if any, on our current revenue      
recognition policies.                                                           

     In addition, such implementation guidance may necessitate substantial
changes in our business practices in order for us to continue to recognize a    
substantial portion of our license fee revenue upon delivery of our software    
products.  Such changes may reduce demand, extend sales cycles, increase        
administrative costs and otherwise adversely affect operations. We could also   
become competitively disadvantaged relative to foreign-based competitors not    
subject to U.S. generally accepted accounting principles.                       

      In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities."  The new standard establishes accounting   
and reporting standards for derivative instruments, including derivative        
instruments embedded in other contracts, and for hedging activities.  SFAS No.  
133 is currently effective for all fiscal quarters of fiscal years beginning    
after June 15, 1999, however the FASB has recently proposed to defer the        
effective date by one year.  We do not expect SFAS No. 133 to have a significant
effect on our financial condition or results of operations.                     

 WHERE YOU CAN FIND MORE INFORMATION

   We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at   
the SEC's public reference rooms in Washington, D.C., New York, New York and    
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public 
from our web site at http://www.vantive.com or at the SEC's web site at         
http://www.sec.gov. Our common stock is traded on The Nasdaq National Market    
and, as such, reports and other information concerning Vantive can also be      
inspected at the offices of the National Association of Securities Dealers,     
Inc., in Washington, D.C.                                                       

       The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by     
referring you to those documents. The information incorporated by reference is  
considered to be part of this prospectus and later information filed with the   
SEC will update and supersede this information. We incorporate by reference the 
documents listed below and any future filings made with the SEC under Section   
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our     
offering is completed.                                                          

     o       Quarterly Report on Form 10-Q for the quarter ended March 31,
1999, filed on May 14, 1999;                    

        o       Annual Report on Form 10-K for the year ended December 31, 1998,
filed on March 31, 1999; and                    

    o       The descriptions of Vantive's capital stock contained in its
               registration statements on Form 8-A filed on August 9, 1995 and
                December 18, 1998, including any amendments or reports filed for
the purpose of updating such descriptions.      

  You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:                                        

The Vantive Corporation             
2455 Augustine Drive                
Santa Clara, CA  95054              
(408) 982-5700                      
Attn:  Chief Financial Officer      

    You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no 
one to provide you with different information. We are not making an offer of    
these securities in any state where the offer is not permitted. You should not  
assume that the information in this prospectus or the prospectus supplement is  
accurate as of any date other than the date on the front of the document.       

FORWARD-LOOKING STATEMENTS

        This prospectus contains "forward-looking statements." When used in this
prospectus, the words "expects," "anticipates," "intends," "plans," "believes," 
"seeks," "estimates" and similar expressions are generally intended to identify 
forward-looking statements. Because these forward-looking statements involve    
risks and uncertainties, actual results could differ materially from those      
expressed or implied by these forward-looking statements for a number of        
reasons, including those discussed under "Risk Factors" and elsewhere in this   
prospectus. Vantive assumes no obligation to update any forward-looking         
statements.                                                                     

10

S-3/A 13th Page of 21 TOC 1st Previous Next ↓Bottom Just 13th

PLAN OF DISTRIBUTION

     All 66,803 shares of common stock being registered by this prospectus
are being registered on behalf of the selling stockholders who are listed on    
page 12. We issued all of these shares in connection with our acquisition of    
Scotch Bonnet Integration, Inc. Vantive will receive no proceeds from this      
offering. As used in this prospectus, the term "selling stockholders" includes  
donees and pledgees selling shares received from a named selling stockholder    
after the date of this prospectus.                                              

    The selling stockholders will act independently of Vantive in making
decisions with respect to the timing, manner and size of each sale. The selling 
stockholders may choose to sell the shares from time to time at market prices   
prevailing at the time of the sale or at prices related to the then prevailing  
market prices. The selling stockholders may also choose to sell the shares from 
time to time in negotiated transactions, including an underwritten offering or  
through the use of one or more of the following methods:                        

        o       a block trade in which the broker or dealer will attempt to sell
                the shares as agent but may position and resell a portion of the
          block as principal in order to facilitate the transaction,

       o       purchases by a broker or dealer as principal and resale by that
                same broker or dealer for its account under this prospectus, and

     o       ordinary brokerage transactions and transactions in which the
broker solicits purchasers.                     

       In connection with the sale of the shares, the selling stockholders may
engage broker-dealers who in turn may arrange for other broker-dealers to       
participate. Broker-dealers may receive commissions or discounts from the       
selling stockholders in amounts to be negotiated immediately prior to the sale. 
In addition, underwriters or agents may receive compensation from the selling   
stockholders or from purchasers of the shares for whom they may act as agents,  
in the form of discounts, concessions or commissions. Underwriters may sell     
shares to or through dealers, and these dealers may receive compensation in the 
form of discounts, concessions or commissions from the underwriters or          
commissions from the purchasers for whom they act as agents. Underwriters,      
dealers and agents that participate in the distribution of the shares may be    
deemed to be underwriters. Any discounts or commissions received by them from   
the selling stockholders and any profit on the resale of the shares by them may 
be deemed to be underwriting discounts and commissions under the Securities Act.

At the time a particular offer of shares is made, to the extent 
required, a supplement to this prospectus will be distributed which will        
identify and set forth the aggregate amount of shares being offered and the     
terms of the offering. Such supplement will also disclose the following         
information:                                                                    

 o       the name or names of any underwriters, dealers or agents,

       o       the purchase price paid by any underwriter for shares purchased
from the selling stockholders,                  

o       any discounts, commissions and other items constituting 
              compensation from the selling stockholders and/or Vantive, and

      o       any discounts, commissions or concessions allowed or reallowed
               or paid to dealers, including the proposed selling price to the
public.                                         

   Vantive has agreed to indemnify the selling stockholders in certain
circumstances against certain liabilities, including liabilities under the      
Securities Act. The selling stockholders have agreed to indemnify Vantive in    
certain circumstances against certain liabilities, including liabilities under  
the Securities Act.                                                             

        The selling shareholders and any other persons participating in the sale
or distribution of the shares being registered by this prospectus will be       
subject to the provisions of the Exchange Act and the rules and regulations     
thereunder, including Regulation M, to the extent applicable. These provisions  
may limit the timing of purchases and sales of any of the shares by the selling 
shareholders or any other such person. This may affect the                      

11

S-3/A 14th Page of 21 TOC 1st Previous Next ↓Bottom Just 14th

marketability of the shares. The selling shareholders also will comply with the 
applicable prospectus delivery requirements under the Securities Act in         
connection with the sale or distribution of the shares being registered by this 
prospectus.                                                                     

        In order to comply with state securities laws, if applicable, the shares
will be sold in such jurisdictions only through registered or licensed brokers  
or dealers. In some states, the shares may not be sold unless the shares have   
been registered or qualified for sale in that state, or unless an exemption from
registration or qualification is available and is obtained.                     

        Vantive will bear all out-of-pocket expenses incurred in connection with
the registration of the shares. These expenses include without limitation, all  
registration and filing fees imposed by the SEC, the NASD and blue sky laws,    
printing expenses, transfer agents' and registrars' fees, and the fees and      
disbursements of Vantive's outside counsel and independent pubic accountants.   
The selling stockholders will bear all underwriting discounts and commissions   
and transfer or other taxes.                                                    

SELLING STOCKHOLDERS

        The following table sets forth the number of shares owned by each of the
selling stockholders. None of the selling stockholders has had a material       
relationship with Vantive within the past three years other than as a result of 
the ownership of the shares or other securities of Vantive. No estimate can be  
given as to the amount of shares that will be held by the selling stockholders  
after completion of this offering because the selling stockholders may offer all
or some of the shares and because there currently are no agreements,            
arrangements or understandings with respect to the sale of any of the shares.   
The shares offered by this prospectus may be offered from time to time by the   
selling stockholders named below. Each selling stockholder has sole voting and  
investment power with respect to all shares shown as beneficially owned by the  
selling stockholder, subject to community property laws where applicable.       

                                                                [Download Table]

                     NUMBER OF SHARES                                
                       BENEFICIALLY    NUMBER OF SHARES  PERCENT OF  
                       OWNED BEFORE     REGISTERED FOR   OUTSTANDING 
SELLING STOCKHOLDER      OFFERING        SALE HEREBY       SHARES    
-------------------  ----------------  ----------------  ------------
                                                                     
Marian Abrams             12,238             12,238            *     

Mark Dirrim               12,238             12,238            *     

Daniel Kenyon             12,238             12,238            *     

Guy Pasela                21,738             21,738            *     

Systar, Inc.               8,351              8,351            *     
                          ======             ======            =     
    TOTALS                66,803             66,803            *     

----------                                                                      

*       Represents beneficial ownership of less than 1%.                        

     This registration statement also shall cover any additional shares of
common stock which become issuable in connection with the shares registered for 
sale by this prospectus by reason of any stock dividend, stock split,           
recapitalization or other similar transaction effected without the receipt of   
consideration which results in an increase in the number of Vantive's           
outstanding shares of common stock.                                             

 LEGAL MATTERS

   For the purpose of this offering, Gray Cary Ware & Freidenrich LLP,
Vantive's outside legal counsel, is giving its opinion on the validity of the   
shares.                                                                         

12

S-3/A 15th Page of 21 TOC 1st Previous Next ↓Bottom Just 15th

 EXPERTS

        The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by     
Arthur Andersen LLP, independent public accountants, as indicated in their      
reports with respect thereto, and are included herein in reliance upon the      
authority of said firm as experts in accounting and auditing in giving said     
reports.                                                                        

13

S-3/A 16th Page of 21 TOC 1st Previous Next ↓Bottom Just 16th

====================================      ====================================  
                                         THE VANTIVE CORPORATION

We have not authorized any person to                                            
make a statement that differs from                                              
what is in this prospectus. If any                                              
person does make a statement that                                               
differs from what is in this                                                    
prospectus, you should not rely on                                              
it. This prospectus is not an offer                                             
to sell, nor is it seeking an offer           ----------------------------      
to buy, these securities in any                                                 
state in which the offer or sale is                                             
not permitted. The information in                                               
this prospectus is complete and                       66,803 SHARES             
accurate as of its date, but the                           OF                   
information may change after that                     COMMON STOCK              
date.                                                                           

TABLE OF CONTENTS                                           

                                                                [Download Table]

                                 Page                                     
                                 ----                                     
                                                                          
ABOUT VANTIVE......................1          ----------------------------

RECENT MATTERS.....................1                   PROSPECTUS         

RISK FACTORS.......................2          ----------------------------

RECENT ACCOUNTING PRONOUNCEMENTS..10                                      

WHERE YOU CAN FIND MORE                                                   
  INFORMATION....... .............10                                      

FORWARD-LOOKING STATEMENTS........10                                      

PLAN OF DISTRIBUTION..............11                                      

SELLING STOCKHOLDERS..............12                                      

LEGAL MATTERS.....................12                                      

EXPERTS...........................13                                      

                                          June ___, 1999
====================================                                            

                                        ====================================

S-3/A 17th Page of 21 TOC 1st Previous Next ↓Bottom Just 17th

 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                            

      The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered, other than        
underwriting discounts and commissions. All of the amounts shown are estimates  
except the Securities and Exchange Commission registration and listing and      
filing fees.                                                                    

                                                                [Download Table]

                                                       To be Paid
                                                         By The  
                                                       Registrant
                                                       ----------
                                                                 
SEC Registration Fee .........................           $   225 
Nasdaq filing fee ............................             2,000 
Accounting fees and expenses .................             5,000 
Legal fees and expenses ......................            10,000 
Miscellaneous expenses .......................               775 
                                                         ------- 
        Total ................................           $18,000 
                                                         ======= 

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

      Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant indemnity to officers, 
directors, and other corporate agents under certain circumstances and subject to
certain limitations. Vantive's Certificate of Incorporation and Bylaws provide  
for indemnification of its directors, officers, employees, and agents to the    
full extent permitted by the Delaware General Corporation Law, including in     
circumstances in which indemnification is otherwise discretionary under Delaware
Law. In addition, Vantive has entered into separate indemnification agreements  
with its directors and officers. Vantive also currently has directors' and      
officers' liability insurance in place.                                         

    These indemnification provisions may be sufficiently broad to permit
indemnification of the Registrant's officers and directors for liabilities      
(including reimbursement of expenses incurred) arising under the Securities Act 
of 1933.                                                                        

II-1

S-3/A 18th Page of 21 TOC 1st Previous Next ↓Bottom Just 18th

ITEM 16. EXHIBITS                                                               

                                                                [Download Table]

EXHIBIT NO.  DESCRIPTION OF DOCUMENT                                     
-----------  -----------------------                                     
                                                                         
   3.1*      Agreement and Plan of Merger by and among The Vantive       
             Corporation, Solar Acquisition Corporation, a Delaware      
             corporation and wholly-owned subsidiary of The Vantive      
             Corporation, and Scotch Bonnet Integration, Inc., a Delaware
             corporation.                                                

   5.1*      Opinion of Gray Cary Ware & Freidenrich LLP.                

   23.1      Consent of Arthur Andersen LLP, Independent Accountants.    

   23.2*     Consent of Gray Cary Ware & Freidenrich LLP.                

   24.1*     Power of Attorney.                                          

----------                                                                      

*       Previously filed with the Registrant's Registration Statement on Form   
S-3 (File No. 333-70411) on January 11, 1999.                   

ITEM 17. UNDERTAKINGS                                                           

  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act each filing of the Vantive's 
annual report pursuant to Section 13(a) or Section 15(d) of the Securities      
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is     
incorporated by reference in the registration statement shall be deemed to be a 
new registration statement relating to the securities offered therein, and the  
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the     
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant   
has been advised that in the opinion of the Securities and Exchange Commission  
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the registrant of expenses  
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted by    
such director, officer, or controlling person in connection with the securities 
being registered, the Registrant will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to a court of          
appropriate jurisdiction the question whether such indemnification by it is     
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.                                           

The undersigned Registrant hereby undertakes that:              

      (1)     For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this  
registration statement in reliance upon Rule 430A and contained in a form of    
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)  
under the Securities Act shall be deemed to be part of this registration        
statement as of the time it was declared effective.                             

II-2

S-3/A 19th Page of 21 TOC 1st Previous Next ↓Bottom Just 19th

(2)     For the purpose of determining any liability under the  
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities   
offered therein, and the offering of such securities at that time shall be      
deemed to be the initial bona fide offering thereof.                            

The undersigned Registrant hereby undertakes:                   

     (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:                

              (i)     To include any prospectus required by section 10(a)(3)
of the Securities Act;                                                          

                (ii)    To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent      
post-effective amendment thereof) which, individually or in the aggregate,      
represent a fundamental change in the information set forth in the registration 
statement. Notwithstanding the foregoing, any increase or decrease in volume of 
securities offered (if the total dollar value of securities offered would not   
exceed that which was registered) and any deviation from the low or high end of 
the estimated maximum offering range may be reflected in the form of prospectus 
filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933,
if, in the aggregate, the changes in volume and price represent no more than a  
20% change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;             

               (iii)   To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or  
any material change to such information in the registration statement;          

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the       
information required to be included in a post-effective amendment by those      
paragraphs is contained in periodic reports filed by the registrant pursuant to 
section 13 or section 15(d) of the Exchange Act of 1934, that are incorporated  
by reference in the registration statement.                                     

    (2)     That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new  
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

(3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the     
termination of the offering.                                                    

II-3

S-3/A 20th Page of 21 TOC 1st Previous Next ↓Bottom Just 20th

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 
Registrant has duly caused this Registration Statement to be signed on its      
behalf by the undersigned, thereunto duly authorized, in the City of Santa      
Clara, State of California, on June 10, 1999.                                   

                       THE VANTIVE CORPORATION

                         By: /s/ Thomas L. Thomas*
                                         -----------------------------------
                      Thomas L. Thomas
                                        Chairman of the Board of Directors
                                 and Chief Executive Officer

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 the date indicated.                                              

                                                        [Enlarge/Download Table]

                SIGNATURE                              TITLE                       DATE    
                ---------                              -----                       ----    
                                                                                           
          /s/ Thomas L. Thomas*           Chairman of the Board of Directors  June 10, 1999
----------------------------------------  and Chief Executive Officer and                  
             Thomas L. Thomas             Director (Principal Executive                    
                                          Officer)                                         

           /s/ Leonard LeBlanc            Executive Vice President, Chief     June 10, 1999
----------------------------------------  Financial Officer and Secretary                  
             Leonard LeBlanc              (Principal Financial Officer)                    

           /s/ Michael M. Loo*            Vice President Finance and          June 10, 1999
----------------------------------------  Assistant Secretary (Chief                       
             Michael M. Loo               Accounting Officer)                              

         /s/ William H. Davidow*          Director                            June 10, 1999
----------------------------------------                                                   
           William H. Davidow                                                              

                                          Director                                         
----------------------------------------                                                   
          Raymond L. Ocampo Jr.                                                            

           /s/ Peter A. Roshko*           Director                            June 10, 1999
----------------------------------------                                                   
             Peter A. Roshko                                                               

            /s/ Patti Manuel*             Director                            June 10, 1999
----------------------------------------                                                   
              Patti Manuel                                                                 

*By:       /s/ Leonard LeBlanc                                                             
    ------------------------------------                                                   
             Leonard LeBlanc                                                               
            Attorney-in-Fact                                                               

II-4

S-3/A Last Page of 21 TOC 1st Previous Next ↓Bottom Just 21st

 INDEX TO EXHIBITS

                                                                [Download Table]

EXHIBIT NO.  DESCRIPTION OF DOCUMENT                                     
-----------  -----------------------                                     
                                                                         
   3.1*      Agreement and Plan of Merger by and among The Vantive       
             Corporation, Solar Acquisition Corporation, a Delaware      
             corporation and wholly-owned subsidiary of The Vantive      
             Corporation, and Scotch Bonnet Integration, Inc., a Delaware
             corporation.                                                

   5.1*      Opinion of Gray Cary Ware & Freidenrich LLP.                

   23.1      Consent of Arthur Andersen LLP, Independent Accountants.    

   23.2*     Consent of Gray Cary Ware & Freidenrich LLP.                

   24.1*     Power of Attorney.                                          

----------                                                                      

*       Previously filed with the Registrant's Registration Statement on Form   
S-3 (File No. 333-70411) on January 11, 1999.

S-3/A	1st Page of 21	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

S-3/A	2nd Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 2nd

S-3/A	3rd Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 3rd

S-3/A	4th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 4th

S-3/A	5th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 5th

S-3/A	6th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 6th

S-3/A	7th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 7th

S-3/A	8th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 8th

S-3/A	9th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 9th

S-3/A	10th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 10th

S-3/A	11th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 11th

S-3/A	12th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 12th

S-3/A	13th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 13th

S-3/A	14th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 14th

S-3/A	15th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 15th

S-3/A	16th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 16th

S-3/A	17th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 17th

S-3/A	18th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 18th

S-3/A	19th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 19th

S-3/A	20th Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 20th

S-3/A	Last Page of 21	TOC	1st	Previous	Next	↓Bottom	Just 21st

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3/A’ Filing	Date	First	Last	Other Filings

	6/15/99	12
Filed on:	6/10/99	1	20
	6/8/99	2
	5/14/99	12		10-Q
	4/19/99	3
	3/31/99	5	12	10-K, 10-Q
	3/15/99	12
	1/11/99	1	21	S-3
	1/8/99	1
	1/1/99	11
	12/31/98	12		10-K
	12/18/98	12		8-A12G, 8-K
	3/31/98	5		10-Q, DEF 14A
	1/1/98	11	12
	8/9/95	12
				List all Filings

↑Top

Filing Submission 0000891618-99-002644 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Vantive Corp – ‘S-3/A’ on 6/10/99

On: Thursday, 6/10/99 · Accession #: 891618-99-2644 · File #: 333-70411

Previous ‘S-3’: ‘S-3/A’ on 5/21/99 · Latest ‘S-3’: This Filing

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3Filing Table of Contents

S-3/A — Amendment No. 3 to Form S-3Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

S-3/A — Amendment No. 3 to Form S-3
Document Table of Contents