Vantive Corp – ‘S-3’ on 8/21/98

As of:  Friday, 8/21/98   ·   Accession #:  891618-98-4012   ·   File #:  333-61971

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

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         23    134K 
                          Pursuant to a Transaction                              
 2: EX-5.1      Opinion & Consent of Gray Cary Ware & Freidenrich      1      7K 
 3: EX-23.1     Consent of Independent Public Accountants              1      5K 

S-3   —   Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 1998.
                                              REGISTRATION NO. 333-_____________
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 -------------
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)
 -------------
JOHN R. LUONGO
PRESIDENT, 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. [ ]                                             
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                       Proposed Maximum   Proposed Maximum                   
                                      Amount to be      Offering Price   Aggregate Offering     Amount of    
 Title of Shares to be Registered      Registered         Per Share            Price         Registration Fee
 --------------------------------      ----------         ---------            -----         ----------------
                                                                                                             
Common Stock, ($0.001 par  value)  180,822 shares (1)     $11.00 (2)        $1,989,042 (3)       $ 587 (3)   

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

    (1)  Includes 2,251 shares issuable upon exercise of outstanding
warrants.                                         
       (2)  Estimated solely for the purpose of computing the registration
fee.                                              
         (3)  Computed pursuant to Rule 457(c) based upon the average high and
               low sale prices reported on the Nasdaq National Market for August
18, 1998.                                         

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.                                                                      

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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A           
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE     
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY    
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES  
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE         
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES 
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR  
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.   

 SUBJECT TO COMPLETION DATED AUGUST 21, 1998

180,822 SHARES

 THE VANTIVE CORPORATION

COMMON STOCK

The 180,822 shares (the "Shares") of Common Stock of The Vantive      
Corporation, a Delaware corporation ("Vantive" or the "Company"), offered by    
this Prospectus were issued in connection with the merger of Wayfarer           
Communications, Inc., a California corporation ("Wayfarer"), with and into Revo 
Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of  
Vantive, which was consummated on June 30, 1998 (the "Wayfarer Merger"). The    
Shares consist of (i) 178,571 shares of Common Stock which may be sold from time
to time by or on behalf of certain former shareholders of Wayfarer (the "Selling
Shareholders") and (ii) 2,251 shares of Common Stock issuable upon exercise of  
certain warrants (the "Warrants") to purchase Common Stock of the Company issued
to certain Selling Shareholders by Wayfarer and assumed by the Company pursuant 
to the terms of the Wayfarer Merger. See "Selling Shareholders." In connection  
with the Wayfarer Merger, the Company has agreed to register the Shares under   
the Securities Act of 1933, as amended (the "Securities Act"). The Company has  
also agreed to use all reasonable efforts to cause the registration statement   
covering the Shares to become effective as promptly as practicable after filing 
and to keep this Registration Statement effective until the earlier of (i) June 
30, 1999 or (ii) such time as the Shares can be sold without compliance with the
registration requirements of the Securities Act, provided however that the      
Company shall have the right with certain limitations to require that the       
Selling Shareholders suspend open market offers and sales of the Shares         
whenever, and for so long as, in the reasonable judgment of the Company in good 
faith there may be or is in existence material undisclosed information with     
respect to the Company. The Company will not receive any of the proceeds from   
the sale of the Shares by the Selling Shareholders. The Company will receive    
proceeds from the exercise of the Warrants, if any, and will use any such       
proceeds for general corporate purposes. See "Use of Proceeds."                 

   The Company has been advised by the Selling Shareholders that they intend
to sell all or a portion of the Shares from time to time in The Nasdaq National 
Market, in negotiated transactions or otherwise, and on terms and at prices then
obtainable. The Selling Shareholders and any broker-dealers, agents or          
underwriters that participate with the Selling Shareholders in the distribution 
of any of the Shares may be deemed to be "underwriters" within the meaning of   
the Securities Act, and any commission received by them and any profit on the   
resale of the Shares purchased by them may be deemed to be underwriting         
commissions or discounts under the Securities Act. The Company has agreed to    
indemnify in certain circumstances the Selling Shareholders against certain     
liabilities, including liabilities under the Securities Act. The Selling        
Shareholders have agreed to indemnify in certain circumstances the Company      
against certain liabilities, including liabilities under the Securities Act. See
"Plan of Distribution."                                                         

 The Company will bear all out-of-pocket expenses incurred in connection
with the registration of the Shares, including, without limitation, all         
registration and filing fees imposed by the Securities and Exchange Commission  
(the "Commission"), the National Association of Securities Dealers (the "NASD") 
and blue sky laws, printing expenses, transfer agents' and registrars' fees, and
the reasonable fees and disbursements of the Company's outside counsel and      
independent accountants and a single counsel for all of the Selling             
Shareholders, but excluding                                                     

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underwriting discounts and commissions and transfer or other taxes and other    
costs and expenses incident to the offering and sale of the shares to the public
which shall be borne by the Selling Shareholders.                               

   THE SHARES HAVE NOT BEEN REGISTERED FOR SALE UNDER THE SECURITIES LAWS OF
ANY STATE OR JURISDICTION AS OF THE DATE OF THIS PROSPECTUS. BROKERS OR DEALERS 
EFFECTING TRANSACTIONS IN THE SHARES SHOULD CONFIRM THE REGISTRATION OF THE     
SHARES UNDER THE SECURITIES LAWS OF THE STATES IN WHICH SUCH TRANSACTIONS OCCUR,
OR THE EXISTENCE OF ANY EXEMPTIONS FROM SUCH REGISTRATION.                      

The Company's Common Stock is currently traded on The Nasdaq National 
Market under the symbol "VNTV". On August 18, 1998, the last sale price of the  
Company's Common Stock as reported on The Nasdaq National Market was $11.00.    

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

SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR INFORMATION
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF
THE SHARES OFFERED HEREBY.

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

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
 UPON THE ACCURACY OR ADEQUACY OF THIS
 PROSPECTUS. ANY REPRESENTATION TO THE
 CONTRARY IS A CRIMINAL OFFENSE.

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

The date of this Prospectus is August _____, 1998.

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 AVAILABLE INFORMATION

    The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance        
therewith files reports, proxy statements and other information with the        
Securities and Exchange Commission (the "Commission"). Such reports, proxy      
statements and other information filed by the Company can be inspected and      
copied at the Commission's public reference room at 450 Fifth Street, N.W.,     
Washington, D.C. 20549, as well as at the Regional Offices of the Commission    
located at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,     
Chicago, Illinois 60611 and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can also be obtained by mail from the Public     
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 
20549, upon payment of the fees prescribed by the Commission. The Company's     
Common Stock is traded on The Nasdaq National Market. Reports and other         
information concerning the Company can also be inspected at the offices of the  
National Association of Securities Dealers, Inc., Market Listing Section, 1735 K
Street, N.W., Washington, D.C. 20006. Such reports and other information may    
also be inspected without charge at a Web site maintained by the Commission. The
address of the site is http:\\www.sec.gov.                                      

    The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration       
Statement") under the Securities Act. This Prospectus does not contain all of   
the information set forth in the Registration Statement, certain parts of which 
are omitted in accordance with the rules and regulations of the Commission. For 
further information, reference is made to the Registration Statement, copies of 
which may be obtained from the Public Reference Section of the Commission, 450  
Fifth Street, N.W., Washington, D.C. 20549, upon payment of the fees prescribed 
by the Commission.                                                              

 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference:                       

       1.   The description of the Company's Common Stock contained in the
             Company's Registration Statement on Form 8-A filed on August 9,
1995;                                             

         2.   Annual Report on Form 10-K for the year ended December 31, 1997;

         3.   Quarterly Reports on Form 10-Q for the three-month periods ended
March 31, 1998 and June 30, 1998; and             

        4.   Current Reports on Form 8-K filed on June 23, 1998 and July 15,
1998.                                             

        All documents and reports subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be  
incorporated by reference herein and to be a part hereof from the date of filing
of such documents or reports. Any statement contained in a document incorporated
by reference or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a  
statement contained herein or in any other subsequently filed document which    
also is or is deemed to be incorporated by reference herein modifies or         
supersedes such statement. Any statement so modified or superseded shall not be 
deemed, except as so modified or superseded, to constitute a part of this       
Prospectus. The Company will provide without charge to each person to whom this 
Prospectus is delivered, upon written or oral request, a copy of any or all of  
the foregoing documents incorporated by reference in this Prospectus (other than
any exhibits thereto). Requests for such documents should be submitted in       
writing to The Vantive Corporation, 2455 Augustine Drive, Santa Clara,          
California 95054, Attention: Chief Financial Officer, or by telephone at (408)  
982-5700.                                                                       

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 THE COMPANY

  The Vantive Corporation is a leading provider of front-office automation
software that automates sales and marketing, call centers, field service, help  
desk and quality assurance operations. These integrated front-office software   
applications, called the Vantive Enterprise, are designed to enable businesses  
to attract, acquire and retain customers. The front-office applications         
comprising Vantive Enterprise are built using a component-based, multi-tier     
architecture and a common data model. Vantive Enterprise applications may also  
be used through a Web-based browser, providing the end-user access to the       
software outside the traditional office environment. Vantive Enterprise software
may be used independently or as part of an integrated, enterprise-wide,         
front-office automation system. The Company believes that businesses            
implementing an integrated front-office automation system can better manage     
customer relationships by sharing valuable customer information throughout the  
organization. The Company's front-office software applications have been        
deployed by businesses in a broad range of industries, including software,      
communications, consumer products, finance, outsourcing/services, personal      
computer hardware, healthcare, manufacturing, medical products, public          
sector/regulated industry, online services, consumer goods and retail.          

  On June 30, 1998, the Company completed the Wayfarer Merger, pursuant to
which Wayfarer, a leader in Web-based information delivery, became a            
wholly-owned subsidiary of the Company. Under the terms of the agreement,       
Vantive issued 178,571 shares of the Company's Common Stock in exchange for all 
outstanding shares of Wayfarer and has reserved 2,251 shares of the Company's   
Common Stock issuable upon exercise of the Warrants. The Wayfarer Merger has    
been accounted for as a purchase, and Vantive has recorded charges related to   
the acquisition of approximately $9.5 million, including a one-time in-process  
research and development charge and a compensatory bonus expense in the second  
quarter of 1998.                                                                

The Company was incorporated in California on October 25, 1990 and    
reincorporated in Delaware on August 10, 1995. The Company's principal executive
offices are located at 2455 Augustine Drive, Santa Clara, California 95054, and 
its telephone number is (408) 982-5700.                                         

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RISK FACTORS

 The following risk factors should be considered in conjunction with the
other information included and incorporated by reference in its Prospectus      
before purchasing the Common Stock offered hereby. This Prospectus contains     
forward-looking statements within the meaning of Section 27A of the Securities  
Act and Section 21E of the Exchange Act. Actual results could differ materially 
from those projected in these forward-looking statements as a result of a       
variety of factors, including those set forth below and elsewhere in this       
Prospectus.                                                                     

FUTURE OPERATING RESULTS UNCERTAIN.                                             

     The Company has experienced significant growth and significant fluctuations
in growth in revenues in recent periods. The Company does not believe that the  
historical growth rates of revenues will be sustainable or are indicative of    
future results. In addition, the Company's limited operating history makes the  
prediction of future operating results difficult or impossible. The Company's   
future operating results will depend on many things, including demand for the   
Company's products, the level of product and price competition, the ability of  
the Company to develop and market new products and to control costs, the ability
of the Company to expand its direct sales force and indirect distribution       
channels and the ability to attract and retain key personnel. The Company is    
currently investing, and intends to continue to invest, significant resources to
develop its sales strategy, which could adversely affect the Company's operating
margins. Competition for good salespeople and sales managers is intense and     
there can be no assurance that the Company can retain its existing sales        
personnel or that it can attract, assimilate and retain additional highly       
qualified sales personnel in the future. The Company's strategy also depends, in
part, on relationships with third parties. There also can be no assurance that  
the Company will attract and retain appropriate high-end integrators, resellers 
and other third party distributors to market the Company's products effectively.
Further, the Company believes, based on interactions with its customers and     
potential customers, that the purchase of its products is relatively            
discretionary and generally involves a significant commitment of capital. As a  
result, in the event of any downturn in any potential customer's business or the
economy in general, purchases of the Company's products may be deferred or      
canceled, which could have a material adverse effect on the Company's business, 
results of operations and financial condition. The Company was not profitable   
prior to 1995 and there can be no assurance that the Company will remain        
profitable on a quarterly or annual basis.                                      

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS.                                    

The Company's quarterly operating results have in the past varied     
substantially and will probably in the future vary significantly depending on   
factors such as the size, timing and recognition of revenue from significant    
orders, increased competition, sales execution, the timing of new product       
releases by the Company and its competitors, market acceptance of the Company's 
products, changes in the Company's and its competitors' pricing policies, the   
mix of license and service revenue, budgeting cycles of its customers,          
seasonality, the mix of direct and indirect sales, changes in operating         
expenses, changes in Company strategy, personnel changes, foreign currency      
exchange rates and general economic factors.                                    

     A significant portion of the Company's revenues in any quarter is typically
derived from non-recurring sales to a limited number of customers. Accordingly, 
revenues in any one quarter are not indicative of revenues in any future period.
In addition, like many software applications businesses, the Company has        
generally recognized a substantial portion of its revenues in the last month of 
each quarter, with these revenues concentrated in the last weeks of the quarter.
Any significant deferral of purchases of the Company's products, or failure by  
the Company to close anticipated transactions could have a material adverse     
effect on the Company's business, results of operations and financial condition 
in any particular quarter and to the extent that significant sales occur earlier
than expected, operating results for subsequent quarters may be adversely       
affected. Product revenues are also difficult to forecast because the market for
front-office automation software products is rapidly evolving. The Company's    
sales cycle is typically six to nine months but varies substantially from       
customer to customer. The Company expects that sales made through indirect      
channels, which are harder to predict and usually have lower margins than direct
sales, will increase as a percentage of total revenues.                         

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 The Company operates with little order backlog because its products are
typically shipped shortly after orders are received. As a result of these       
factors, quarterly revenues for any future quarter are not predictable with any 
significant degree of certainty. The Company's expense levels are based, in     
part, on its expectations as to future revenues. Net income may be              
disproportionately affected by a reduction in revenues, because most of the     
Company's expenses do not vary with revenues. The Company may also choose to    
reduce prices or increase spending in response to competition or to pursue new  
market opportunities. In particular, if new competitors, technological advances 
by existing competitors, or other competitive factors require the Company to    
invest significantly greater resources in research and development efforts, the 
Company's operating margins in the future may be adversely affected.            

Because of these factors, the Company believes that period-to-period  
comparisons of its results of operations are not necessarily meaningful and that
such comparisons should not be relied upon as indications of future performance.
Due to all of the foregoing factors, and as occurred in the quarter ended June  
30, 1998, it is likely that in some future quarter the Company's operating      
results will be below the expectations of public market analysts and investors. 
If this happens, the price of the Company's Common Stock will likely be         
materially adversely affected.                                                  

RAPID TECHNOLOGICAL CHANGE AND PRODUCT DEVELOPMENT RISKS.                       

The front-office automation software market is subject to rapid       
technological change, changing customer needs, frequent new product             
introductions and evolving industry standards that may render existing products 
and services less marketable or obsolete. As a result, the Company's position in
its existing markets or other markets that it may enter could be eroded rapidly 
by product advances. The life cycles of the Company's products are difficult to 
estimate. The Company's growth and future financial performance will depend in  
part on its ability to enhance existing applications, develop and introduce new 
applications that keep pace with technological advances, meet changing customer 
requirements, respond to competitive products and achieve market acceptance.    
These are increasingly complex and costly undertakings. For example, the        
Company's customers have adopted a wide variety of hardware, software, database,
Internet-based and networking platforms and as a result, to gain broad market   
acceptance, the Company must continue to support and maintain its products on a 
variety of such platforms. The Company's future success will depend on its      
ability to address the increasingly sophisticated needs of its customers by     
supporting existing and emerging hardware, software, database, Internet-based   
and networking platforms and by developing and introducing enhancements to its  
products and new products on a timely basis that keep pace with technological   
developments, evolving industry standards and changing customer requirements.   
The Company may not be able to successfully change other aspects of its         
business, such as its distribution channels or cost structure, if technological 
changes in its market require such change.                                      

   The Company's product development efforts require substantial investments
by the Company. There can be no assurance that the Company will have sufficient 
resources to make the necessary investments. The Company has in the past        
experienced development delays and there can be no assurance that the Company   
will not experience such delays in the future. There can be no assurance that   
the Company will not experience difficulties that could delay or prevent the    
successful development, introduction or marketing of new or enhanced products in
the future. In addition, there can be no assurance that such products will meet 
the requirements of the marketplace and achieve market acceptance. If the       
Company is unable, for technological or any other reasons, to develop and       
introduce new and enhanced products in a timely manner, the Company's business, 
results of operations and financial condition could be materially adversely     
affected.                                                                       

  Software products as complex as those offered by the Company may contain
errors that may be detected at any point in the products' life cycles. The      
Company has in the past discovered software errors in certain of its products   
and has delayed shipment of products during the period required to correct these
errors. There can be no assurance that, despite testing by the Company and by   
current and potential customers, errors will not be found, resulting in loss of,
or delay in, market acceptance and sales, diversion of development resources,   
injury to the Company's reputation, or                                          

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increased service and warranty costs, any of which could have a material adverse
effect on the Company's business, results of operations and financial condition.

RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS.                                   

     As part of its business strategy, the Company expects to review acquisition
prospects that would complement its existing product offerings, augment its     
market coverage or enhance its technological capabilities or that may otherwise 
offer growth opportunities. Future acquisitions by the Company could result in  
potentially dilutive issuances of equity securities, the incurrence of debt and 
contingent liabilities or amortization expenses related to goodwill and other   
intangible assets, any of which could materially adversely affect the Company's 
operating results and/or the price of the Company's Common Stock. Acquisitions  
entail numerous risks, including difficulties in the assimilation of acquired   
operations, technologies and products, diversion of management's attention to   
other business concerns, risks of entering markets which the Company has no or  
limited prior experience and potential loss of key employees of acquired        
organizations. No assurance can be given as to the ability of the Company to    
successfully integrate any businesses, products, technologies or personnel that 
might be acquired in the future, and the failure of the Company to do so could  
have a material adverse effect on the business, operating results and financial 
condition of the Company.                                                       

COMPETITION.                                                                    

The front-office automation software market is intensely competitive, 
highly fragmented and subject to rapid change. Because the Company offers       
multiple applications that can be purchased separately or integrated as part of 
Vantive Enterprise, the Company competes with a variety of other businesses     
depending on the target market for their applications software products. These  
competitors include a select number of businesses targeting the enterprise-level
and department-level front-office markets, such as Astea International, Inc.,   
Aurum Software, Inc. (a subsidiary of The Baan Company), Clarify, Inc., Onyx    
Software, and Siebel Systems, Inc.                                              

The Company also competes with a substantial number of businesses that
offer products targeted at one or more specific markets, including the customer 
support market, the help desk market, the quality assurance market and the sales
and marketing automation market, such as Remedy Corporation and Software        
Artistry, Inc. (which was acquired by the IBM subsidiary, Tivoli Systems, Inc.).
The Company believes that such point solution providers may expand their product
offerings, which could provide increased competition for the company across its 
market segments. The Company also competes with third party professional service
organizations that develop custom software and with internal information        
technology departments of customers that develop customer interaction           
applications. Among the Company's current and potential competitors are also a  
number of large hardware and software businesses that may develop or acquire    
products that compete with the Company's products. In this regard, SAP AG,      
Oracle Corporation and The Baan Company have each introduced sales automation   
and/or customer support modules as part of their application suites. Oracle has 
announced the creation of a network of third party dealers that will sell       
Oracle's application suites exclusively to medium-sized businesses.             

    The Company expects that large software vendors in the enterprise resource
planning market will continue to enter and pursue the front-office automation   
market. These competitors have significantly greater financial, marketing,      
service, support, technical and other resources than the Company.               

The Company also expects that competition will increase as a result of
software industry consolidations. Current and potential competitors have        
established or may establish cooperative relationships among themselves or with 
third parties to increase the ability of their products to address the needs of 
the Company's prospective customers. Accordingly, it is possible that new       
competitors or alliances among competitors may emerge and rapidly acquire       
significant market share. The Company also expects that competition may increase
as a result of both new software start ups entering the market as well as       
existing software industry vendors which may be planning to enter the market for
front-office applications. Increased competition is likely to result in price   
reductions, reduced operating margins and loss of market share, any of which    
could materially adversely affect the Company's business, results of operations 
and financial condition. Many of the Company's current and potential competitors
have significantly greater financial, marketing, service, support, technical and
other resources than the Company. As a result, they may be able to respond more 
quickly to new or emerging technologies and changes in customer                 

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requirements, or to devote greater resources to the development, promotion,     
service and sale of their products than can the Company. There can be no        
assurance that the Company will be able to compete successfully against current 
and future competitors or that competitive pressures faced by the Company will  
not materially adversely affect its business, results of operations and         
financial condition.                                                            

   The Company believes that the principal competitive factors affecting its
market include product features such as adaptability, scalability, ability to   
integrate with products produced by other vendors, functionality, ease of use   
and such other factors as product reputation, quality, performance, price,      
customer service and support, the effectiveness of sales and marketing efforts  
and company reputation. Although the Company believes that its products         
currently compete favorably with respect to such factors, there can be no       
assurance that the Company can maintain its competitive position against current
and potential competitors, especially those with significantly greater          
financial, marketing, service, support, technical and other resources.          

DEPENDENCE ON EMERGING MARKETS FOR FRONT-OFFICE AUTOMATION SOFTWARE; PRODUCT    
CONCENTRATION.                                                                  

     The Company's future financial performance will depend in large part on the
growth in demand for individual front-office automation applications as well as 
the number of organizations adopting comprehensive front-office automation      
software information systems. To date, much of the Company's license revenues   
have resulted from sales of individual applications, particularly Vantive       
Support, Vantive HelpDesk, and Vantive Sales. The markets for these applications
are relatively new and undeveloped and failure of these markets to expand would 
have a material adverse effect on the Company's business, results of operations 
and financial condition. Additionally, the Company is investing in the field    
service and quality automation markets. Should these markets fail to develop,   
not accept the Company's products or cause the company to lose new business     
and/or customers in its traditional markets, there would be an adverse effect on
the Company's business, results of operations and financial condition.          

The Company believes that an important competitive advantage for its  
software applications is their ability to be integrated with one another and    
with other back-office software applications to create an enterprise-wide       
information system. If the demand for integrated suites of front-office         
automation applications fails to develop, or develops more slowly than the      
Company currently anticipates, it could have a material adverse effect on the   
demand for the Company's applications and on its business, results of operations
and financial condition. In addition, any other factor adversely affecting the  
demand for the Company's existing applications could have a material adverse    
effect on the Company's business, results of operations and financial condition.

MANAGEMENT OF EXPANDING OPERATIONS; DEPENDENCE UPON KEY PERSONNEL.              

   The Company's ability to compete effectively and to manage future growth,
if any, will require the Company to continue to improve its financial and       
management controls, reporting systems and procedures on a timely basis and     
expand, train and manage its workforce. There can be no assurance that the      
Company will be able to do so. The Company's failure to do so could have a      
material adverse effect on the Company's business, results of operations and    
financial condition. The Company has recently hired a significant number of     
employees, including senior sales and marketing personnel and in order to       
maintain its ability to grow in the future, the Company will be required to     
significantly increase its total headcount. In addition, the Company's future   
performance depends in significant part upon attracting and retaining key       
technical, sales, senior management and financial personnel. In particular,     
delays in hiring sales or research and development personnel may have a material
adverse effect on the Company's business, results of operations and financial   
condition. The loss of the services of one or more of the Company's officers or 
the inability to recruit other additional senior management could have a        
material adverse effect on the Company's business, results of operations and    
financial condition. Competition for such personnel is intense and the inability
to retain its key technical, sales, senior management and financial personnel or
to attract, assimilate or retain other highly qualified technical, sales, senior
management and financial personnel in the future on a timely basis could have a 
material adverse effect on the Company's business, results of operations and    
financial condition.                                                            

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INTERNATIONAL OPERATIONS, FOREIGN CURRENCY FLUCTUATIONS.                        

International revenue, or revenue derived from sales to customers in  
foreign countries, accounted for approximately 28% and 15% of the Company's     
revenue in the quarter ended June 30, 1998 and 1997, and 28% and 13% of the     
Company's revenue in the six months ended June 30, 1998 and 1997, respectively. 
International revenues increased by 177% for the quarter ended June 30, 1998    
compared to quarter ended June 30, 1997 and by 214% for the six months ended    
June 30, 1998 compared to six months ended June 30, 1997 demonstrating the wide 
acceptance of Vantive's front office automation products through the IT         
Community. The majority of this international revenue has come from Europe. The 
Company believes that its continued growth and profitability will require       
further expansion of its international operations. To successfully expand       
international sales, the Company must establish additional foreign operations,  
hire additional personnel and recruit additional international resellers. To the
extent that the Company is unable to do so in a timely manner, the Company's    
growth in international sales, if any, will be limited and the Company's        
business, results of operations and financial condition could be materially     
adversely affected.                                                             

As the Company continues to expand its international operations,      
significant costs may be incurred before achieving any additional international 
revenues, which could have a material adverse effect on the Company's business, 
results of operations and financial condition. In addition, future increases in 
the value of the U.S. dollar could make the Company's products less competitive 
in foreign markets. There are certain risks inherent in doing business on an    
international level, such as unexpected changes in regulatory requirements,     
export restrictions, tariffs and other trade barriers, difficulties in staffing 
and managing foreign operations, longer payment cycles, problems in collecting  
accounts receivable, political instability, changes in foreign economic         
conditions, fluctuations in currency exchange rates, seasonal reductions in     
business activity during the summer months in Europe and certain other parts of 
the world and potentially adverse tax consequences, any of which could adversely
impact the success of the combined company's international operations. The      
Company's foreign subsidiaries operate primarily in local currencies, and their 
results are translated into US dollars. If the value of the US dollar increases 
relative to foreign currencies, the Company's operating results could be        
materially adversely affected. In particular, revenue from sales in the Pacific 
Rim could be adversely affected by declines in the value of such currencies     
against the dollar.                                                             

   The Company has not been significantly affected by the recent unfavorable
economic conditions in certain Asian and Pacific Rim countries. If the economic 
conditions in these markets do not improve, this may have an adverse impact on  
the Company's business, results of operations, and financial condition.         

INCREASED USE OF THIRD PARTY SOFTWARE.                                          

The Company currently markets a proprietary application development   
environment for its customers to tailor its products. This application          
development environment is also used by the Company to build and modify its     
products. The Company believes, based on interactions with its customers and    
potential customers, that it currently derives a competitive advantage from this
proprietary application development environment. However, the Company believes  
that competitive pressures, technological changes demanded by customers and     
significant advances in the sophistication of third party application           
development tools such as Visual Basic will require the Company to make greater 
use of third party software in the future. The greater use of third party       
software could require the Company to invest significant resources in rewriting 
some or all of its 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 and any        
competitive advantage associated with the proprietary development environment.  
There can be no assurance that the Company would be able to successfully rewrite
its applications or enter into commercially reasonable licenses and the costs   
of, or inability or delays in doing so could have a material adverse effect on  
the Company's business, results of operations and financial condition.          

LEVERAGE; SUBORDINATION.                                                        

In connection with the August 1997 sale of its 4.75% Convertible      
Subordinated Notes (the "Notes"), the Company has incurred $69 million of       
indebtedness. As a result of this additional indebtedness, the Company's        
principal and interest obligations have increased substantially. The degree to  
which the                                                                       

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Company is leveraged could materially and adversely affect the Company's ability
to obtain financing for working capital, acquisitions or other purposes and     
could make it more vulnerable to industry downturns and competitive pressures.  
The Company's ability to meet its debt service obligations is dependent upon the
Company's future performance, which will be subject to financial, business and  
other factors affecting the operations of the Company, many of which are beyond 
its control.                                                                    

NEED TO EXPAND DISTRIBUTION CHANNELS AND SUCCESSFULLY LEVERAGE THIRD PARTY      
RELATIONSHIPS.                                                                  

  An important element of the Company's distribution strategy is to expand
its direct sales force, to create additional relationships with third parties   
and to dedicate certain direct sales resources and leverage third party         
relationships to cover key vertical markets. An important element of the        
Company's strategy is to integrate its products with products from enterprise   
resource planning ("ERP") vendors. The Company is currently investing and       
intends to continue to invest, significant resources toward these strategies,   
which could adversely affect the Company's operating margins. In this regard,   
the Company has recently hired significant numbers of direct salespeople.       
Competition for salespeople is intense and there can be no assurance that the   
Company can retain its existing salespeople or that it can attract, assimilate  
and retain additional highly qualified salespeople in the future. The Company's 
distribution strategy also depends, in large part, on attracting and retaining  
beneficial third party relationships. There also can be no assurance that the   
Company will be able to attract and retain appropriate high-end integrators,    
resellers, other third party distributors or ERP vendors. The Company's         
agreements with these third parties are not exclusive and, in many cases, may be
terminated by either party without cause. In addition, many of these third      
parties sell or co-market competing product lines. Therefore, there can be no   
assurance that any of these parties will continue to represent or recommend the 
Company's products. There also can be no assurance that the Company will        
effectively identify key vertical markets. The inability to recruit, or the loss
of, important direct sales personnel, high-end integrators, resellers, other    
third party distributors or ERP vendors, or the failure to effectively identify 
key vertical markets, could have a material adverse effect on the Company's     
business, results of operations and financial condition.                        

POSSIBLE VOLATILITY OF STOCK PRICE.                                             

   Future announcements concerning the Company or its competitors, quarterly
variations in operating results, announcements of technological innovations, the
introduction of new products or changes in product pricing policies by the      
Company or its competitors, proprietary rights or other litigation, changes in  
earnings estimates by analysts or other factors could cause the market price of 
the Common Stock to fluctuate substantially. In addition, stock prices for many 
technology companies fluctuate widely for reasons which may be unrelated to     
operating results of such companies. These fluctuations, as well as general     
economic, market and political conditions such as changes in interest rates,    
recessions or military conflicts, may materially and adversely affect the market
price of the Company's Common Stock. 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 companies. Such        
litigation could result in substantial costs and a diversion of management's    
attention and resources, which could have a material adverse effect on the      
Company's business, results of operations and financial condition.              

ANTI-TAKEOVER EFFECTS OF RESTATED CERTIFICATE OF INCORPORATION, BYLAWS AND      
DELAWARE LAW.                                                                   

   Certain provisions of the Company's Restated Certificate of Incorporation
and Bylaws and of Delaware Law could discourage potential acquisition proposals 
and could delay or prevent a change in control of the Company. Such provisions  
could diminish the opportunities for a stockholder to participate in tender     
offers, including tender offers at a price above the then current market value  
of the common stock. Such provisions may also inhibit increase in the market    
price of the common stock that could result from takeover attempts. In addition,
the Restated Certificate of Incorporation authorizes 2,000,000 shares of        
undesignated preferred stock. The board of directors of the Company, without    
further stockholder approval, may issue this preferred stock with such terms as 
the board of directors may determine, which could have the effect of delaying or
preventing a change in control                                                  

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of the Company. The issuance of preferred stock could also adversely affect the 
voting power of the holders of common stock, including the loss of voting       
control. Such preferred stock could be utilized to implement, without           
stockholder approval, a stockholders' right plan that could be triggered by     
certain change in control transactions, which could delay or prevent a change in
control of the Company or could impede a merger, consolidation, takeover or     
other business combination involving the Company, or discourage a potential     
acquirer from making a tender offer or otherwise attempting to obtain control of
the Company. The Company's bylaws and indemnity agreements provide that the     
Company will indemnify officers and directors against losses that they may incur
in legal proceedings resulting from their service to the Company. In addition,  
the Restated Certificate of Incorporation and Bylaws eliminate the right of     
stockholders to take action by written consent. Moreover, section 203 of the    
Delaware General Corporation Law restricts certain business combinations with   
"interested stockholders" as defined by that statute. The provisions of the     
Restated Certificate of Incorporation and Bylaws and of Delaware Law are        
intended to encourage potential acquirers to negotiate with the Company and     
allow the board of directors the opportunity to consider alternative proposals  
in the interest of maximizing stockholder value. However, such provisions may   
also have the effect of discouraging acquisition proposals or delaying or       
preventing a change in control of the Company, which in turn may have an adverse
effect on the market price of the Company's common stock.                       

DEPENDENCE ON LICENSED TECHNOLOGY.                                              

Vantive licenses technology on a non-exclusive basis from several     
businesses for use with its products and anticipates that it will continue to do
so in the future. The inability of the Company to continue to license these     
products or to license other products for use with its products or substantial  
increases in royalty payments under these third party licenses could have a     
material adverse effect on its business, results of operations and financial    
condition. In addition, the effective implementation of the Company's products  
depends upon the successful operation of these licensed products in conjunction 
with the Company's products and therefore any undetected errors in such licensed
products may prevent the implementation or impair the functionality of the      
Company's products, delay new product introductions and/or injure the Company's 
reputation. Such problems could have a material adverse effect on the Company's 
business, results of operations and financial condition.                        

DEPENDENCE ON PROPRIETARY TECHNOLOGY; RISKS OF INFRINGEMENT.                    

     The Company's success is heavily dependent upon proprietary technology. The
Company relies primarily on a combination of copyright, trademark and trade     
secrets laws, as well as confidentiality procedures and contractual provisions  
to protect its proprietary rights. There can be no assurance that such measures 
will be adequate to protect the Company from infringement of its technology. The
Company presently has no patents or patent applications pending. Despite the    
Company's efforts to protect its proprietary rights, attempts may be made to    
copy aspects of the Company's products or to obtain and use information that the
Company regards as proprietary. In particular, as the Company provides its      
licensees with access to the proprietary information underlying the Company's   
licensed applications, there can be no assurance that licensees or others will  
not develop products which infringe the Company's proprietary rights.           

    Policing unauthorized use of the Company's products is difficult and while
the Company is unable to determine the extent to which piracy of its software   
products exists, software piracy can be expected to be a persistent problem. In 
addition, the laws of some foreign countries do not protect the Company's       
proprietary rights to as great an extent as do the laws of the United States.   
There can be no assurance that the Company's means of protecting its proprietary
rights will be adequate or that the Company's competitors will not independently
develop similar technology. The Company is not aware that any of its products   
infringe the proprietary rights of third parties, although the Company has in   
the past and may in the future, receive communications alleging possible        
infringement of third party intellectual property rights. The Company expects   
that software product developers will increasingly be subject to infringement   
claims as the number of products and competitors in the Company's target markets
grows and the functionality of products in such markets overlaps. Any such      
claims, with or without merit, could be time-consuming, result in costly        
litigation, cause product shipment delays or require the Company to enter into  
royalty or licensing agreements. Such royalty or licensing agreements, if       
required, may not be available on terms acceptable to the Company or at all,    
which could have a material adverse effect upon the Company's business, results 
of operations and financial condition.                                          

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PRODUCT LIABILITY.                                                              

The Company's license agreements with its customers typically contain 
provisions intended to limit the Company's exposure to potential product        
liability claims. It is possible that the limitation of liability provisions    
contained in the Company's agreements may not be effective. Although the Company
has not experienced any product liability claims to date, the sale and support  
of products by the Company and the incorporation of products from other         
businesses may entail the risk of such claims. A successful product liability   
action brought against the Company could have a material adverse effect upon the
Company's business, results of operations and financial condition.              

YEAR 2000 COMPLIANCE.                                                           

   Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. These date code fields 
will need to accept four digit entries to distinguish 21st century dates from   
the 20th century dates. As a result many companies' software and computer       
systems may need to be upgraded or replaced in order to comply with such "Year  
2000" requirements. Although the Company believes that its systems are Year 2000
compliant, the Company utilizes third-party equipment and software that may not 
be Year 2000 compliant. Failure of such third-party equipment or software to    
operate properly with regard to Year 2000 and thereafter could require the      
Company to incur unanticipated expenses to address any problems, which could    
have a material adverse effect on the Company's business, operating results and 
financial condition. The business, operating results and financial condition of 
the Company's customers could be adversely affected to the extent that they     
utilize third-party software products which are not Year 2000 compliant.        
Furthermore, the purchasing patterns of customers or potential customers may be 
affected by Year 2000 issues as companies expend significant resources to       
correct their current systems for Year 2000 compliance. These expenditures may  
result in reduced funds available to purchase products and services such as     
those offered by the Company, which could have a material adverse effect on the 
Company's business, operating results and financial condition. The Vantive      
Enterprise has been designed to support dates well into the next century and to 
be Year 2000 compliant. Failure of the software to operate properly with regard 
to Year 2000 and thereafter could require the Company to incur unanticipated    
expenses to address any problems, which could have a material adverse effect on 
the Company's business, operating results and financial condition.              

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SELLING SHAREHOLDERS

   Certain Selling Shareholders hold Shares which were issued by the Company
in the Wayfarer Merger and certain Selling Shareholders will hold shares of     
Common Stock of the Company which are issuable upon exercise of the Warrants.   

    The table below lists the Selling Shareholders and the number of shares of
Vantive Common Stock which each owned as of August 12, 1998, all of which are   
subject to sale pursuant to this Registration Statement, and the number of the  
shares of Vantive Common Stock which each would own assuming that such number of
Shares were offered and assuming the sale of all such Shares permitted to be    
sold.                                                                           

                                                                [Download Table]

                                                         SHARES OWNED 
            SELLING SHAREHOLDER(1)                     BEFORE OFFERING
            ----------------------                     ---------------
                                                                      
Joyce and William Armstrong                                 20        
Bay Partners SBIC                                           15,523    
Bayview Investors, Ltd.                                     4,657     
Philipp J. Beisel                                           1,061     
Philipp W. Beisel                                           824       
Edward E. Colby                                             2,363     
Dennis S. Crow                                              20        
Michael Curry                                               10        
David and Susan Davis                                       46        
Freda Mae Davis                                             172       
Jane Dietze                                                 51        
Landon M. Dyer                                              186       
David and Michaelyn Eppley                                  73        
F&W Investments 1996                                        398       
Donald G. and Jean M. Foster                                265       
Jamie Hamilton                                              51        
Robert Scott Healy                                          3         
Roland Heiniel                                              18        
Thomas A. and Susan C. Herring                              26        
Jeff Hosley                                                 51        
Hummer Winblad Tech. Fund II, L.P.                          983       
Hummer Winblad Tech Fund II(A), L.P.                        80        
Hummer Winblad Venture Partners II, L.P.                    25,504    
Brian Jacoby                                                2         
J.F. Shea Co., Inc. as Nominee                              7,761     
Berta Kerr                                                  2         
Korea Technology Banking Corp.                              13,265    
Carl and Sandi Lefebvre                                     2         
William P. and Jane S. Marino                               3         
Joseph E. McKairnes                                         2         
Darlene Mooreland                                           51        
Christopher and Sandra Goozee Nichols                       5         
William J. Patterson, Sr.                                   32        
Stephen Piziali                                             18        
Stephen Quinn                                               1         
RC Search, Inc.                                             2         
RS & Co. IV, L.P.                                           26,389    
Patricia and Cory Ricard                                    13        

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                                                                [Download Table]

                                                         SHARES OWNED 
            SELLING SHAREHOLDER(1)                     BEFORE OFFERING
            ----------------------                     ---------------
                                                                      

DonnaJay and Jeffry Robelen                                 2         
Alain Rossman                                               830       
Mark Rozanski                                               2         
Carol M. Sams                                               3         
Dr. Robert Scoren                                           265       
Robert Donald Scoren Trust                                  53        
Anna Seitz                                                  219       
Gregory Seitz                                               612       
Sequoia Capital VI                                          44,074    
Sequoia Technology Partners VI                              2,422     
Sequoia XXIV                                                929       
Sequoia 1995                                                531       
SQP 1997                                                    306       
Sequoia 1997                                                173       
Stanford University                                         464       
Sumitomo Corporation                                        26,530    
David Walls-Kaufman                                         2         
Wavelength Technologies                                     133       
Robert R. Welland                                           265       
Robert V. Welland                                           425       
Hiranori and Toyoko Yogi                                    265       
Sharon Yogi                                                 133       
Comdisco, Inc.                                              328(2)    
Silicon Valley Bank                                         1,923(3)  
===================                                         =======   
    TOTALS                                                  180,822   

----------                                                                      

(1)  The persons/entities named in the table have sole voting and investment    
power with respect to all shares of Vantive Common Stock shown as     
beneficially owned by them, subject to community property laws, where 
applicable.                                                           

(2)  The number of shares set forth assumes the exercise of the Warrant held by 
Comdisco, Inc. (the "Comdisco Warrant"). Pursuant to the terms of the 
     Wayfarer Merger, the Company assumed the Comdisco Warrant on the same terms
  and conditions as were applicable prior to the Wayfarer Merger. Prior to
the Wayfarer Merger, the Comdisco Warrant entitled Comdisco, Inc. to  
  purchase 19,000 shares of Wayfarer Series D Preferred Stock. Pursuant to
     the terms of the Wayfarer Merger, each share of Wayfarer Series D Preferred
Stock was converted into 0.0172439 of a share of Common Stock of the  
 Company. Thus, upon the effectiveness of the Wayfarer Merger, Comdisco,
    Inc. is entitled to receive 328 shares of Common Stock of the Company upon
exercise of the Comdisco Warrant.                                     

(3)  The number of shares set forth assumes the exercise of two Warrants held by
     Silicon Valley Bank (collectively, the "Silicon Warrants"). Pursuant to the
   terms of the Wayfarer Merger, the Company assumed the Silicon Warrants on
the same terms and conditions as were applicable prior to the Wayfarer
     Merger. Prior to the Wayfarer Merger, the Silicon Warrants entitled Silicon
    Valley Bank to purchase an aggregate of 60,923 shares of Wayfarer Series F
   Preferred Stock. Pursuant to the terms of the Wayfarer Merger, each share
of Wayfarer Series F Preferred Stock was converted into 0.0315696 of a
   share of Common Stock of the Company. Thus, upon the effectiveness of the
     Wayfarer Merger, Silicon Valley Bank is entitled to receive an aggregate of
  1,923 shares of Common Stock of the Company upon exercise of the Silicon
Warrants.                                                             

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PLAN OF DISTRIBUTION

     Pursuant to the Agreement and Plan of Reorganization dated June 18, 1998 by
and among the Company, Revo Acquisition Corporation and Wayfarer, the Company   
has filed with the Commission under the Securities Act the Registration         
Statement, of which this Prospectus forms a part, with respect to the resale of 
the Shares from time to time and has agreed to use all reasonable efforts to    
cause such Registration Statement to remain effective until the earlier of (i)  
June 30, 1999 or (ii) such time as the Shares can be sold without compliance    
with the registration requirements of the Securities Act; provided, however,    
that the Company has the right, subject to certain limitations, to require that 
the Selling Shareholders suspend open market offers and sales of the Shares     
whenever, and for so long as, in the reasonable judgment of the Company in good 
faith, there is or may be in existence material undisclosed information or      
events with respect to the Company.                                             

   Each of the Selling Shareholders will act independently of the Company in
making decisions with respect to the timing, manner and size of each sale. The  
Selling Shareholder may choose to sell the Shares from time to time at market   
prices prevailing at the time of the sale, at prices related to the then        
prevailing market prices or in negotiated transactions, including pursuant to an
underwritten offering or pursuant to one or more of the following methods: (a)  
block trades in which the broker or dealer so engaged will attempt to sell the  
Shares as agent but may position and resell a portion of the block as principal 
to facilitate the transaction, (b) purchases by a broker or dealer as principal 
and resale by such broker or dealer for its account pursuant to this Prospectus 
and (c) ordinary brokerage transactions and transactions in which the broker    
solicits purchasers.                                                            

    In connection with the sale of the Shares, Selling Shareholders 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            
Shareholders in amounts to be negotiated immediately prior to the sale. In      
addition, underwriters or agents may receive compensation from the Selling      
Shareholders 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, such 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 and any discounts or commissions received by them from the Selling 
Shareholders 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, including the name or names of any underwriters, dealers or agents,   
the purchase price paid by any underwriter for Shares purchased from the Selling
Shareholders and/or the Company, and any discounts, commissions or concessions  
allowed or reallowed or paid to dealers, including the proposed selling price   
to the public.                                                                  

  The Company has agreed to indemnify in certain circumstances the Selling
Shareholders against certain liabilities, including liabilities under the       
Securities Act. The Selling Shareholders have agreed to indemnify in certain    
circumstances the Company against certain liabilities, including liabilities    
under the Securities Act.                                                       

   Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the shares may not simultaneously engage in market 
making activities with respect to the shares for a period of nine business days 
prior to the commencement of such distribution. In addition, and without        
limiting the foregoing, the selling shareholders will be subject to applicable  
provisions of the Exchange Act and the rules and regulations thereunder         
including, without limitation, rules 10B-2, 10B-6 and 10B-7, which provisions   
may limit the timing of purchases and sales of the shares by the selling        
shareholders.                                                                   

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

 The Company will bear all out-of-pocket expenses incurred in connection
with the registration of the Shares, including, without limitation, all         
registration and filing fees imposed by the Commission, the NASD and            

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blue sky laws, printing expenses, transfer agents' and registrars' fees, and    
the fees and disbursements of the Company's outside counsel and independent     
accountants, but excluding underwriting discounts and commissions and transfer  
or other taxes which shall be borne by the Selling Shareholders.                

 USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the 
Shares by the Selling Shareholders. The Company will receive proceeds from the  
exercise of the Warrants, if any, and will use any such proceeds for general    
corporate purposes.                                                             

 LEGAL MATTERS

 The validity of the Shares is being passed upon for the Company by Gray
Cary Ware & Freidenrich LLP, Palo Alto, California.                             

 EXPERTS

The consolidated financial statements of the Company appearing in the 
Company's Annual Report on Form 10-K for the year ended December 31, 1997 have  
been audited by Arthur Andersen LLP, independent accountants, as set forth in   
their report thereon, included therein and incorporated herein by reference.    
Such consolidated financial statements are incorporated herein by reference in  
reliance upon such report given upon the authority of such firm as experts in   
accounting and auditing.                                                        

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No dealer, salesman or other person has been authorized to give any information 
or to make any representations other than those contained or incorporated by    
reference in this prospectus in connection with the offering described herein,  
and, if given or made, such information or representation must not be relied    
upon as having been authorized by the company, any selling shareholder or by any
underwriter. This prospectus does not constitute an offer to sell, or a         
solicitation of an offer to buy, any securities other than the registered       
securities to which it relates, or an offer to sell, or a solicitation of an    
offer to buy, in any jurisdiction in which it is unlawful to make such offer or 
solicitation. Neither the delivery of this prospectus nor any sale made         
hereunder shall, under any circumstances, create an implication that there has  
been no change in the affairs of the company since the date hereof or that the  
information contained herein is correct as of any time subsequent to the date   
hereof.                                                                         

 TABLE OF CONTENTS

                                                                [Download Table]

                                                PAGE
                                                ----
                                                    
Available Information..................           1 

Incorporation of Certain Documents by               
    Reference..........................           1 

The Company............................           2 

Risk Factors...........................           3 

Selling Shareholders...................           11

Plan  of Distribution..................           13

Use of Proceeds........................           14

Legal Matters..........................           14

Experts................................           14


PROSPECTUS

180,822 SHARES

THE VANTIVE CORPORATION 

COMMON STOCK

 August ____, 1998

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

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 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.                                                                    

                                                        [Enlarge/Download Table]

                                                                                     To be Paid 
                                                                                       By The   
                                                                                      Registrant
                                                                                      ----------
                                                                                                
SEC Registration Fee................................................................     $ 574  
Nasdaq filing fee...................................................................     3,617  
Accounting fees and expenses........................................................     5,000  
Legal fees and expenses.............................................................     7,500  
Miscellaneous expenses..............................................................     3,309  

        Total.......................................................................   $20,000  
                                                                                       =======  

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                             

Section 145 of the Delaware General Corporation Law ("Delaware Law")  
permits indemnification of officers, directors, and other corporate agents under
certain circumstances and subject to certain limitations. The Registrant's      
Certificate of Incorporation and Bylaws provide that the Registrant shall       
indemnify its directors, officers, employees, and agents to the full extent     
permitted by Delaware Law, including in circumstances in which indemnification  
is otherwise discretionary under Delaware Law. In addition, the Registrant has  
entered into separate indemnification agreements with its directors and officers
which would require the Registrant, among other things, to indemnify them       
against certain liabilities which may arise by reason of their status or service
(other than liabilities arising from willful misconduct of a culpable nature)   
and to maintain directors' and officers' liability insurance, if available on   
reasonable terms. The Registrant 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, as amended (the "Securities Act").                                     

Section 6.15 of the Agreement and Plan of Reorganization (Exhibit 3.1)
provides for indemnification by the Selling Shareholders of the Registrant and  
its officers and directors for certain liabilities arising under the Securities 
Act, or otherwise.                                                              

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ITEM 16.  EXHIBITS                                                              

                                                                [Download Table]

EXHIBIT NO.       DESCRIPTION OF DOCUMENT                                       
-----------       -----------------------                                       
                                                                                
      *3.1        Agreement and Plan of Reorganization by and among the         
                  Registrant, Revo Acquisition Corporation, a Delaware          
                  corporation and wholly-owned subsidiary of the Registrant, and
                  Wayfarer Communications, Inc., a California corporation.      

      5.1         Opinion and Consent of Gray Cary Ware & Freidenrich LLP.      

      23.1        Consent of Arthur Andersen LLP, Independent Accountants.      

      23.2        Consent of Gray Cary Ware & Freidenrich LLP (included in      
                  Exhibit 5.1).                                                 

      24.1        Power of Attorney (included in the Signature Page contained in
                  Part II of the Registration Statement).                       

*    Incorporated by reference from the Registrant's Report on Form 8-K, filed  
July 14, 1998.                                                        

ITEM 17.  UNDERTAKINGS                                                          

The undersigned Registrant hereby undertakes that, for purposes of    
determining any liability under the Securities Act of 1933, as amended (the     
"Securities Act"), each filing of the Registrant's annual report pursuant to    
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as       
amended (the "Exchange Act") (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.                             

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    (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.                                                                       

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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 August 21, 1998.                                                 

                               THE VANTIVE CORPORATION

                               By:  /s/ John R. Luongo
                                               ---------------------------------
                            John R. Luongo
                                           President and Chief Executive
                     Officer

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature  
appears below hereby constitutes and appoints John Luongo and Leonard LeBlanc,  
and each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form  
S-3 (including post-effective amendments) and to perform any acts necessary in  
order to file such amendments, and each of the undersigned does hereby ratify   
and confirm all that said attorneys and agents, or their or his substitutes,    
shall do or cause to be done by virtue hereof.                                  

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/  JOHN R. LUONGO                            President, Chief Executive Officer and  August 21, 1998
---------------------------------------------  Director (Principal Executive Officer)                 
                   John R. Luongo                                                                     

/s/ LEONARD LEBLANC                            Executive Vice President, Chief         August 21, 1998
---------------------------------------------  Financial Officer and Secretary                        
                   Leonard LeBlanc             (Principal Financial Officer)                          

/s/ MICHAEL M. LOO                             Vice President, Finance and             August 21, 1998
---------------------------------------------  Assistant Secretary                                    
                   Michael M. Loo              (Chief Accounting Officer)                             

/s/ WILLIAM H. DAVIDOW                         Chairman of the Board of Directors      August 21, 1998
---------------------------------------------                                                         
                 William H. Davidow                                                                   

/s/ KEVIN G. HALL                              Director                                August 21, 1998
---------------------------------------------                                                         
                    Kevin G. Hall                                                                     

/s/ RAYMOND L. OCAMPO JR.                      Director                                August 21, 1998
---------------------------------------------                                                         
                Raymond L. Ocampo Jr.                                                                 

/s/ PETER A. ROSHKO                            Director                                August 21, 1998
---------------------------------------------                                                         
                   Peter A. Roshko                                                                    

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 INDEX TO EXHIBITS

                                                                [Download Table]

EXHIBIT NO.       DESCRIPTION OF DOCUMENT                                       
-----------       -----------------------                                       
                                                                                
      *3.1        Agreement and Plan of Reorganization by and among the         
                  Registrant, Revo Acquisition Corporation, a Delaware          
                  corporation and wholly-owned subsidiary of the Registrant, and
                  Wayfarer Communications, Inc., a California corporation.      

      5.1         Opinion and Consent of Gray Cary Ware & Freidenrich LLP.      

      23.1        Consent of Arthur Andersen LLP, Independent Accountants.      

      23.2        Consent of Gray Cary Ware & Freidenrich LLP (included in      
                  Exhibit 5.1).                                                 

      24.1        Power of Attorney (included in the Signature Page contained in
                  Part II of the Registration Statement).                       

*    Incorporated by reference from the Registrant's Report on Form 8-K, filed  
July 14, 1998.                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
		6/30/99		2		16			10-Q
Filed on:		8/21/98		1		22
		8/18/98		1		3
		8/12/98		14
		7/15/98		4					8-K
		7/14/98		20		23			424B2
		6/30/98		2		10			10-Q,  10-Q/A,  8-K,  8-K/A
		6/23/98		4					8-K
		6/18/98		16					8-K
		3/31/98		4					10-Q,  DEF 14A
		12/31/97		4		17			10-K
		6/30/97		10					10-Q
		8/10/95		5
		8/9/95		4
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