EGAIN Corp — Share Issue/Capital Change 2002

Jan 14, 2002

As filed with the Securities and Exchange Commission on January 14, 2002 Registration No. 333-____ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------- eGAIN COMMUNICATIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 77-0466366 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 714 E. Evelyn Avenue 94086 Sunnyvale, CA (Zip Code) (Address of principal executive offices) eGain Communications Corporation 1999 Employee Stock Purchase Plan (Full title of plan) Ashutosh Roy Copy to: Chief Executive Officer Stanley F. Pierson, Esq. eGain Communications Corporation Pillsbury Winthrop LLP 714 E. Evelyn Avenue 2550 Hanover Street Sunnyvale, CA 94086 Palo Alto, CA 94304 (408) 737-7400 (650) 233-4500 (Name, address and telephone number of agent for service) - ------------------------------------ ---------------------------------

(1) The securities to be registered include options to acquire Common Stock. (2) Calculated pursuant to General Instruction E on Form S-8. (3) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act") solely for the purposes of calculating the registration fee. The maximum offering price per share is based upon the average of the high and low prices of the Registrant's Common Stock on January 7, 2002, as reported on the Nasdaq Stock Market. The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 General Instruction E Information This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. Registrant's Form S-8 Registration Statement filed with the Securities and Exchange Commission on March 22, 2000 (File No. 333-32854) is hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Incorporation of Documents by Reference. The following documents filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement: (a) Registrant's Annual Report on Form 10-K for its fiscal year ended June 30, 2001, filed with the Securities and Exchange Commission on September 28, 2001 and incorporated herein by reference. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year referred to in (a) above, covered by the Registration document. (c) The description of Registrant's Capital Stock contained in Registrant's registration statement on Form 8-A, filed September 3, 1999 pursuant to Section 12(g) of the Exchange Act. In addition, all documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Exhibits. See Exhibit Index, which list of exhibits is incorporated herein by reference. 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Sunnyvale, State of California, on the 14th day of January, 2002. eGAIN COMMUNICATIONS CORPORATION By /s/ Ashutosh Roy ---------------------------------- Ashutosh Roy Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ashutosh Roy, Gunjan Sinha, William McGrath and Milind Kasbekar, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitutes may lawfully 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 on the dates indicated.

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3 INDEX TO EXHIBITS Exhibit No. Description ---------- --------------------------------------------------------------- 5.1 Opinion of Pillsbury Winthrop LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1). 24.1 Powers of Attorney (see signature page). 99.1* eGain Communications Corporation 1999 Employee Stock Purchase Plan. - --------------------- * Incorporated by reference to Exhibit 10.4 to Registrant's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 22, 1999 (File No. 333-83439). 4