SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KANA SOFTWARE, INC.
(Exact name of the Registrant as specified in its charter)
Delaware 77-0435679
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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740 Bay Road
Redwood City, CA 94063
(Address of principal executive offices)
The following employee benefit plans, including
options and purchase rights issued thereunder, of Broadbase Software, Inc.:
1999 Equity Incentive Plan
2000 Stock Incentive Plan
Options and purchase rights issued under the
following employee benefit plans of Broadbase Software, Inc.:
1996 Equity Incentive Plan
1999 Employee Stock Purchase Plan
Certain Non-Qualified Stock Option Agreements
Options and purchase rights issued under the
following employee benefit plans of wholly-owned subsidiaries of
Broadbase Software, Inc.:
Aperio, Inc., 1998 Incentive and Nonqualified Stock Option Plan
Panopticon, Inc., 1999 Stock Plan
Rubric, Inc., 1997 Stock Option Plan
Servicesoft Technologies, Inc., 1994 Amended and Restated Stock Option Plan Servicesoft Technologies, Inc., 1999 Stock Option Grant and Plan
Chuck Bay Chief Executive Officer 740 Bay Road Redwood City, CA 94063 (650) 298-9280
(Name, address and telephone number of agent for service)
Copies to:
David K. Michaels Esq.
Matthew S. Wilson, Esq.
Fenwick & West LLP
Two Palo alto Square Palo Alto, California 94386
(1) Represents shares reserved for issuance upon the exercise of options outstanding as of June 28, 2001 under the Broadbase 1999 Equity Incentive Plan (3,985,255 shares), 2000 Stock Incentive Plan (17,681,973 shares) and 1996 Equity Incentive Plan (2,012,595 shares), Aperio, Inc. 1998 Incentive and Nonqualified Stock Option Plan (67,692 shares), Panopticon, Inc. 1999 Stock Plan (96,383 shares), Rubric, Inc. 1997 Stock Option Plan (223,003 shares), and Servicesoft Technologies, Inc. 1994 Amended and Restated Stock Option Plan (1,370,304 shares) and 1999 Stock Option and Grant Plan, as amended (1,064,181 shares).
(2) Weighted average exercise price per share for these outstanding options.
(3) Calculated based on the weighted average per share exercise price, pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the "Securities Act").
(4) Represents shares reserved for issuance upon the exercise of options to be issued under the Broadbase 1999 Equity Incentive Plan (15,533,321 shares) and 2000 Equity Incentive Plan (1,897,295 shares) and purchase rights granted or to be granted under the Broadbase 1999 Employee Stock Purchase Plan (1,896,245 shares).
(5) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h)(1) and 457(c) under the Securities Act, based on the average of the high and low prices of the Registrant's common stock as reported by the Nasdaq National Market on June 26, 2001.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated into this registration statement by reference:
(a) Annual report on Form 10-K for the year ended December 31, 2000 (as amended by Form 10-K/A filed April 3, 2001);
(b) Quarterly Report on Form 10-Q filed May 15, 2001;
(c) Current reports on Form 8-K filed January 22, 2001, February 1, 2001, February 21, 2001 and April 12, 2001 and current report on Form 8-K/A filed May 8, 2000; and
(d) Common stock description contained in the Registrant's registration statement on Form 8-A (File No. 000-27163) filed on August 27, 1999, including any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities registered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain partners and investment partnerships comprised of certain partners of Fenwick & West LLP, the Registrant's counsel, own no more than 64,846 shares of the Registrant's common stock and an option to purchase 21,000 shares of Kana.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court to award or a corporation's board of directors to grant indemnification to directors and officers in terms sufficiently broad to permit this indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933 (the "1933 Act").
Article VII, Section 6 of the Registrant's Bylaws provides for mandatory indemnification of its directors and executive officers and permissible indemnification of employees and other agents to the maximum extent permitted by the Delaware General Corporation Law.
The Registrant's Certificate of Incorporation provides that, subject to Delaware law, its directors will not be personally liable for monetary damages for breach of their fiduciary duty as directors to the Registrant and its stockholders. This provision in the Certificate of Incorporation does not eliminate the director's fiduciary duty, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of his or her duty of loyalty to the Registrant or its stockholders, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under
Delaware law. The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.
The Registrant has entered into indemnification agreements with its officers and directors, a form of which has been filed with the Commission as an Exhibit to the Registrant's Registration Statement on Form S-1 (No. 333-82587), as amended (the "Indemnification Agreements"). The Indemnification Agreements provide the Registrant's executive officers and directors with further indemnification to the maximum extent permitted by the Delaware General Corporation Law.
Reference is also made to Section 8 of the underwriting Agreement contained in Exhibit 1.1 of the Registrant's Registration Statement on Form S-1 (No. 333- 82587), as amended, indemnifying officers and directors of the Registrant against certain liabilities, and Section 1.10 of the Third Amended and Restated Investors' Rights Agreement contained in Exhibit 4.2 of the Registrant's Registration Statement on Form S-1 (No. 333-82587), as amended, indemnifying certain of the Registrant's stockholders, including controlling stockholders, against certain liabilities.
See also the undertakings set out in response to Item 9.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Incorporated by Reference Filed
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Number Exhibit Description Form File No. Exhibit Filing Date Herewith
------ ------------------- ----- -------- ------- ----------- --------
4.01 Second Amended and Restated Certificate of Incorporation, as amended by 8-K 000-27163 3.1 05/04/00
the Certificate of Amendment, filed with the Delaware Secretary of
State on April 18, 2000.
4.02 Certificate of Amendment to the Second Amended and Restated Certificate X
of Incorporation, filed with the Delaware Secretary of State on June
29, 2001.
4.03 Amended and Restated Bylaws. S-1 333-82587 3.2 07/09/99
4.04 Form of common stock certificate. S-1/A 333-82587 4.1 09/21/99
4.05 Fourth Amended and Restated Investors' Rights Agreement, dated June 30, S-1/A 333-82587 4.2 08/16/99
1999.
4.06 Form of amendment to Fourth Amended and Restated Investors' Rights S-4/A 333-32428 4.2 03/22/00
Agreement.
4.07 Broadbase Software, Inc. 1996 Equity Incentive Plan, as amended June S-1 333-82251 10.02 08/12/99
28, 1999, and related forms of agreements.
4.08 Broadbase Software, Inc. 1999 Equity Incentive Plan, as amended S-4 333-48696 4.09 11/09/00
November 2, 2000.
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Exhibit Incorporated by Reference Filed
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Number Exhibit Description Form File No. Exhibit Filing Date Herewith
------ ------------------- ----- -------- ------- ----------- --------
4.09 Form of stock option agreement under Broadbase Software, Inc. 1999 S-1 333-82251 10.03 08/30/99
Equity Incentive Plan.
4.10 Broadbase Software, Inc. 1999 Employee Stock Purchase Plan, as amended S-4 333-48696 4.09 11/09/00
November 2, 2000.
4.11 Broadbase Software, Inc. 2000 Stock Incentive Plan and related forms of S-8 333-38480 4.09 06/02/00
agreements.
4.12 Aperio, Inc., 1998 Incentive and Nonqualified Stock Option Plan and S-8 333-40206 4.09 06/26/00
related forms of agreements.
4.13 Panopticon, Inc., 1999 Stock Plan and related forms of agreements. S-8 333-46652 4.08 09/26/00
4.14 Rubric, Inc., 1997 Stock Option Plan, as amended. S-1 333-95125 10.15 02/14/00
4.15 Servicesoft Technologies, Inc. 1994 Amended and Restated Stock Option S-8 333-52198 4.05 12/19/00
Plan and related forms of agreements.
4.16 Servicesoft Technologies, Inc. 1999 Stock Option and Grant Plan and S-8 333-52198 4.06 12/19/00
related forms of agreements.
4.17 Amendment No. 1 to the Servicesoft, Inc. 1999 Stock Option and Grant S-8 333-52198 4.07 12/19/00
Plan.
4.18 Amendment No. 2 to the Servicesoft, Inc. 1999 Stock Option and Grant S-8 333-52198 4.08 12/19/00
Plan.
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Exhibit Incorporated by Reference Filed
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Number Exhibit Description Form File No. Exhibit Filing Date Herewith
------ ------------------- ----- -------- ------- ----------- --------
4.19 Form of Rosh Intelligent Systems, Inc., Incentive Stock Option S-8 333-52198 4.11 12/19/00
Agreement.
5.01 Opinion of Fenwick & West LLP regarding the legality of the securities X
being registered.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01). X
23.02 Consent of KPMG, LLP, Independent Auditors. X
23.03 Consent of PricewaterhouseCoopers LLP, Independent Accountants. X
24.01 Power of Attorney (see signature page following Item 9). X
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ITEM 9. UNDERTAKINGS.
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:
(a) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(b) 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; and
(c) 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 (a) and (b) do not apply if the information required to be included in a post-effective amendment by (a) and (b) is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act 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.
(4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 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 in the registration statement, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of those securities.
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 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.
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 Redwood City, state of California, on this 3rd day of July, 2001.
KANA SOFTWARE, INC.
By: /s/ CHUCK BAY
-----------------------------------
Chuck Bay
Chief Executive Officer and President
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below and on the next page constitutes and appoints Chuck Bay, Brett White and Eric Willgohs, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same with all exhibits thereto and all 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents or any of them, or his or their substitute or 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 by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer:
/s/ CHUCK BAY Chief Executive Officer,
------------------------------ President and Director July 3, 2001
Chuck Bay
Principal Financial Officer and
Principal Accounting Officer:
/s/ BRETT WHITE Chief Financial Officer
------------------------------- July 3, 2001
Brett White
Additional Directors:
Chairman of the Board
/s/ JAMES C. WOOD of Directors July 3, 2001
-------------------------------
James C. Wood
/s/ KEVIN HARVEY Director
------------------------------- July 3, 2001
Kevin Harvey
/s/ ROBERT W. FRICK Director
------------------------------- July 3, 2001
Robert W. Frick
/s/ MASSOOD ZARRABIAN Director
------------------------------- July 3, 2001
Massood Zarrabian
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EXHIBIT INDEX
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Exhibit Incorporated by Reference Filed
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Number Exhibit Description Form File No. Exhibit Filing Date Herewith
------- ------------------- ---- -------- ------- ----------- --------
4.01 Second Amended and Restated Certificate of Incorporation, as amended by 8-K 000-27163 3.1 05/04/00
the Certificate of Amendment, filed with the Delaware Secretary of
State on April 18, 2000.
4.02 Certificate of Amendment to the Second Amended and Restated Certificate X
of Incorporation, filed with the Delaware Secretary of State on June
29, 2001.
4.03 Amended and Restated Bylaws. S-1 333-82587 3.2 07/09/99
4.04 Form of common stock certificate. S-1/A 333-82587 4.1 09/21/99
4.05 Fourth Amended and Restated Investors' Rights Agreement, dated June 30, S-1/A 333-82587 4.2 08/16/99
1999.
4.06 Form of amendment to Fourth Amended and Restated Investors' Rights S-4/A 333-32428 4.2 03/22/00
Agreement.
4.07 Broadbase Software, Inc. 1996 Equity Incentive Plan, as amended June S-1 333-82251 10.02 08/12/99
28, 1999, and related forms of agreements.
4.08 Broadbase Software, Inc. 1999 Equity Incentive Plan, as amended S-4 333-48696 4.09 11/09/00
November 2, 2000.
4.09 Form of stock option agreement under Broadbase Software, Inc. 1999 S-1 333-82251 10.03 08/30/99
Equity Incentive Plan.
4.10 Broadbase Software, Inc. 1999 Employee Stock Purchase Plan, as amended S-4 333-48696 4.09 11/09/00
November 2, 2000.
4.11 Broadbase Software, Inc. 2000 Stock Incentive Plan and related forms of S-8 333-38480 4.09 06/02/00
agreements.
4.12 Aperio, Inc., 1998 Incentive and Nonqualified Stock Option Plan and S-8 333-40206 4.09 06/26/00
related forms of agreements.
4.13 Panopticon, Inc., 1999 Stock Plan and related forms of agreements. S-8 333-46652 4.08 09/26/00
4.14 Rubric, Inc., 1997 Stock Option Plan, as amended. S-1 333-95125 10.15 02/14/00
4.15 Servicesoft Technologies, Inc. 1994 Amended and Restated Stock Option S-8 333-52198 4.05 12/19/00
Plan and related forms of agreements.
4.16 Servicesoft Technologies, Inc. 1999 Stock Option and Grant Plan and S-8 333-52198 4.06 12/19/00
related forms of agreements.
4.17 Amendment No. 1 to the Servicesoft, Inc. 1999 Stock Option and Grant S-8 333-52198 4.07 12/19/00
Plan.
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Exhibit Incorporated by Reference Filed
Number Exhibit Description Form File No. Exhibit Filing Date Herewith
------ ------------------- ----- -------- ------- ----------- --------
4.18 Amendment No. 2 to the Servicesoft, Inc. 1999 Stock Option and Grant S-8 333-52198 4.08 12/19/00
Plan.
4.19 Form of Rosh Intelligent Systems, Inc., Incentive Stock Option S-8 333-52198 4.11 12/19/00
Agreement.
5.01 Opinion of Fenwick & West LLP regarding the legality of the securities X
being registered.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01). X
23.02 Consent of KPMG,LLP, Independent Auditors. X
23.03 Consent of PricewaterhouseCoopers LLP, Independent Accountants. X
24.01 Power of Attorney (see signature page following Item 9). X
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EXHIBIT 4.02
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
KANA COMMUNICATIONS, INC.
Kana Communications, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY:
FIRST: The original Certificate of Incorporation of Kana Communications, Inc. was filed with the Secretary of State of Delaware on June 17, 1999.
SECOND: The name of the corporation is Kana Communications, Inc.
THIRD: The Amended and Restated Certificate of Incorporation of the corporation is hereby amended by deleting the text of Article I in its entirety and substituting the following therefor:
"The name of this corporation is Kana Software, Inc."
FOURTH: The foregoing amendment of the Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation.
IN WITNESS WHEREOF, Kana Communications, Inc. has caused this Certificate to be signed by its President this 29 day of June, 2001.
KANA COMMUNICATIONS, INC.
By /s/ CHUCK BAY
----------------------
Chuck Bay, President
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EXHIBIT 5.01
July 3, 2001
Broadbase Software, Inc.
181 Constitution Drive
Menlo Park, California 94025
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by Kana Software, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") on or about July 3, 2001, in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 45,828,248
shares of the Company's common stock (the "Shares"), available for issuance
pursuant to stock awards granted or that may be granted under (a) Broadbase
Software, Inc. ("Broadbase") 1996 and 1999 Equity Incentive Plans, (b) Broadbase
2000 Stock Option Plan (c) Broadbase 1999 Employee Stock Purchase Plan;
(d) Aperio, Inc. 1998 Incentive and Nonqualified Stock Option Plan; (e)
Panopticon, Inc. 1999 Stock Plan; (f) Rubric, Inc., 1997 Stock Option Plan; and
(g) Servicesoft's 1994 Amended and Restated Stock Option Plan, 1999 Stock Option
and Grant Plan, as amended. The stock options referred to in clauses (a) through
(g) above are collectively referred to in this letter as the "Plans."
In rendering this opinion, as to questions of fact, we have examined the following:
(1) the Company's Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on July 29, 2001;
(2) the Company's Bylaws, as adopted by the Company on July 2, 1999;
(3) the Registration Statement, together with the exhibits filed as a part thereof or incorporated therein by reference;
(4) the prospectus prepared in connection with the Registration Statement for each of the Plans (the "Prospectuses");
(5) each of the Agreement and Plan of Merger entered into by and between Rubric, Inc. and Broadbase, dated February 1, 2001; Agreement and Plan of Merger entered into by and between Aperio, Inc. and Broadbase, dated March 27, 2000; Agreement and Plan of Merger by and between Panopticon, Inc. and Broadbase, dated July 6, 2000; and Agreement and Plan of Merger entered into by and between Servicesoft, Inc. and Broadbase, dated September 18, 2000;
(6) the minutes of meetings and actions by written consent of the stockholders and Board of Directors of Broadbase (the "Board") relating to the acquisitions of Aperio, Panopticon, Servicesoft, and Rubric, the adoption of the Plans by the Board and the stockholders of the Company and the grant of awards pursuant to the Plans, that are contained in the Company's minute books and the minute books of the Company's predecessor, Broadbase, that are in our possession;
(7) a certificate from the Company's transfer agent of even date herewith verifying the number of the Company's issued and outstanding shares of capital stock as of the date hereof, and a summary report, prepared by the Company, of currently outstanding options and warrants to purchase the Company's capital stock and stock reserved for issuance upon the exercise of options or warrants to be granted in the future;
(8) the Plan and Agreement of Merger between the Company and Broadbase, dated April 9, 2001; minutes of meetings and actions by written consent of the stockholders and Board of Directors of the Company relating to the acquisition of Broadbase, the adoption of the Plans by the Board and the stockholders of the Company and the grant of awards pursuant to the Plans, that are contained in the Company's minute books and the minute books of the Company's predecessor, Broadbase, that are in our possession; and
(9) a Management Certificate executed by the Company, addressed to us and dated of even date herewith, containing certain factual and other representations.
In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Shares, when issued, will be properly signed by authorized officers of the Company or their agents.
We are admitted to practice law in the State of California, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, the state of California and, with respect to the validity of corporate action and the requirements for the issuance of stock, the State of Delaware.
Based upon the foregoing, it is our opinion that the 45,828,248 Shares that may be issued and sold by the Company upon the exercise of stock options granted under the Plans, when issued, sold and delivered in accordance with the applicable Plan and stock option or purchase agreements entered into or to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and the Prospectuses, related thereto will be validly issued, fully paid and nonassessable.
[The remainder of this page was left blank intentionally.]
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectuses constituting a part thereof and any amendments thereto. This opinion speaks only as of its date and we assume no obligation to update this opinion should circumstances change after the date hereof. This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: /s/ DAVID MICHAELS
---------------------------------
David Michaels, a partner
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EXHIBIT 23.02
Consent of KPMG LLP
The Board of Directors
Kana Software, Inc., (formerly Kana Communications, Inc.)
We consent to the incorporation by reference herein of our reports dated January 20, 2000, with respect to the consolidated balance sheet of Kana Communications, Inc. and subsidiaries as of December 31, 1999, and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for each of the years in the two-year period ended December 31 1999, and the related financial statement schedule, which reports appear in the December 31, 2000, Form 10-K of Kana Communications, Inc.
KPMG LLP
Mountain View, California
July 2, 2001
EXHIBIT 23.03
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Kana Software, Inc. (formerly Kana Communications, Inc.) of our report dated January 23, 2001, except for Note 9, which is as of February 28, 2001, relating to the consolidated financial statements, which appears in Kana Communications, Inc.'s annual report on Form 10-K for the year ended December 31, 2000. We also consent to the incorporation by reference of our report dated January 23, 2001 relating to the financial statement schedule, which appears in such annual report on Form 10-K.
/s/ PricewaterhouseCoopers LLP San Jose, California July 2, 2001 |