AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2002 REGISTRATION NO. 333-68540 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- eLOYALTY CORPORATION (Exact name of registrant as specified in its charter) -------------------- DELAWARE 36-4304577 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 150 FIELD DRIVE SUITE 250 60045 LAKE FOREST, ILLINOIS (Zip Code) (Address of Principal Executive Offices) eLOYALTY CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED AND RESTATED AS OF FEBRUARY 28, 2001) (Full Title of the Plan) KELLY D. CONWAY PRESIDENT AND CHIEF EXECUTIVE OFFICER eLOYALTY CORPORATION 150 FIELD DRIVE SUITE 250 LAKE FOREST, ILLINOIS 60045 (Name and Address of Agent for Service) (847) 582-7000 (Telephone Number, Including Area Code, of Agent for Service) COPIES TO: M. FINLEY MAXSON ROBERT S. WERT WINSTON & STRAWN VICE PRESIDENT AND GENERAL COUNSEL 35 WEST WACKER DRIVE eLOYALTY CORPORATION CHICAGO, ILLINOIS 60601 150 FIELD DRIVE, SUITE 250 (312) 558-5600 LAKE FOREST, ILLINOIS 60045 (847) 582-7000 CALCULATION OF REGISTRATION FEE ========================================================================================================================== PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TO BE OFFERING PRICE AGGREGATE REGISTRATION TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE -------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value per share.................. 750,000 shares $0.48 (1) $360,000(1) $90 -------------------------------------------------------------------------------------------------------------------------- Preferred Stock Purchase Rights.......................... 750,000 rights (2) (2) (2) ========================================================================================================================== (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) and (c) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices reported for shares of Common Stock of the Registrant on the Nasdaq National Market on August 23, 2001. (2) The preferred stock purchase rights initially are attached to and trade with the shares of common stock registered hereby. The value attributable to such rights, if any, is reflected in the market price of the common stock. ================================================================================ PURPOSE OF AMENDMENT This Post Effective Amendment No. 1 to Form S-8 Registration Statement is being filed solely for the purpose of restating the amount of registration fee paid by eLoyalty Corporation (the "Registrant"), in connection with the filing of the Registrant's Form S-8 Registration Statement (File No. 333-68540) (the "Registration Statement") on August 28, 2001. The contents of the Registrant's previously filed Form S-8 Registration Statement (File No. 333-96473), as filed with the Securities and Exchange Commission (the "Commission") on February 9, 2000 and amended by Post-Effective Amendment No. 1 thereto, as filed with the Commission on February 14, 2000, and the Registration Statement are incorporated herein by reference to the extent not otherwise amended or superseded by the contents hereof. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. The following documents are filed as exhibits to this Post Effective Amendment No. 1 to Registration Statement: Exhibit No. Description ----------- ----------- 4.1 Certificate of Incorporation of the Registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-94293)) 4.2 Certificate of Designation of Series A Junior Participating Preferred Stock of the Registrant (incorporated herein by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant's Registration Statement on Form 8-A, filed with the Securities and Exchange Commission (the "Commission") on March 24, 2000 (File No. 0-27975)) 4.3 Rights Agreement, dated as of March 17, 2000, between the Registrant and ChaseMellon Shareholder Services, L.L.C., as rights agent (incorporated herein by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant's Registration Statement on Form 8-A, filed with the Commission on March 24, 2000 (File No. 0-27975)) 4.4 By-laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-94293)) 4.5 eLoyalty Corporation 1999 Employee Stock Purchase Plan (as Amended and Restated as of February 28, 2001) (incorporated herein by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 30, 2000 (File No. 0-27975)) 5.1* Opinion of Winston & Strawn as to the legality of the securities being registered 23.1* Consent of PricewaterhouseCoopers LLP 23.2* Consent of Winston & Strawn (included as part of Exhibit 5.1) 24.1* Power of Attorney from Tench Coxe, Director 24.2* Power of Attorney from Jay C. Hoag, Director 24.3* Power of Attorney from John T. Kohler, Director 24.4* Power of Attorney from Michael J. Murray, Director ------------------- * Previously filed. 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 POST EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF LAKE FOREST, STATE OF ILLINOIS, ON FEBRUARY 25, 2002. eLOYALTY CORPORATION By: /s/ KELLY D. CONWAY ---------------------------------------- Kelly D. Conway President and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED AS OF FEBRUARY 25, 2002. SIGNATURE TITLE --------- ----- /s/ KELLY D. CONWAY Director, President and Chief Executive Officer ------------------------------------------------ (Principal Executive Officer) Kelly D. Conway /s/ TIMOTHY J. CUNNINGHAM Senior Vice President, Chief Financial Officer and ------------------------------------------------ Corporate Secretary Timothy J. Cunningham (Principal Financial Officer and Principal Accounting Officer) * Director ------------------------------------------------ Tench Coxe * Director ------------------------------------------------ Jay C. Hoag * Director ------------------------------------------------ John T. Kohler * Director ------------------------------------------------ Michael J. Murray *By: /s/ TIMOTHY J. CUNNINGHAM ------------------------------------------------ Timothy J. Cunningham, Attorney-in-Fact INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 4.1 Certificate of Incorporation of the Registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-94293)) 4.2 Certificate of Designation of Series A Junior Participating Preferred Stock of the Registrant (incorporated herein by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant's Registration Statement on Form 8-A, filed with the Securities and Exchange Commission (the "Commission") on March 24, 2000 (File No. 0-27975)) 4.3 Rights Agreement, dated as of March 17, 2000, between the Registrant and ChaseMellon Shareholder Services, L.L.C., as rights agent (incorporated herein by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant's Registration Statement on Form 8-A, filed with the Commission on March 24, 2000 (File No. 0-27975)) 4.4 By-laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-94293)) 4.5 eLoyalty Corporation 1999 Employee Stock Purchase Plan (as Amended and Restated as of February 28, 2001) (incorporated herein by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 30, 2000 (File No. 0-27975)) 5.1* Opinion of Winston & Strawn as to the legality of the securities being registered 23.1* Consent of PricewaterhouseCoopers LLP 23.2* Consent of Winston & Strawn (included as part of Exhibit 5.1) 24.1* Power of Attorney from Tench Coxe, Director 24.2* Power of Attorney from Jay C. Hoag, Director 24.3* Power of Attorney from John T. Kohler, Director 24.4* Power of Attorney from Michael J. Murray, Director ------------------- * Previously filed.