As filed with the Securities and Exchange Commission on July 23, 2003 Registration No. 333-74234 -------------------------------------------------------------------------------- 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 ---------- DALEEN TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 65-0944514 (State or other jurisdiction of (I.R.S. Employer incorporation organization) Identification No.) 902 Clint Moore Road, Suite 230 Boca Raton, Florida 33487 (Address of principal executive offices) DALEEN TECHNOLOGIES, INC. 401(k) PROFIT SHARING PLAN (Full title of the plan) Gordon Quick President and Chief Executive Officer Daleen Technologies, Inc. 902 Clint Moore Road, Suite 230 Boca Raton, Florida 33487 (Name and address of agent for service) (561) 999-8000 (Telephone number, including area code, of agent for service) Copy to: Kristen Larkin Stewart Dawn Landry Kirkpatrick & Lockhart LLP Vice President and General Counsel Henry W. Oliver Building Daleen Technologies, Inc. 535 Smithfield Street 902 Clint Moore Road, Suite 230 Pittsburgh, PA 15222-2312 Boca Raton, Florida 33487 (412) 355-6500 (561) 999-8000 EXPLANATORY NOTE This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-74234), filed November 30, 2001 (the "S-8 Registration Statement"), is filed for the sole purpose of deregistering the offer and sale of 2,693 shares of the Registrant's common stock, par value $.01 per share, previously registered, but not used, under the S-8 Registration Statement and the participation interests associated therewith (the "Unused Shares"). As a result of this deregistration, the Unused Shares will not be available for offer and sale under the Daleen Technologies, Inc. 401(k) Profit Sharing Plan (the "401(k) Plan") after the effective date of this Post-Effective Amendment No. 1. There are no shares of the Registrant's common stock remaining available for offer and sale under the 401(k) Plan under any registration statement previously filed by the Registrant. This Post-Effective Amendment No. 1 does not deregister or otherwise have any effect on shares registered under the S-8 Registration Statement with respect to any benefit plan of the Registrant other than the 401(k) Plan. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the S-8 Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on this 23rd day of July, 2003. DALEEN TECHNOLOGIES, INC. By: /s/ GORDON QUICK ------------------------------------- Gordon Quick President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the S-8 Registration Statements has been signed by the following persons in the capacities and on the date(s) indicated: Signature Capacity Date --------- -------- ---- /s/ JAMES DALEEN Chairman of the Board July 23, 2003 --------------------------- James Daleen /s/ GORDON QUICK President, Chief Executive Officer July 23, 2003 --------------------------- and Director (Principal Executive Gordon Quick Officer) /s/ JEANNE T. PRAYTHER Chief Financial Officer (Principal July 23, 2003 --------------------------- Financial and Accounting Officer) Jeanne T. Prayther /s/ DANIEL J. FOREMAN Director July 23, 2003 --------------------------- Daniel J. Foreman /s/ STEPHEN J. GETSY Director July 23, 2003 --------------------------- Stephen J. Getsy /s/ JOHN MCCARTHY Director July 23, 2003 --------------------------- John McCarthy /s/ OFER NEMIROVSKY Director July 23, 2003 --------------------------- Ofer Nemirovsky /s/ DENNIS SISCO Director July 23, 2003 --------------------------- Dennis Sisco Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator of the Daleen Technologies, Inc. 401(k) Profit Sharing Plan has duly caused this Post-Effective Amendment No. 1 to the Form S-8 Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on this 23rd day of July, 2003. DALEEN TECHNOLOGIES, INC. 401(k) PROFIT SHARING PLAN Daleen Technologies, Inc. By: /s/ GORDON QUICK ----------------------------------------------- Gordon Quick, President and CEO