Table of Contents As filed with the Securities and Exchange Commission on August 2, 2005 Registration Statement No. 333-122122 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Blackbaud, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 11-2617163 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 2000 Daniel Island Drive Charleston, South Carolina 29492 Telephone: (843) 216-6200 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Robert J. Sywolski Chief Executive Officer Blackbaud, Inc. 2000 Daniel Island Drive Charleston, South Carolina 29492 Telephone: (843) 216-6200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Donald R. Reynolds, Esq. Jeffrey M. Smith, Esq. Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, North Carolina 27607 Telephone: (919) 781-4000 Facsimile: (919) 781-4865 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. 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, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o 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. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. o o If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. 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 said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to completion, dated August 2, 2005 Prospectus 10,000,000 shares BLACKBAUD, INC. Common stock This prospectus relates to the offer and sale from time to time of up to an aggregate of 10,000,000 shares of our common stock for the account of the selling stockholders named in this prospectus. The selling stockholders may sell the common stock from time to time in public transactions or in privately negotiated transactions, without limitation, through any means described in the section hereof entitled “Plan of Distribution”, at market prices prevailing at the time of sale or at negotiated prices. The timing and amount of any sale are within the sole discretion of the selling stockholders. Our common stock is listed on the Nasdaq National Market under the symbol “BLKB”. On August 1, 2005, the last reported sale price of our common stock on the Nasdaq National Market was $14.07 per share. You should read this prospectus and any prospectus supplement carefully before you invest. See “Where You Can Find More Information” for more information. See “Risk factors” beginning on page 5 to read about factors you should consider before buying shares of our common stock. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. , 2005 Table of contents Page About this prospectus ii Prospectus summary 1 Risk factors 5 Forward-looking statements 22 Use of proceeds 23 Selling stockholders 24 Plan of distribution 26 Legal matters 28 Experts 28 Where you can find more information 28 Incorporation of documents by reference 29 Ex-23.1 i Table of Contents About this prospectus This prospectus is part of a Registration Statement (the “Registration Statement”) utilizing the “shelf” registration process that we filed with the Securities and Exchange Commission (the “SEC”), which registers the distribution of the securities offered under this prospectus. The Registration Statement, including the attached exhibits and schedules, contains additional relevant information about our company and the securities. The Registration Statement can be read at the SEC’s web site (www.sec.gov) or at the offices mentioned under the heading “Where you can find more information.” Under this Registration Statement, the selling stockholders may, from time to time, sell up to 10,000,000 shares of Common Stock, including shares obtained through the exercise of warrants. This prospectus provides you with a general description of the securities the selling stockholders may offer. Each time securities are sold, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, together with additional information described in this prospectus under the heading “Where you can find more information.” You should rely only on the information provided in this prospectus, including the documents incorporated by reference, and in any prospectus supplement. We have not authorized anyone to provide you with different information. We are only offering the securities in states where offers are permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate at any date other than the date indicated on the cover page of these documents. Unless the context otherwise requires, “we”, “us”, “our”, and similar terms refer to Blackbaud, Inc. and its subsidiaries. ii Table of Contents Prospectus summary This summary highlights selected information contained elsewhere in this prospectus and the documents incorporated by reference. This summary does not contain all the information you should consider before investing in shares of our common stock. You should read this entire prospectus and the documents incorporated by reference carefully, including “Risk factors” beginning on page 5 and our consolidated financial statements and the related notes thereto, before making an investment decision. Blackbaud, Inc. We are the leading global provider of software and related services designed specifically for nonprofit organizations. Our products and services enable nonprofit organizations to increase donations, reduce fundraising costs, improve communications with constituents, manage their finances and optimize internal operations. We have focused solely on the nonprofit market since our incorporation in 1982 and have developed our suite of products and services based upon our extensive knowledge of the operating challenges facing nonprofit organizations. In 2004, we had over 12,700 customers, over 12,300 of which pay us annual maintenance and support fees. Our customers operate in multiple verticals within the nonprofit market including religion, education, foundations, health and human services, arts and cultural, public and societal benefits, environment and animal welfare, and international and foreign affairs. Industry Nonprofit organizations are a large part of the U.S. economy, employing one out of every ten Americans. There were greater than 1.5 million registered U.S. nonprofit organizations in 2003 according to data from the Internal Revenue Service. In addition, there are greater than 1.5 million nonprofit organizations outside the United States. Donations to nonprofit organizations in the United States were $241 billion in 2003, having increased almost every year since 1962, with a compound annual growth rate over that period of 7.8%, according to Giving USA. In addition, these organizations received fees of approximately $600 billion in the twelve months prior to December 2003 for services they provided. Nonprofit organizations often utilize methods of fundraising that are costly and inefficient, largely because of the difficulties in effectively collecting, sharing and using information. Fundraising and administration costs are significant, with the fundraising component alone amounting to more than $0.24 for each dollar donated based on our market research. Furthermore, nonprofit organizations face distinct operational challenges, such as soliciting contributions from numerous contributors