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<P align="center" style="font-size: 10pt"><B>AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION on November&nbsp;23, 2004<BR>
REGISTRATION STATEMENT NO. 333-</B>



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<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<P align="center" style="font-size: 18pt"><B>FORM S-8</B><BR>
<DIV align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B></DIV>

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<P align="center" style="font-size: 24pt"><B>BLACKBAUD, INC.</B><BR>
<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


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    <TD align="center" valign="top"><B>DELAWARE</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>11-2617163</B></TD>
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<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer</TD>
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<TR valign="bottom">
    <TD align="center" valign="top">of incorporation or organization)
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    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Identification No.)</TD>
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<P align="center" style="font-size: 10pt"><B>2000 Daniel Island Drive<BR>
Charleston, South Carolina 29492<BR>
(843)&nbsp;216-6200</B><BR>
(Address, including zip code, and telephone number, including area code, of<BR>
registrant&#146;s principal executive offices)



<P align="center" style="font-size: 10pt"><B>1999 Stock Option Plan<BR>
2000 Stock Option Plan<BR>
2001 Stock Option Plan<BR>
2004 Stock Plan</B><BR>
(Full title of the plans)



<P align="center" style="font-size: 10pt"><B>Robert J. Sywolski, President<BR>
2000 Daniel Island Drive<BR>
Charleston, South Carolina 29492<BR>
(843)&nbsp;216-6200</B><BR>
(Name, address, including zip code, and telephone number, including area code,<BR>
of agent for service)



<P align="center" style="font-size: 10pt"><B>COPIES TO:<BR>
Donald R. Reynolds, Esq.<BR>
Wyrick Robbins Yates &#038; Ponton LLP<BR>
4101 Lake Boone Trail, Suite&nbsp;300<BR>
Raleigh, North Carolina 27607<BR>
(919)&nbsp;781-4000<BR>
FAX (919)&nbsp;781-4865</B>



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<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


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<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of Each Class</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
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    <TD nowrap align="center"><B>of Securities to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>be Registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered (1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Per Share(2)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price(2)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock,
$0.001 par value per share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">10,571,872 shares</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">13.27</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">140,288,741.44</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17,774.58</TD>
    <TD>&nbsp;</TD>
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<P align="left" style="font-size: 10pt">(1)&nbsp;Consists of 1,819,562 shares reserved for issuance under the Registrant&#146;s
1999 Stock Option Plan, 3,524,244 shares reserved for issuance under the
Registrant&#146;s 2000 Stock Option Plan, 4,071,816 shares reserved for issuance
under the Registrant&#146;s 2001 Stock Option Plan and 1,156,250 shares reserved for
issuance under the Registrant&#146;s 2004 Stock Plan.


<P align="left" style="font-size: 10pt">(2)&nbsp;Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Common Stock on the Nasdaq
National Market on November&nbsp;22, 2004 in accordance with Rule&nbsp;457(c).



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<P align="center" style="font-size: 10pt">&nbsp;
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<P align="center" style="font-size: 10pt"><B>PART I<BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;1. Plan Information.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The information required by Item&nbsp;1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule&nbsp;428(b)(1) of the Securities Act of 1933, as amended (the &#147;Securities
Act&#148;).


<P align="left" style="font-size: 10pt"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The written statement required by Item&nbsp;2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule&nbsp;428(b)(1) of the Securities Act.


<P align="center" style="font-size: 10pt"><B>PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents heretofore filed by Blackbaud, Inc. (the
&#147;Company&#148;) with the Securities and Exchange Commission (the &#147;Commission&#148;) are
incorporated herein by reference:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s Final Prospectus dated July&nbsp;21, 2004, filed with the
Commission on July&nbsp;22, 2004 pursuant to Rule 424(b) of the Securities Act;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s Quarterly Reports on Form 10-Q for the quarters ended
June&nbsp;30 and September&nbsp;30, 2004 filed pursuant to Section&nbsp;13 of the Securities
Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;);


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s Current Reports on Form 8-K, filed pursuant to Section
13 of the Exchange Act on August&nbsp;4, September&nbsp;22, October 5 and October&nbsp;27,
2004; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The description of the Company&#146;s common stock contained in Items 1 and
2 of its Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12(g) of the Exchange Act on February&nbsp;20, 2004 and as may be amended
from time to time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by the Company pursuant to Sections&nbsp;13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment that indicates that all securities offered under this
registration statement have been sold or that 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 filing of such documents.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed to constitute a part hereof except as so modified or superseded.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. The class of securities to be offered is registered under Section&nbsp;12 of the Exchange Act.


<P align="center" style="font-size: 10pt">2
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<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The legality of the shares of common stock to be issued in this offering
will be passed upon for the Company by Wyrick Robbins Yates &#038; Ponton LLP,
Raleigh, North Carolina.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is incorporated under the laws of the State of Delaware.
Section&nbsp;145 of the Delaware General Corporation Law gives a corporation power
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys&#146; fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person&#146;s conduct was
unlawful.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 also gives a corporation power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys&#146; fees) actually and reasonably incurred
by the person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. Section&nbsp;145 further provides that, to the extent that a
present or former director or officer of a corporation has been successful on
the merits or otherwise in defense of any such action, suit or proceeding, or
in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys&#146; fees) actually and
reasonably incurred by such person in connection therewith.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 also authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, arising out of
his status as such, whether or not the corporation would otherwise have the
power to indemnify him under Section&nbsp;145.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s Certificate of Incorporation provides for the
indemnification of officers and directors to the fullest extent permitted by
the Delaware General Corporation Law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of the Company&#146;s directors and officers are covered by insurance
policies maintained by the Company against certain liabilities for actions
taken in their capacities as such, including liabilities under the Securities
Act.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption From Registration Claimed</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="center" style="font-size: 10pt">3
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<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following exhibits are filed as part of this Registration Statement:

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    <TD nowrap align="left"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Wyrick Robbins Yates &#038; Ponton LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.6*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Blackbaud, Inc. 1999 Stock Option Plan, as amended.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.7*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Blackbaud, Inc. 2000 Stock Option Plan, as amended.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.8*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Blackbaud, Inc. 2001 Stock Option Plan, as amended.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.20*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Blackbaud, Inc. 2004 Stock Plan.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Wyrick Robbins Yates &#038; Ponton LLP (contained in Exhibit&nbsp;5.1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (see page 5).</TD>
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    <TD width="1%" nowrap align="right">*</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Previously filed in Registrant&#146;s Registration Statement on Form S-1 (File No.
333-112978) as the identically numbered exhibit.</TD>
</TR>

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned registrant hereby undertakes as follows:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which offers or
sales are being made, a post-effective
amendment to this registration statement 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;That, for the purpose of determining any liability under the
Securities Act of 1933, 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant&#146;s annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan&#146;s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
related to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 of controlling
person or 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 Act and
will be governed by the final adjudication of such issue.


<P align="center" style="font-size: 10pt"><B>&#091;THE NEXT PAGE IS THE SIGNATURE PAGE&#093;</B>



<P align="center" style="font-size: 10pt">4
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<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Charleston, State of South Carolina, on the 23rd day
of November&nbsp;2004.

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<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left" valign="top">BLACKBAUD, INC.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Robert J. Sywolski</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left" valign="top">Robert J. Sywolski,</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left" valign="top">President and Chief Executive Officer</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below constitutes and appoints Robert
J. Sywolski and Timothy V. Williams, and each of them, his or her true and
lawful attorney-in-fact and agent, 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 (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent 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 or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="37%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="18%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Capacity</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR>
        <TD>&nbsp;<BR></TD>
</TR>
<TR valign="bottom">
    <TD align="left" nowrap valign="top">/s/ Robert J. Sywolski<BR>
<HR size="1" noshade>
Robert J. Sywolski</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
President, Chief Executive Officer<BR>
and Director<BR>
(Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November 23, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Timothy V. Williams<BR>
<HR size="1" noshade>
Timothy V. Williams</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Vice President and Chief Financial Officer<BR>
(Principal Financial and Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November 23, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Paul B. Barber<BR>
<HR size="1" noshade>
Paul V. Barber</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November 23, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Marco W. Hellman<BR>
<HR size="1" noshade>
Marco W. Hellman</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November 23, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Dr. Sandra R. Hern&#225;ndez<BR>
<HR size="1" noshade>
Dr. Sandra R. Hern&#225;ndez</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November 23, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Andrew M. Leitch<BR>
<HR size="1" noshade>
Andrew M. Leitch</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November 23, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ David R. Tunnell<BR>
<HR size="1" noshade>
David R. Tunnell</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November 23, 2004</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">5
</DIV>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "g92101sv8.htm", "description": "BLACKBAUD, INC.", "secsgml_size_bytes": 30146}]
{"company-data": {"conformed-name": "BLACKBAUD INC", "cik": "0001280058", "assigned-sic": "7372", "irs-number": "112617163", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120690", "film-number": "041163601"}, "business-address": {"street1": "2000 DANIEL ISLAND DRIVE", "city": "CHARLESTON", "state": "SC", "zip": "24992-7541", "phone": "8432166200"}}
Blackbaud, Inc.
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION on November 23, 2004
REGISTRATION STATEMENT NO. 333-
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BLACKBAUD, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
11-2617163
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
2000 Daniel Island Drive
Charleston, South Carolina 29492
(843) 216-6200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
1999 Stock Option Plan
2000 Stock Option Plan
2001 Stock Option Plan
2004 Stock Plan
(Full title of the plans)
Robert J. Sywolski, President
2000 Daniel Island Drive
Charleston, South Carolina 29492
(843) 216-6200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
Donald R. Reynolds, Esq.
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
(919) 781-4000
FAX (919) 781-4865
CALCULATION OF REGISTRATION FEE
Title of Each Class
Proposed Maximum
Proposed Maximum
of Securities to
Amount to be
Offering Price
Aggregate Offering
Amount of
be Registered
Registered (1)
Per Share(2)
Price(2)
Registration Fee
Common Stock,
$0.001 par value per share
10,571,872 shares
$
13.27
$
140,288,741.44
$
17,774.58
(1) Consists of 1,819,562 shares reserved for issuance under the Registrant's
1999 Stock Option Plan, 3,524,244 shares reserved for issuance under the
Registrant's 2000 Stock Option Plan, 4,071,816 shares reserved for issuance
under the Registrant's 2001 Stock Option Plan and 1,156,250 shares reserved for
issuance under the Registrant's 2004 Stock Plan.
(2) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Common Stock on the Nasdaq
National Market on November 22, 2004 in accordance with Rule 457(c).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act").
Item 2. Registrant Information and Employee Plan Annual Information.
The written statement required by Item 2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed by Blackbaud, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a)      The Company's Final Prospectus dated July 21, 2004, filed with the
Commission on July 22, 2004 pursuant to Rule 424(b) of the Securities Act;
(b)      The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30 and September 30, 2004 filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(c)      The Company's Current Reports on Form 8-K, filed pursuant to Section
13 of the Exchange Act on August 4, September 22, October 5 and October 27,
2004; and
(d)      The description of the Company's common stock contained in Items 1 and
2 of its Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12(g) of the Exchange Act on February 20, 2004 and as may be amended
from time to time.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment that indicates that all securities offered under this
registration statement have been sold or that 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 filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed to constitute a part hereof except as so modified or superseded.
Item 4. Description of Securities
Not applicable. The class of securities to be offered is registered under Section 12 of the Exchange Act.
2
Item 5. Interests of Named Experts and Counsel
The legality of the shares of common stock to be issued in this offering
will be passed upon for the Company by Wyrick Robbins Yates & Ponton LLP,
Raleigh, North Carolina.
Item 6. Indemnification of Directors and Officers
The Company is incorporated under the laws of the State of Delaware.
Section 145 of the Delaware General Corporation Law gives a corporation power
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful.
Section 145 also gives a corporation power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by the person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. Section 145 further provides that, to the extent that a
present or former director or officer of a corporation has been successful on
the merits or otherwise in defense of any such action, suit or proceeding, or
in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 145 also authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, arising out of
his status as such, whether or not the corporation would otherwise have the
power to indemnify him under Section 145.
The Company's Certificate of Incorporation provides for the
indemnification of officers and directors to the fullest extent permitted by
the Delaware General Corporation Law.
All of the Company's directors and officers are covered by insurance
policies maintained by the Company against certain liabilities for actions
taken in their capacities as such, including liabilities under the Securities
Act.
Item 7. Exemption From Registration Claimed
Not applicable.
3
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
Exhibit No.
Description
5.1
Opinion of Wyrick Robbins Yates & Ponton LLP.
10.6*
Blackbaud, Inc. 1999 Stock Option Plan, as amended.
10.7*
Blackbaud, Inc. 2000 Stock Option Plan, as amended.
10.8*
Blackbaud, Inc. 2001 Stock Option Plan, as amended.
10.20*
Blackbaud, Inc. 2004 Stock Plan.
23.1
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2
Consent of Wyrick Robbins Yates & Ponton LLP (contained in Exhibit 5.1)
24.1
Power of Attorney (see page 5).
*
Previously filed in Registrant's Registration Statement on Form S-1 (File No.
333-112978) as the identically numbered exhibit.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes as follows:
(1)      To file, during any period in which offers or
sales are being made, a post-effective
amendment to this registration statement 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.
(2)      That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
related to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 of controlling
person or 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 Act and
will be governed by the final adjudication of such issue.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
4
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 Charleston, State of South Carolina, on the 23rd day
of November 2004.
BLACKBAUD, INC.
By:
/s/ Robert J. Sywolski
Robert J. Sywolski,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Robert
J. Sywolski and Timothy V. Williams, and each of them, his or her true and
lawful attorney-in-fact and agent, 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 (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent 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 or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
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
Capacity
Date
/s/ Robert J. Sywolski
Robert J. Sywolski
President, Chief Executive Officer
and Director
(Principal Executive Officer)
November 23, 2004
/s/ Timothy V. Williams
Timothy V. Williams
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
November 23, 2004
/s/ Paul B. Barber
Paul V. Barber
Director
November 23, 2004
/s/ Marco W. Hellman
Marco W. Hellman
Director
November 23, 2004
/s/ Dr. Sandra R. Hernández
Dr. Sandra R. Hernández
Director
November 23, 2004
/s/ Andrew M. Leitch
Andrew M. Leitch
Director
November 23, 2004
/s/ David R. Tunnell
David R. Tunnell
Director
November 23, 2004
5