Initial Public Offering (IPO): Post-Effective Amendment — Rule 462(b)
Filing Table of Contents
Document/Exhibit Description Pages Size
1: POS462B Form 462B for Cyberian Outpost, Inc. 4 19K
2: EX-5.1 Opinion of Mintz, Cohn Ferris, Glov 2 13K
3: EX-23.1 Consent and Report of Kpmg Peat Marwick LLP 1 8K
4: EX-99.1 Consent of Jupiter Communications 1 6K
5: EX-99.2 Consent of International Data Corporation 1 6K
6: EX-99.3 Consent of Word of Net Promotions 1 6K
POS462B — Form 462B for Cyberian Outpost, Inc.
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As filed with the Securities and Exchange Commission on July 31, 1998
REGISTRATION NO. 333 -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
CYBERIAN OUTPOST, INC.
(Exact name of registrant as specified in its charter)
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CONNECTICUT 5734 06-1419111
(State or other jurisdiction of (Primary Standard Industrial (I.R.S.Employer
incorporation or organization) Classification Code Number) Identification No.)
27 NORTH MAIN STREET - P.O. BOX 636
Kent, Connecticut 06757
(860) 927-2050
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
___________________
Darryl Peck
President and Chief Executive Officer
CYBERIAN OUTPOST, INC.
27 NORTH MAIN STREET - P.O. BOX 636
KENT, CONNECTICUT 06757
(860) 927-2050
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
____________________
COPIES TO:
STANFORD N. GOLDMAN, JR.
PETER S. LAWRENCE ROBERT A. SCHWED
MICHAEL L. FANTOZZI OTHON A. PROUNIS
MINTZ, LEVIN, COHN, FERRIS, REBOUL, MACMURRAY, HEWITT,
GLOVSKY AND POPEO, P.C. MAYNARD & KRISTOL
ONE FINANCIAL CENTER 45 ROCKEFELLER PLAZA
BOSTON, MA 02111 NEW YORK, NY 10111
(617) 542-6000 (212) 841-5700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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 of
1933, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-55819
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. [ ]
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
____________________
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CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE REGISTRATION FEE (1)
--------------------------------------------------------------------------------
COMMON STOCK, $ .01 PAR VALUE...... $12,800,000 $3,776
================================================================================
(1) An aggregate of $70,000,000 worth of Common Stock was previously registered
on a Registration Statement on Form S-1 (Registration No. 333-55819), for
which a filing fee of $20,650 was previously paid with such Registration
Statement. On July 21, 1998, an additional $5,900 was paid by wire transfer,
from which the $3,776 fee for this Registration Statement should be drawn.
Accordingly, the Registrant has instructed a bank to transmit a wire
transfer to the Securities and Exchange Commission (the "Commission") of the
requisite fee, the Registrant will not revoke such instruction, and it has
sufficient funds in the relevant account to cover the amount of the
registration fee.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. This Registration Statement relates to the
public offering of Common Stock of Cyberian Outpost, Inc. contemplated by a
Registration Statement on Form S-1, Registration No. 333-55819 (the "Prior
Registration Statement"), and is filed solely to increase the aggregate offering
price of such offering by $12,800,000. The contents of the Prior Registration
Statement are hereby incorporated by reference into this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in Kent, Connecticut, on July 30, 1998.
CYBERIAN OUTPOST, INC.
By: /s/ Darryl Peck
----------------------------
Darryl Peck, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities held on the
dates indicated.
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Signatures Title Date
---------- ----- ----
/s/ Darryl Peck President, Chief Executive Officer July 30, 1998
------------------- and Director (Principal executive
Darryl Peck officer)
* Executive Vice President and July 30, 1998
------------------- Director (Principal financial and
Katherine N. Vick accounting officer)
* Director July 30, 1998
-------------------
Charles Jackson
* Director July 30, 1998
-------------------
Michael Murray
* Director July 30, 1998
-------------------
William C. Mulligan
* Director July 30, 1998
-------------------
David Yarnell
* By executing his name hereto, Darryl Peck is signing this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons and filed with the Securities and Exchange Commission.
By: /s/ Darryl Peck
-----------------------
Darryl Peck
Attorney-in-Fact
3
EXHIBIT INDEX
All exhibits filed with or incorporated by reference in the Registration
Statement on Form S-1 (Registration No. 333-55819) are incorporated by reference
into, and shall be deemed a part of, this registration Statement, and the
following additional exhibit is filed herewith:
Exhibit
Number Description
------- -----------
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
with respect to the legality of securities being registered.
23.1 Consent and Report on Schedule of KPMG Peat Marwick LLP.
23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(see Exhibit 5.1).
99.1 Consent of Jupiter Communications
99.2 Consent of International Data Corporation
99.3 Consent of Word of Net Promotions
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘POS462B’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Changed as of / Corrected on: | | 8/3/98 |
| Effective on: | | 7/31/98 | | 1 |
| Filed on: | | 7/30/98 | | 3 | | | | | 424B3, S-1/A |
| | 7/21/98 | | 1 |
| List all Filings |
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