Liveworld Inc – IPO: ‘S-1MEF’ on 7/20/99

On:  Tuesday, 7/20/99   ·   Effective:  7/20/99   ·   Accession #:  1012870-99-2406   ·   File #s:  333-77455, 333-83249

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Initial Public Offering (IPO):  Registration of Additional Securities   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1MEF      Form S-1                                               4     20K 
 2: EX-5.1      Opinion of Wilson Sonsini Goodrich & Rosati            1      7K 
 3: EX-23.1     Consent of Independent Auditors                        1      4K 

S-1MEF   —   Form S-1

S-1MEF
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
As filed with the Securities and Exchange Commission on July 19, 1999 
                                               Registration No. 333-
------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 

SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

----------------  
FORM S-1  
REGISTRATION STATEMENT  
UNDER 
THE SECURITIES ACT OF 1933  

----------------  
TALK CITY, INC. 
(Exact name of registrant as specified in its charter)  

                                                                [Download Table]
                                                                                  
          DELAWARE                        7375                    77-0426524      
(State or other jurisdiction  (Primary Standard Industrial     (I.R.S. Employer   
      of incorporation                                                            
      or organization)        Classification Code Number)   Identification Number)

307 Orchard City Drive, Suite 350 
Campbell, CA 95008  
(408) 871-5200  
(Address, including zip code, and telephone number, including area code, of 
the Registrant's principal executive offices) 

PETER H. FRIEDMAN 
President and Chief Executive Officer 
Talk City, Inc. 
307 Orchard City Drive, Suite 350 
Campbell, CA 95008  
(408) 871-5200  
(Name, address, including zip code, and telephone number, including area code,  
of agent for service) 

----------------  
COPIES TO:  

                                                                [Download Table]
                                                                              
         PAGE MAILLIARD                               KENNETH L. GUERNSEY     
          JULIE A. BELL                                 KARYN R. SMITH        
        CAROLYNN W. JONES                             VIRGINIA C. EDWARDS     
Wilson Sonsini Goodrich & Rosati                       LAURIE J. HAUBER       
    Professional Corporation                          Cooley Godward LLP      
       650 Page Mill Road                       One Maritime Plaza, 20th Floor
   Palo Alto, California 94304                      San Francisco, CA 94111   
         (650) 493-9300                                 (415) 693-2000        

----------------  
 Approximate date of commencement of proposed sale to the public: As soon as
practicable 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 of  
1933, as amended, 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] 333-77455           

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 this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]                                             

----------------  
CALCULATION OF REGISTRATION FEE CHART 

                                                        [Enlarge/Download Table]
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

                                              Proposed Maximum                        
  Title of Each Class of Securities to be    Aggregate Offering Amount of Registration
                Registered                         Price                Fee(1)        
--------------------------------------------------------------------------------------
                                                                                      
Common Stock, $0.001 par value per share..       $6,900,000             $1,918        
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

(1) The Company previously registered an aggregate of $62,100,000 worth of      
  Common Stock on a Registration Statement on Form S-1 (File No. 333-77455),
for which a filing fee of $17,264 was previously paid upon the filing of
such Registration Statement. The Registrant has instructed a bank to    
transmit by wire transfer the filing fee to the Securities and Exchange 
Commission, the Registrant will not revoke such instruction, and it has 
sufficient funds in such account to cover the amount of the registration
fee.                                                                    

------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 

S-1MEF
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 

 This Registration Statement is being filed with the Securities and Exchange
Commission 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 the Registrant contemplated by the Registration Statement on Form S-1, 
File No. 333-77455 (the "Prior Registration Statement"), and is being filed for 
the sole purpose of registering additional securities of the same class as were 
included in the Prior Registration Statement.                                   

S-1MEF
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this registration statement to be signed on its      
behalf by the undersigned, thereunto duly authorized, in the City of Campbell,  
State of California, on this 19th day of July, 1999.                            

                   TALK CITY, INC.

                                       /s/ Peter H. Friedman
                                         By: _________________________________
                                           Peter H. Friedman
                                           President and Chief Executive
                                           Officer

  Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the          
capacities and on the dates indicated:                                          

                                                                [Download Table]
                                                                                
      /s/ Peter H. Friedman          President and Chief           July 19, 1999
____________________________________  Executive Officer                         
         Peter H. Friedman            (Principal Executive                      
                                      Officer)                                  

      /s/ Jeffrey Snetiker           Senior Vice President, Chief  July 19, 1999
____________________________________  Financial and                             
          Jeffrey Snetiker            Administrative Officer                    
                                      (Principal Financial and                  
                                      Accounting Officer)                       

                 *                   Director                      July 19, 1999
____________________________________                                            
         Kenneth A. Bronfin                                                     

                 *                   Director                      July 19, 1999
____________________________________                                            
         Joseph A. Graziano                                                     

                 *                   Director                      July 19, 1999
____________________________________                                            
        Thomas P. Hirschfeld                                                    

                 *                   Director                      July 19, 1999
____________________________________                                            
            John Sculley                                                        

                 *                   Director                      July 19, 1999
____________________________________                                            
          Barry M. Weinman                                                      

                 *                   Director                      July 19, 1999
____________________________________                                            
        Martin J. Yudkovitz                                                     

/s/ Peter H.                                                  
Friedman(1)                                                     
*By: __________________________                                                 
Peter H. Friedman                                                 
Attorney-in-Fact                                                  

--------                                                                        
(1) The Power of Attorney granted by each director was filed as an exhibit to   
the Prior Registration Statement.                                       

S-1MEF
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
INDEX TO EXHIBITS 

                                                                [Download Table]

EXHIBIT NO.                             EXHIBIT                           
-----------                             -------                           
                                                                          
 1.1*       Form of Underwriting Agreement                                
 5.1        Opinion of Wilson Sonsini Goodrich & Rosati, P.C.             
23.1        Consent of Independent Auditors                               
            Consent of Wilson Sonsini Goodrich & Rosati, P.C. Reference is
23.2        made to Exhibit 5.1                                           
24.1*       Power of Attorney                                             

--------                                                                        
*  Incorporated by reference from the Prior Registration Statement              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1MEF’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		7/20/99							424B4
		7/19/99		1		3			S-1/A
									List all Filings