Ibeam Broadcasting Corp – IPO: ‘S-1/A’ on 5/17/00

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment #6 to Form S-1                              10     58K 
 2: EX-5.1      Opinion of Wilson Sonsini Goodrich & Rosati            1      6K 

S-1/A   —   Amendment #6 to Form S-1
Document Table of Contents

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As filed with the Securities and Exchange Commission on May 17, 2000  
                                                    Registration No. 333-95833
------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

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

AMENDMENT NO. 6 
To  
FORM S-1  
REGISTRATION STATEMENT  
Under 
The Securities Act of 1933  

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

iBEAM BROADCASTING CORPORATION  
(Exact name of Registrant as specified in its charter)  

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

Delaware                    7389                    94-3296895  
(State or other          (Primary Standard          (I.R.S. Employer  
 jurisdiction of             Industrial           Identification Number)
incorporation or         Classification Code                            
organization)                Number)                                
645 Almanor Avenue, Suite 100 
Sunnyvale, CA 94086 
(408) 523-1600  
(Address, including zip code, and telephone number, including area code, of 
Registrant's principal executive offices) 

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

Chris Dier  
Chief Financial Officer 
iBEAM Broadcasting Corporation  
645 Almanor Avenue, Suite 100 
Sunnyvale, CA 94086 
(408) 523-1600  
(Name, address, including zip code, and telephone number, including area code,  
of agent for service) 

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

Copies to:  
Barry Taylor, Esq.                                   Bruce Dallas, Esq.   
David Dayan, Esq.                                  Davis Polk & Wardwell
Charles Prober, Esq.                                  1600 El Camino Real   
Wilson Sonsini Goodrich                               Menlo Park, CA 94025    
& Rosati                                          (650) 752-2000
Professional Corporation                                                        
650 Page Mill Road                                                        
Palo Alto, CA 94304                                                       
(650) 493-9300            ---------------                             

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, 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. [_]                     
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 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 of 1933 or until the Registration Statement  
shall become effective on such date as the Commission, acting pursuant to said  
Section 8(a), may determine.                                                    

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EXPLANATORY NOTE  

Amendment No. 6 to the Registration Statement is being filed for the sole 
purpose of filing additional exhibits.                                          

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS  

Item 13. Other Expenses Of Issuance And Distribution                            

The following table sets forth the costs and expenses, other than         
underwriting discounts and commissions, payable by us in connection with the    
sale of Common Stock being registered. All amounts are estimates except the     
SEC registration fee and the NASD filing fee.                                   

                                                                [Download Table]
                                                                            
SEC registration fee............................................. $   45,540
NASD filing fee..................................................     17,750
Nasdaq National Market listing fee...............................     90,000
Printing and engraving costs.....................................    300,000
Legal fees and expenses..........................................    600,000
Accounting fees and expenses.....................................    600,000
Blue Sky fees and expenses.......................................      5,000
Transfer Agent and Registrar fees................................     10,000
Miscellaneous expenses...........................................     81,710
                                                                  ----------
  Total.......................................................... $1,750,000
                                                                  ==========

Item 14. Indemnification Of Directors And Officers                              

Section 145 of the Delaware General Corporation Law permits a corporation 
to include in its charter documents, and in agreements between the corporation  
and its directors and officers, provisions expanding the scope of               
indemnification beyond that specifically provided by the current law.           

 Article X of our Amended and Restated Certificate of Incorporation provides
for the indemnification of directors to the fullest extent permissible under    
Delaware law.                                                                   

Article VI of our Amended and Restated Bylaws provides for the            
indemnification of officers, directors and third parties acting on behalf of    
us if such person acted in good faith and in a manner reasonably believed to    
be in and not opposed to our best interest, and, with respect to any criminal   
action or proceeding, the indemnified party had no reason to believe his or     
her conduct was unlawful.                                                       

We have entered into indemnification agreements with our directors and    
executive officers, in addition to indemnification provided for in our Amended  
and Restated Bylaws, and intend to enter into indemnification agreements with   
any new directors and executive officers in the future. The indemnification     
agreements may require us, among other things, to indemnify our directors and   
officers against certain liability that may arise by reason of their status or  
service as directors and officers (other than liabilities arising from willful  
misconduct of a culpable nature), to advance their expenses incurred as a       
result of any proceeding against them as to which they could be indemnified,    
and to obtain directors and officers' insurance, if available on reasonable     
terms.                                                                          

Item 15. Recent Sales Of Unregistered Securities                                

 Since inception, we have issued unregistered securities to a limited number
of persons, as described below. None of these transactions involved any         
underwriters, underwriting discounts or commissions, or any public offering,    
and we believe that each transaction was exempt from the registration           
requirements of the Securities Act by virtue of Section 4(2) thereof,           
Regulation D promulgated thereunder or Rule 701 pursuant to compensatory        
benefit plans and contracts relating to compensation as provided under such     
Rule 701. The recipients of securities in each such transaction represented     
their intention to acquire the securities for investment only and not with a    
view to or for sale in connection with any distribution thereof, and            
appropriate legends were affixed to the share certificates and instruments      
issued in such transactions. All recipients had adequate access, through their  
relationships with us, to information about us.                                 

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(1) Since inception through March 31, 2000, (the most recent practicable  
date) we granted stock options and restricted stock purchase rights to acquire  
an aggregate of 25,689,019 shares of our common stock at prices ranging from    
$0.00024 to $13.07 to employees, consultants and directors pursuant to our      
1998 Stock Plan, as amended. These shares were issued in reliance on Section    
4(2) and Rule 701 of the Securities Act solely to employees, consultants and    
directors.                                                                      

(2) From inception through March 31, 2000, we issued an aggregate of      
12,450,704 shares of our common stock to employees, consultants and directors   
pursuant to the exercise of options and restricted stock purchase rights        
granted under our 1998 Stock Plan, as amended, for an aggregate consideration   
of $3,075,919. These shares were issued in reliance on Section 4(2) and Rule    
701 of the Securities Act solely to employees, consultants and directors.       

(3) On March 23, 1998, we sold 7,636,669 shares of common stock to Michael
Bowles, Robert Wilmot and Navin Chaddha in exchange for $0.00024 per share for  
an aggregate purchase price of $1,848.63. These shares were issued in reliance  
on Section 4(2) of the Securities Act.                                          

 (4) On April 16, 1998, we sold 1,333,333 shares of Series A Preferred Stock
for $1.20 per share to Crosspoint Venture Partners 1997 and the Annabel J.      
Montgomery Revocable Trust for an aggregate purchase price of $1,599,999.60.    
These shares were issued in reliance on Section 4(2) of the Securities Act.     

 (5) On June 8, 1998 and July 21, 1998, we sold 3,248,904 shares of Series B
Preferred Stock for $1.65 per share to Accel VI L.P., Accel Internet Fund II    
L.P., Accel Keiretsu VI L.P., Accel Investors '98 L.P., Crosspoint Venture      
Partners 1997, Media Technology Ventures L.P., Media Technology Entrepreneurs   
Fund, L.P., Annabel J. Montgomery Revocable Trust, G&H Partners and Stanford    
University, for an aggregate purchase price of $5,360,500. These shares were    
issued in reliance on Section 4(2) of the Securities Act.                       

(6) On November 24, 1998, we issued warrants to purchase 92,208 shares of 
our Series B Preferred Stock to Comdisco, Inc., of which 27,273 have an         
exercise price of $1.65 and 64,935 have an exercise price of $2.31. These       
warrants were issued in reliance on Section 4(2) of the Securities Act.         

(7) On February 3, 1999, we sold 3,591,816 shares of Series C Preferred   
Stock for $3.42 per share to Accel VI L.P., Accel Internet Fund II L.P., Accel  
Keiretsu VI L.P., Accel Investors '98 L.P., Crosspoint Venture Partners 1997,   
Media Technology Ventures L.P., Media Technology Ventures Entrepreneurs Fund,   
L.P., Intel Corporation, Comdisco, Inc., Annabel J. Montgomery Revocable        
Trust, Montgomery & Associates LP, G&H Partners, Stanford University, Peter     
Desnoes, Liberty IB, Michael Bowles, Robert Hawk, Chris Dier, Jeffrey and       
Janna Rodgers Revocable Trust, Larry Goldstein, Allen Freener, Bruce Lawler,    
Annabel J. Montgomery Trust, Crescendo World Fund, LLC and Eagle Ventures       
World Fund, LLC for an aggregate purchase price of $12,284,010. These shares    
were issued in reliance on Section 4(2) of the Securities Act.                  

(8) On September 1, 1999, we issued a warrant to purchase 6,396 shares of 
Series C Preferred Stock at an exercise price of $3.42 to Comdisco, Inc. This   
warrant was issued in reliance on Section 4(2) of the Securities Act.           

(9) On October 14, 1999, we sold 7,072,732 shares of Series D Preferred   
Stock for $5.96 per share to Crosspoint Venture Partners 1997, Accel VI L.P.,   
Accel Internet Fund II L.P., Accel Keiretsu VI, L.P., Accel Investors '98       
L.P., Media Technology Ventures L.P., Media Technology Ventures Entrepreneurs   
Fund, L.P., Intel Corporation, Microsoft Corporation, Covad Communications      
Investment Corp., Comdisco, Inc., Sony Corporation of America, Annabel J.       
Montgomery Revocable Trust Dated, J.P. Morgan Direct Venture Capital            
Institutional Investors LLC, J.P. Morgan Direct Venture Capital Private         
Investors LLC, Crescendo World Fund, LLC, Eagle Ventures WF, LLC, Lunn-iBEAM,   
LLC, Peter Desnoes, IRA, Robert C. Hawk, Len Grossi, Fred Seegal, WS            
Investment Company 99B, Chris L. Dier, Bruce D. Lawler, Tom Gillis, Nils Lahr,  
David Strehlow, Robert Davis and Philip Rosendale for an aggregate purchase     
price of $42,153,482. These shares were issued in reliance on Section 4(2) of   
the Securities Act and Regulation D promulgated thereunder.                     

 (10) On October 14, 1999, we issued a warrant to purchase 218,120 shares of
Series D Preferred Stock at an exercise price of $5.96 to Microsoft             
Corporation. This warrant was issued in reliance on Section 4(2) of the         
Securities Act.                                                                 

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(11) On December 3, 1999, we issued a warrant to purchase 25,268 shares of
Series D Preferred Stock at an exercise price of $5.96 to Comdisco, Inc. This   
warrant was issued in reliance on Section 4(2) of the Securities Act.           

(12) On January 25, 2000, we issued 908,820 shares of common stock to     
Frederic Seegal for a purchase price of $4.84 per share for an aggregate        
purchase price of $4,395,600. These shares were issued in reliance on Section   
4(2) of the Securities Act.                                                     

(13) On February 15, 2000, we issued 2,181,818 shares of our Series E     
Preferred Stock to Pacific Century CyberWorks Limited at a per share purchase   
price of $13.75 for an aggregate consideration of $29,999,997. These shares     
were issued in reliance on Section 4(2) of the Securities Act.                  

(14) On February 25, 2000, we issued a warrant to purchase 537,634 shares 
of common stock at an exercise price of $9.30 (assuming an initial public       
offering price of $10.00 per share) to America Online, Inc. This warrant was    
issued in reliance on Section 4(2) of the Securities Act.                       

(15) On February 28, we issued 363,636 shares of our Series E Preferred   
Stock to America Online, Inc. at a per share purchase price of $13.75 for an    
aggregate consideration of $5,000,000. These shares were issued in reliance on  
Section 4(2) of the Securities Act.                                             

(16) On March 21, 2000 we entered into an Agreement and Plan of Merger    
pursuant to which we will acquire webcasts.com. In connection with the closing  
of the acquisition on April 28, 2000, we issued 8,233,173 shares of our Series  
F Preferred Stock in exchange for outstanding shares of webcasts.com capital    
stock. The issuance of these shares was completed in reliance of Section 4(2)   
of the Securities Act and Regulation D promulgated thereunder. In connection    
with this acquisition, we also assumed webcasts.com options, which are          
exercisable to purchase 706,285 shares of our Series F Preferred Stock. These   
options were granted in reliance upon Rule 701 of the Securities Act.           

(17) On March 16, 2000 we entered into an agreement with Catalyst         
Investments, LLC pursuant to which Catalyst Investments, LLC has agreed to      
purchase $10,000,000 of our Series G Preferred Stock prior to the closing of    
this offering at a price to the public in the offering. Based on an assumed     
public offering price of $10.00 per share, Catalyst Investments, LLC will       
purchase 1,000,000 shares of our Series G Preferred Stock. These shares will    
be issued in reliance on Section 4(2) of the Securities Act.                    

(18) On April 10, 2000 we entered into an agreement with At Home          
Corporation pursuant to which At Home Corporation has agreed to purchase        
$5,000,000 of our Series H Preferred Stock prior to the closing of this         
offering at a price to the public in the offering less underwriting discounts   
and commissions. Based on an assumed public offering price of $10.00 per        
share, At Home Corporation will purchase 537,634 shares of our Series H         
Preferred Stock. These shares will be issued in reliance on Section 4(2) of     
the Securities Act.                                                             

We relied upon the securities exemptions for the issuances listed under   
footnotes (3)-(15), (17) and (18) above based on the fact that there was no     
general solicitation or advertising for these issuances. These issuances were   
made to a limited number of purchasers, each of whom we believe was an          
accredited investor or, if not, had sufficient financial experience and         
resources to evaluate the merits and risks of the investment. We believe each   
investor possessed sufficient financial sophistication to participate in such   
private financings.                                                             

We are relying upon the securities exemption for the issuance listed under
footnote (16) above based on the fact that there was no general solicitation    
or advertising for the issuance. There was less than 35 non-accredited          
webcasts.com shareholders, each of whom we believe alone or with his purchaser  
representative possessed sufficient financial sophistication to participate in  
this issuance. In addition, we provided all webcasts.com shareholders with      
information regarding our company as required by Rule 506 of Regulation D.      

 For additional information concerning these equity investment transactions,
reference is made to the information contained under the caption "Certain       
Relationships and Related Transactions" in the form of prospectus included      
herein.                                                                         

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Item 16. Exhibits And Financial Statement Schedules                             

(a) Exhibits                                                              

                                                                [Download Table]

Exhibit                                                                     
 Number                        Description of Document                      
-------                        -----------------------                      
                                                                            
 1.1**   Form of Underwriting Agreement.                                    
 2.1**   Agreement and Plan of Merger, dated March 21, 2000, by and among   
         the Registrant, WAC Acquisition Corporation, and Webcasts.com, Inc.
 3.1**   Restated Certificate of Incorporation of the Registrant.           
 3.2**   Form of Amended and Restated Certificate of Incorporation of the   
         Registrant, to be filed prior to the closing of this offering.     
 3.3**   By-Laws of the Registrant.                                         
 3.4**   Form of Amended and Restated By-Laws of the Registrant, to be      
         effective upon the closing of this offering.                       
 4.1**   Specimen of common stock certificate.                              
 4.2**   Third Amended and Restated Investors' Rights Agreement dated April 
         28, 2000.                                                          
 4.3**   Series D Stock Purchase Warrant dated October 14, 1999 held by     
         Microsoft Corporation.                                             
 4.4**   Amended and Restated Voting Agreement dated February 15, 2000.     
 4.5**   Voting Agreement with Liberty IB, Inc. dated February 12, 1999.    
 4.6**   Stock Subscription Warrant dated February 25, 2000 held by America 
         Online, Inc.                                                       
 5.1     Opinion of Wilson Sonsini Goodrich & Rosati Professional           
         Corporation.                                                       
10.1**   Form of Indemnification Agreement entered into by the Registrant   
         with each of its directors and executive officers.                 
10.2**   Employment Agreement dated January 12, 1999 between the Registrant 
         and Peter Desnoes.                                                 
10.3**   1998 Stock Plan and forms of agreement thereunder.                 
10.4**   2000 Stock Plan and forms of agreement thereunder.                 
10.5**   2000 Employee Stock Purchase Plan.                                 
10.6**   2000 Director Option Plan.                                         
10.7**   Sublease Agreement dated July 6, 1998 between Netscape             
         Communications, Inc. and the Registrant with respect to            
         Registrant's facilities in Sunnyvale, California.                  
10.8**+  iBEAM and Microsoft Broadband Streaming Initiative Agreement dated 
         September 20, 1999.                                                
10.9**+  iBEAM Network Membership Agreement by and between the Registrant   
         and Covad Communications Group dated October 5, 1999.              
10.10**+ Teleport Services Agreement dated December 13, 1999 between        
         Williams Vyvx Services, a business unit of Williams Communications,
         Inc., and the Registrant.                                          
10.11**+ System Services Agreement dated January 27, 2000 between America   
         Online, Inc. and the Registrant.                                   
10.12**+ iBEAM Network Membership Agreement by and between the Registrant   
         and NorthPoint Communications, Inc. dated September 30, 1999.      
10.13**  Employment Letter between the Registrant and Chris Dier dated      
         November 18, 1998.                                                 
10.14**  Employment Letter between the Registrant and Jeremy Zullo dated    
         July 9, 1999.                                                      
10.15**  Employment Letter between the Registrant and Nils Lahr dated July  
         9, 1999.                                                           

10.16**  Consulting Agreement between the Registrant and Frederic Seegal    
         dated January 25, 2000.                                            

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                                                                [Download Table]

Exhibit                                                                    
 Number                        Description of Document                     
-------                        -----------------------                     
                                                                           
10.17**  Restricted Stock Purchase Agreement between the Registrant and    
         Frederic Seegal dated January 25, 2000.                           
10.18**+ Excite@Home - iBEAM Internet Services Agreement by and between the
         Registrant and At Home Corporation dated April 5, 2000.           
23.1**   Consent of PricewaterhouseCoopers LLP, Independent Accountants.   
23.2**   Consent of KPMG LLP, Independent Auditor.                         
23.3     Consent of Counsel. Reference is made to Exhibit 5.1.             
24.1**   Power of Attorney.                                                
27.1**   Financial Data Schedule.                                          

--------                                                                        
**  Previously filed.                                                         
+   Confidential treatment has been requested with respect to certain non-    
   public information contained in these exhibits. Such information has been
filed with the Securities and Exchange Commission.                    

(b) Financial Statement Schedules                                         

Schedules not listed above have been omitted because the information      
required to be set forth therein is not applicable or is shown in the           
financial statements or notes thereto.                                          

Item 17. Undertakings                                                           

 We hereby undertake to provide to the underwriters at the closing specified
in the underwriting agreement certificates in such denominations and            
registered in such names as required by the underwriters to permit prompt       
delivery to each purchaser.                                                     

Insofar as indemnification by us for liabilities arising under the        
Securities Act may be permitted to directors, officers and controlling persons  
of iBEAM pursuant to the provisions referenced in Item 14 of this Registration  
Statement or otherwise, we have been advised that in the opinion of the         
Securities and Exchange Commission such indemnification is against public       
policy as expressed in the Securities Act, and is, therefore, unenforceable.    
In the event that a claim for indemnification against such liabilities (other   
than the payment by us of expenses incurred or paid by a director, officer, or  
controlling person of iBEAM in the successful defense of any action, suit or    
proceeding) is asserted by a director, officer or controlling person in         
connection with the securities being registered hereunder, we 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         
Securities Act and will be governed by the final adjudication of such issue.    

We hereby undertake that:                                                 

   (1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of Prospectus filed as part of this   
Registration Statement in reliance upon Rule 430A and contained in a form   
of Prospectus filed by iBEAM pursuant to Rule 424(b)(1) or (4) or 497(h)    
under the Securities Act shall be deemed to be part of this Registration    
Statement as of the time it was declared effective.                         

 (2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus 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.                        

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SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this amendment to the registration statement to be   
signed on its behalf by the undersigned, thereunto duly authorized, in the city 
of Sunnyvale, State of California, on the 17th day of May, 2000.                

                                  iBEAM BROADCASTING CORPORATION

                      By: /s/ Chris Dier
                                            __________________________________
                  Chris Dier
                                          Vice President and Chief Financial
               Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the   
capacities and on the dates indicated:                                          

                                                                [Download Table]

             Signature                           Title                 Date    
             ---------                           -----                 ----    

                                                                               
Peter Desnoes*                       President and Chief           May 17, 2000
____________________________________  Executive Officer and                    
Peter Desnoes                         Chairman of the Board                    
                                      (Principal Executive                     
                                      Officer)                                 

/s/ Chris Dier                       Vice President and Chief      May 17, 2000
____________________________________  Financial Officer                        
Chris Dier                            (Principal Financial and                 
                                      Accounting Officer)                      

Barry Baker*                         Director                      May 17, 2000
____________________________________                                           
Barry Baker                                                                    

Frederic Seegal*                     Director                      May 17, 2000
____________________________________                                           
Frederic Seegal                                                                

Richard Shapero*                     Director                      May 17, 2000
____________________________________                                           
Richard Shapero                                                                

Peter Wagner*                        Director                      May 17, 2000
____________________________________                                           
Peter Wagner                                                                   

Robert Wilmot*                       Director                      May 17, 2000
____________________________________                                           
Robert Wilmot                                                                  

*By: /s/ Chris Dier                                                             
____________________________                                                
Chris Dier                                                                  
Attorney-in-fact                                                            

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INDEX TO EXHIBITS 

                                                                [Download Table]

Exhibit                                                                       
 Number                         Description of Document                       
-------                         -----------------------                       
                                                                              
 1.1**   Form of Underwriting Agreement.                                      
 2.1**   Agreement and Plan of Merger, dated March 21, 2000, by and among the 
         Registrant, WAC Acquisition Corporation, and Webcasts.com, Inc.      
 3.1**   Restated Certificate of Incorporation of the Registrant.             
 3.2**   Form of Amended and Restated Certificate of Incorporation of the     
         Registrant, to be filed prior to the closing of this offering.       
 3.3**   By-Laws of the Registrant.                                           
 3.4**   Form of Amended and Restated By-Laws of the Registrant, to be        
         effective upon the closing of this offering.                         
 4.1**   Specimen of common stock certificate.                                
 4.2**   Third Amended and Restated Investors' Rights Agreement dated April   
         28, 2000.                                                            
 4.3**   Series D Stock Purchase Warrant dated October 14, 1999 held by       
         Microsoft Corporation.                                               
 4.4**   Amended and Restated Voting Agreement dated February 15, 2000.       
 4.5**   Voting Agreement with Liberty IB, Inc. dated February 12, 1999.      
 4.6**   Stock Subscription Warrant dated February 25, 2000 held by America   
         Online, Inc.                                                         
 5.1     Opinion of Wilson Sonsini Goodrich & Rosati Professional Corporation.
10.1**   Form of Indemnification Agreement entered into by the Registrant with
         each of its directors and executive officers.                        
10.2**   Employment Agreement dated January 12, 1999 between the Registrant   
         and Peter Desnoes.                                                   
10.3**   1998 Stock Plan and forms of agreement thereunder.                   
10.4**   2000 Stock Plan and forms of agreement thereunder.                   
10.5**   2000 Employee Stock Purchase Plan.                                   
10.6**   2000 Director Option Plan.                                           
10.7**   Sublease Agreement dated July 6, 1998 between Netscape               
         Communications, Inc. and the Registrant with respect to Registrant's 
         facilities in Sunnyvale, California.                                 
10.8**+  iBEAM and Microsoft Broadband Streaming Initiative Agreement dated   
         September 20, 1999.                                                  
10.9**+  iBEAM Network Membership Agreement by and between the Registrant and 
         Covad Communications Group dated October 5, 1999.                    
10.10**+ Teleport Services Agreement dated December 13, 1999 between Williams 
         Vyvx Services, a business unit of Williams Communications, Inc., and 
         the Registrant.                                                      
10.11**+ System Services Agreement dated January 27, 2000 between America     
         Online, Inc. and the Registrant.                                     
10.12**+ iBEAM Network Membership Agreement by and between the Registrant and 
         NorthPoint Communications, Inc. dated September 30, 1999.            
10.13**  Employment Letter between the Registrant and Chris Dier dated        
         November 18, 1998.                                                   
10.14**  Employment Letter between the Registrant and Jeremy Zullo dated July 
         9, 1999.                                                             
10.15**  Employment Letter between the Registrant and Nils Lahr dated July 9, 
         1999.                                                                

10.16**  Consulting Agreement between the Registrant and Frederic Seegal dated
         January 25, 2000.                                                    

10.17**  Restricted Stock Purchase Agreement between the Registrant and       
         Frederic Seegal dated January 25, 2000.                              

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                                                                [Download Table]

Exhibit                                                                    
 Number                        Description of Document                     
-------                        -----------------------                     
                                                                           
10.18**+ Excite@Home - iBEAM Internet Services Agreement by and between the
         Registrant and At Home Corporation dated April 5, 2000.           
23.1**   Consent of PricewaterhouseCoopers LLP, Independent Accountants.   
23.2**   Consent of KPMG LLP, Independent Auditor.                         
23.3     Consent of Counsel. Reference is made to Exhibit 5.1.             
24.1**   Power of Attorney.                                                
27.1**   Financial Data Schedule.                                          

--------                                                                        
**  Previously filed.                                                         
+   Confidential treatment has been requested with respect to certain non-    
   public information contained in these exhibits. Such information has been
filed with the Securities and Exchange Commission.                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/17/00		1		8
		4/28/00		5		9
		4/10/00		5
		4/5/00		7		10
		3/31/00		4
		3/21/00		5		9			S-1/A
		3/16/00		5
		2/25/00		5		9
		2/15/00		5		9
		1/27/00		6		9
		1/25/00		5		9
		12/13/99		6		9
		12/3/99		5
		10/14/99		4		9
		10/5/99		6		9
		9/30/99		6		9
		9/20/99		6		9
		9/1/99		4
		7/9/99		6		9
		2/12/99		6		9
		2/3/99		4
		1/12/99		6		9
		11/24/98		4
		11/18/98		6		9
		7/21/98		4
		7/6/98		6		9
		6/8/98		4
		4/16/98		4
		3/23/98		4
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