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Ibeam Broadcasting Corp – IPO: ‘S-1/A’ on 2/16/00

On:  Wednesday, 2/16/00   ·   Accession #:  1012870-0-811   ·   File #:  333-95833

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/16/00  Ibeam Broadcasting Corp           S-1/A                  6:331K                                   Donnelley R R & S… 13/FA

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 #1 to Form S-1                               8     44K 
 6: EX-10.10    Teleport Services Agreement Dated 12/13/1999          27    136K 
 2: EX-10.2     Employment Agreement Dated 01/12/2000                  8     34K 
 3: EX-10.7     Sublease Agreement                                    50    165K 
 4: EX-10.8     Ibeam and Microsoft Broadband Streaming Initiative    19     79K 
 5: EX-10.9     Ibeam Network Membership Agreement                    10     44K 


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

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
3Item 13. Other Expenses of Issuance and Distribution
"Item 14. Indemnification of Directors and Officers
"Item 15. Recent Sales of Unregistered Securities
5Item 16. Exhibits And Financial Statement Schedules
6Item 17. Undertakings
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As filed with the Securities and Exchange Commission on February 16, 2000 Registration No. 333-95833 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- AMENDMENT NO. 1 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. 1 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................................................. $ * NASD filing fee...................................................... * Nasdaq National Market listing fee................................... * Printing and engraving costs......................................... * Legal fees and expenses.............................................. * Accounting fees and expenses......................................... * Blue Sky fees and expenses........................................... * Transfer Agent and Registrar fees.................................... * Miscellaneous expenses............................................... * ------ Total.............................................................. $ * ====== -------- *To be filed by amendment. 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. II-1
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(1) Since inception through December 31, 1999, (the most recent practicable date) we granted stock options to purchase common stock and issued shares of common stock pursuant to restricted stock purchase agreements equal to a total of 15,750,273 shares of our common stock at prices ranging from $0.00033 to $5.00 to employees, consultants and directors pursuant to our 1998 Stock Plan, as amended. (2) On March 23, 1998, we sold 5,545,875 shares of common stock to our three founders in exchange for $0.00033 per share for an aggregate purchase price of $1,848.63. (3) On April 16, 1998, we sold 1,333,333 shares of Series A Preferred Stock for $1.20 per share to a group of private investors for an aggregate purchase price of $1,599,999.60. (4) 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 a group of private investors for an aggregate purchase price of $5,360,691.60. (5) 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. (6) On February 3, 1999, we sold 3,591,816 shares of Series C Preferred Stock for $3.42 per share to a group of private investors for an aggregate purchase price of $12,284,010. (7) 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. (8) On October 14, 1999, we sold 7,072,732 shares of Series D Preferred Stock for $5.96 per share to a group of private investors for an aggregate purchase price of $42,153,482.72. (9) 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. (10) 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. 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. II-2
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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. 3.1** Amended and 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* Form of Registrant's Common Stock certificate. 4.2** Amended and Restated Investors' Rights Agreement dated October 14, 1999. 4.3** Series D Stock Purchase Warrant dated October 14, 1999 held by Microsoft Corporation. 4.4** Voting Agreement dated October 14, 1999. 4.5** Voting Agreement with Liberty IB, Inc. dated February 12, 1999. 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. 23.1** Consent of PricewaterhouseCoopers, LLP, independent accountants. 23.2* Consent of Counsel. Reference is made to Exhibit 5.1. 24.1** Power of Attorney. 27.1** Financial Data Schedule. -------- * To be filed by amendment. ** Previously filed. + Confidential treatment requested. II-3
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(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. II-4
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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 16th day of February, 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 --------- ----- ---- /s/ Peter Desnoes* President and Chief February 16, 2000 ____________________________________ Executive Officer and Peter Desnoes Chairman of the Board (Principal Executive Officer) /s/ Chris Dier Vice President and Chief February 16, 2000 ____________________________________ Financial Officer Chris Dier (Principal Financial and Accounting Officer) /s/ Barry Baker* Director February 16, 2000 ____________________________________ Barry Baker /s/ Frederic Seegal* Director February 16, 2000 ____________________________________ Frederic Seegal /s/ Richard Shapero* Director February 16, 2000 ____________________________________ Richard Shapero /s/ Peter Wagner* Director February 16, 2000 ____________________________________ Peter Wagner /s/ Robert Wilmot* Director February 16, 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. 3.1** Amended and 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* Form of Registrant's Common Stock certificate. 4.2** Amended and Restated Investors' Rights Agreement dated October 14, 1999. 4.3** Series D Stock Purchase Warrant dated October 14, 1999 held by Microsoft Corporation. 4.4** Voting Agreement dated October 14, 1999. 4.5** Voting Agreement with Liberty IB, Inc. dated February 12, 1999. 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. 23.1** Consent of PricewaterhouseCoopers, LLP, independent accountants. 23.2* Consent of Counsel. Reference is made to Exhibit 5.1. 24.1** Power of Attorney. 27.1** Financial Data Schedule. -------- * To be filed by amendment. ** Previously filed. + Confidential treatment requested.

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘S-1/A’ Filing    Date First  Last      Other Filings
Filed on:2/16/0017None on these Dates
12/31/994
12/13/9958
10/14/9948
10/5/9958
9/20/9958
9/1/994
2/12/9958
2/3/994
1/12/9958
11/24/984
7/21/984
7/6/9858
6/8/984
4/16/984
3/23/984
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