As filed with the Securities and Exchange Commission on May 29, 1997
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NETSPEAK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
Florida 7373 65-0627616
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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John W. Staten
Chief Financial Officer
NetSpeak Corporation
902 Clint Moore Road 902 Clint Moore Road
Suite 104 Suite 104
Boca Raton, Florida 33487 Boca Raton, Florida 33487
(561) 997-4001 (561) 997-4001
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(Address, including zip code, and (Name, Address, including zip code,
telephone number including area code, of and telephone number including area
registrant's principal executive offices) code, of agent for service)
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COPIES OF COMMUNICATIONS TO:
Dale S. Bergman, P.A. Lawrence B. Fisher, Esq.
Broad and Cassel Orrick, Herrington & Sutcliffe LLP
201 South Biscayne Boulevard 666 Fifth Avenue
Miami, Florida 33131 New York, New York 10103
Telephone: (305) 373-9400 Telephone: (212) 506-5000
Telecopier: (305) 373-9443 Telecopier: (212) 506-5151
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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: [X]
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 number of the earlier effective
registration statement for the same offering. [X] 333-22123
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. [X]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING REGISTRATION FEE
PRICE(1)
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Common Stock, $.01 par value
per share.......................... 460,000(2) $ 8.75 $4,025,000 $1,220
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Advisor's Warrants to Purchase
Common Stock....................... 40,000 -- -- (3)
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Common Stock underlying the
Advisor's Warrants (4)............. 40,000 $10.50 420,000 $128
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Total Registration Fee............. $1,348
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended
(the "Securities Act").
(2) Includes 60,000 shares of Common Stock that may be issued upon
exercise of a 30-day option granted to the Underwriters solely to cover
over-allotments, if any.
(3) No fee required pursuant to Rule 457(g) under the Securities Act.
(4) Pursuant to Rule 416 under the Securities Act, this Registration
Statement also covers such additional shares as may become issuable as
a result of the anti-dilution provisions contained in the Advisor's
Warrants.
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Incorporation by Reference of Registration Statement on Form S-1 File No.
333-22123
NetSpeak Corporation (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1 (File No. 333-22123) declared effective on May 28, 1997 by
the Securities and Exchange Commission (the "Commission"), including each of the
documents filed by the Company with the Commission and incorporated or deemed to
be incorporated by reference therein.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBIT
NO. DESCRIPTION
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5.1 Opinion of Broad and Cassel.
23.1 Consent of Broad and Cassel (filed as part of Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, independent auditors.
24.1 Power of Attorney (included in the signature page hereof).
II-1
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form S-1 and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the
City of Boca Raton, State of Florida on this 29th day of May, 1997.
NETSPEAK CORPORATION
By:/s/STEPHEN R. COHEN
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Stephen R. Cohen, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Stephen R. Cohen and Robert Kennedy, or any one of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution
for him and in his name, place and stead in any and all capacities to execute in
the name of each such person who is then an officer or director of the
Registrant any and all amendments (including post-effective amendments) to this
Registration Statement, and any registration statement relating to the offering
hereunder pursuant to Rule 462 under the Securities Act of 1933, as amended, and
to file the same with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents and each of them full power and authority to do and
perform each and every act and thing required or necessary to be done in and
about the premises as fully as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
In accordance with 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 date stated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/STEPHEN R. COHEN Chairman of the Board May 29, 1997
- ----------------------------------- and Chief Executive Officer
Stephen R. Cohen (Principal Executive Officer)
/s/JOHN W. STATEN Chief Financial Officer May 29, 1997
- ----------------------------------- (Principal Financial and
John W. Staten Accounting Officer)
/s/ * President, Chief Operating Officer May 29, 1997
- ----------------------------------- and Director
Robert Kennedy
/s/ * Executive Vice President, May 29, 1997
- ----------------------------------- Chief Technical Officer
Shane D. Mattaway and Director
/s/ * Director May 29, 1997
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Steven D. Leeke
/s/ * Director May 29, 1997
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A. Jeffry Robinson
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*By: /s/ STEPHEN R. COHEN
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Stephen R. Cohen
Attorney-in-Fact
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II-2
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Broad and Cassel.
23.1 Consent of Broad and Cassel (filed as part of Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, independent auditors.
May 29, 1997
NetSpeak Corporation
902 Clint Moore Road, Suite 104
Boca Raton, Florida 33487
Re: NETSPEAK CORPORATION (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
You have requested our opinion with respect to the shares of the
Company's common stock, $.01 par value per share (the "Common Stock"), the
Advisors' Warrants to purchase shares of Common Stock (the "Warrants"), and the
shares of Common Stock underlying the Warrants (the "Warrant Shares"), included
in the Registration Statement filed with the U.S. Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Securities
Act").
As counsel to the Company, we have examined the original or certified
copies of such records of the Company, and such agreements, certificates of
public officials, certificates of officers or representatives of the Company and
others, and such other documents as we deem relevant and necessary for the
opinions expressed in this letter. In such examination, we have assumed the
genuineness of all signatures on original documents, and the conformity to
original documents of all copies submitted to us as conformed or photostatic
copies. As to various questions of fact material to such opinions, we have
relied upon statements or certificates of officials and representatives of the
Company and others.
Based on, and subject to the foregoing, we are of the opinion that,
when the shares of Common Stock, the Warrants and the Warrant Shares are issued
and delivered in accordance with the terms of the agreements related thereto,
all filed as exhibits to the Registration Statement, such securities will
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be duly and validly issued, and the Common Stock and Warrant Shares will be
fully paid and non-assessable.
In rendering this opinion, we advise you that members of this Firm are
members of the Bar of the State of Florida, and we express no opinion herein
concerning the applicability or effect of any laws of any other jurisdiction,
except the securities laws of the United States of America referred to herein.
This opinion has been prepared and is to be construed in accordance
with the Report on Standards for Florida Opinions, dated April 8, 1991, issued
by the Business Law Section of The Florida Bar (the "Report"). The Report is
incorporated by reference into this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name under the caption
"Legal Matters" in the Prospectus constituting part of the Registration
Statement. In giving such consent, we do not thereby admit that we are included
within the category of persons whose consent is required under Section 7 of the
Securities Act, or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ BROAD AND CASSEL
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Broad and Cassel
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
NetSpeak Corporation on Form S-1 of our report dated January 24, 1997 (March
26, 1997 as to the sixth paragraph of Note 3), appearing in Registration
Statement No. 333-22123 on Form S-1 of NetSpeak Corporation.
/s/Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
Fort Lauderdale, Florida
May 29, 1997
