<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 1997
REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CONCENTRIC NETWORK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 4813 65-0257497
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
----------------
CONCENTRIC NETWORK CORPORATION
10590 NORTH TANTAU AVENUE
CUPERTINO, CA 95014
(408) 342-2800
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
HENRY R. NOTHHAFT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CONCENTRIC NETWORK CORPORATION
10590 NORTH TANTAU AVENUE
CUPERTINO, CA 95014
(408) 342-2800
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE OF PROCESS)
----------------
COPIES TO:
DAVID J. SEGRE THOMAS A. BEVILACQUA
VALERIE SCHULTHIES BROBECK, PHLEGER & HARRISON LLP
PAUL B. SHINN TWO EMBARCADERO PLACE
VICTOR H. SIM 2200 GENG ROAD
WILSON SONSINI GOODRICH & ROSATI PALO ALTO, CA 94303
PROFESSIONAL CORPORATION (415) 424-0160
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
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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. [X] 333-27241
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. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1)(2) PER SHARE(3) PRICE(3) FEE(4)
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<S> <C> <C> <C> <C>
Common Stock, $.001 par
value................. 805,000 $12.00 $9,660,000 $2,898
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</TABLE>
(1) Includes 105,000 shares which the Underwriters have the option to purchase
solely to cover over-allotments, if any.
(2) Does not include 4,140,000 shares of Common Stock previously registered
for which the registration fee has previously been paid.
(3) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are based on the proposed offering price for the
shares of the Company's Common Stock offered hereby.
(4) Calculated pursuant to Rule 457(a).
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by Concentric Network Corporation (the "Company") with the Securities
and Exchange Commission (the "Commission") hereby incorporates by reference
the contents of the Registration Statement on Form S-1 (File No. 333-27241)
relating to the offering of up to 4,140,000 Shares of Common Stock of the
Company filed on May 16, 1997.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $2,898 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on August 1, 1997); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to
cover the amount of the filing fee; and that it undertakes to confirm receipt
of such instructions by the bank on August 1, 1997.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
COMPANY CERTIFIES THAT IT HAS DULY CAUSED THIS REGISTRATION STATEMENT ON FORM
S-1 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED,
IN THE CITY OF CUPERTINO, STATE OF CALIFORNIA, ON THE 1ST DAY OF AUGUST, 1997.
Concentric Network Corporation
/s/ Henry R. Nothhaft
By: _________________________________
HENRY R. NOTHHAFT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON AUGUST 1, 1997, BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
President and Chief
/s/ Henry R. Nothhaft Executive Officer August 1, 1997
- ------------------------------------- (Principal
HENRY R. NOTHHAFT Executive Officer),
Director
Chief Financial August 1, 1997
/s/ Michael F. Anthofer Officer (Principal
- ------------------------------------- Financial and
MICHAEL F. ANTHOFER Accounting Officer)
* Director August 1, 1997
- -------------------------------------
TERENCE M. O'TOOLE
* Director August 1, 1997
- -------------------------------------
VINOD KHOSLA
</TABLE>
II-11
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Director
- ------------------------------------
RANDY A. MASLOW
* Director
- ------------------------------------ August 1, 1997
FRANCO REGIS
Director
- ------------------------------------
LOUIS P. BENDER III
* Director
- ------------------------------------ August 1, 1997
GARY E. RIESCHEL
Director
- ------------------------------------
ROBERT W. DOEDE
/s/ HENRY R. NOTHHAFT
*By:________________________________
HENRY R. NOTHHAFT
ATTORNEY-IN-FACT
</TABLE>
II-12
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation with respect to the Common Stock being registered.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in their opinion filed as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Accountants.
24.1+ Power of Attorney.
+ Incorporated by reference to page II-7 of the Company's Registration
Statement on Form S-1 (No. 333-27241) filed on May 16, 1997.
<PAGE>
Exhibit 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050 JOHN ARNOT WILSON
TELEPHONE 415-493-9300 FACSIMILE 415-493-6811 RETIRED
Concentric Network Corporation
10590 N Tantau Avenue
Cupertino, California 95014
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Concentric Network Corporation (the "Company") of
a Registration Statement on Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), covering an underwritten
public offering of up to 4,945,000 shares of Common Stock (the "Common
Stock"), including 945,000 shares to cover over-allotments, if any.
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Amended and
Restated Certificate of Incorporation, as amended, and Bylaws, and the originals
or copies certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below, (ii)
assumed that the Amended and Restated Certificate of Incorporation, as
amended, will have been duly approved and filed with the office of the
Delaware Secretary of State and (iii) assumed that the shares of Common Stock
will be sold by the Underwriters at a price established by the Pricing
Committee of the Board of Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Common Stock, when sold and issued in accordance with the
Registration Statement and related Prospectus, will be duly and validly issued,
fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters"
in the Prospectus included in the Registration Statement and any amendment
thereto and to the filing of this opinion as an exhibit to the Registration
Statement and any amendment thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/s/ Wilson, Sonsini, Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
CONSENT OF WILSON SONSINI GOODRICH & ROSATI, Professional Corporation
(Contained in Exhibit 5.1)
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and
"Selected Financial Data" and to the use of our report dated March 14, 1997
(except for Note 1 "The Company" and Note 5, as to which the date is June 23,
1997, and Note 10, as to which the date is July 30, 1997), in the Registration
Statement (Form S-1) for the registration of 805,000 shares of common stock
which incorporates by reference the Registration Statement (Form S-1) and the
related Prospectus of Concentric Network Corporation for the registration of
4,140,000 shares of its common stock declared effective July 31, 1997.
/s/ Ernst & Young LLP
San Jose, California
July 30, 1997
