<PAGE>
As filed with the Securities and Exchange Commission on March 31, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USWEB CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7373 870551650
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
2880 LAKESIDE DRIVE, SUITE 300
SANTA CLARA, CA 95054
(408) 987-3200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
-----------------------------------
JAMES J. HEFFERNAN
CHIEF FINANCIAL OFFICER
USWEB CORPORATION
2880 LAKESIDE DRIVE, SUITE 300
SANTA CLARA, CA 95054
(408) 987-3200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-----------------------------------
Copies to:
MARK BONHAM, ESQ. JOHN W. CAMPBELL III, ESQ.
PAUL R. TOBIAS, ESQ. KRISTIAN E. WIGGERT, ESQ.
KEVIN M. GALLIGAN, ESQ. EDA S. L. TAN, ESQ.
SAM ZUCKER, ESQ. MORRISON & FOERSTER LLP
WILSON SONSINI GOODRICH & ROSATI, P.C. 425 MARKET STREET
650 PAGE MILL ROAD SAN FRANCISCO, CA 94105
PALO ALTO, CALIFORNIA 94304 (415) 268-7000
(650) 493-9300
-----------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-46821
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 the prospectus is expected to be made pursuant to Rule 434,
please the check the following box. [_]
-----------------------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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- -------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM
AMOUNT TO MAXIMUM OFFERING AGGREGATE
TITLE OF EACH CLASS OF BE PRICE PER OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 1,092,500 $23.00 $25,127,500 $7,413
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(a) under the Securities Act.
<PAGE>
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- --------------------------------------------------------------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), by USWeb Corporation (the
"Company"). In accordance with Rule 429 under the Securities Act, this
Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-1 (Registration No. 333-46821), that was
declared effective by the Commission on March 30, 1998 relating to the offering
of up to 5,000,000 shares of Common Stock of the Company plus up to 750,000
shares that may be sold pursuant to the Underwriter's over-allotment option.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on March 31, 1998), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours no later than March 31,
1998.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on this 30th day of
March 1998.
USWEB CORPORATION
By: /s/ James Heffernan
------------------------------------
James Heffernan
Executive Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph P. Firmage and James Heffernan his
attorney-in-fact for him in any and all capacities, to sign any amendments to
this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON THIS 30TH DAY
OF MARCH 1998 IN THE CAPACITIES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------- -----
<S> <C>
/s/ Joseph P. Firmage Chief Executive Officer (Principal Executive
- ----------------------- Officer) and Chairman of the Board
Joseph P. Firmage
/s/ James Heffernan Chief Financial Officer (Principal Accounting and
- ----------------------- Financial Officer), Executive Vice President,
James Heffernan Secretary and Director
/s/ Jeffrey Ballowe Director
- -----------------------
Jeffrey Ballowe
/s/ Robert Hoff Director
- -----------------------
Robert Hoff
/s/ Gary Rieschel Director
- -----------------------
Gary Rieschel
/s/ Barry Rubenstein Director
- -----------------------
Barry Rubenstein
</TABLE>
3
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT TABLE
- ------- -----------------------------------------------------------------------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP, Independent Accountants
24.1 Power of Attorney (See page 3)
4
<PAGE>
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
EXHIBIT 5.1
March 30, 1998
USWeb Corporation
2880 Lakeside Drive, Suite 300
Santa Clara, California 95054
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (Registration
Statement No. 333-46821) (the "Initial Registration Statement") filed by you
with the Securities and Exchange Commission (the "Commission") and declared
effective on March 30, 1998 and the Registration Statement on Form S-1 (as such
may be further amended or supplemented, "Rule 462(b) Registration Statement" and
together with the Initial Registration Statement, the "Registration Statements")
to be filed on March 31, 1998 pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), in connection with the registration
under the Securities Act of up to 6,842,500 shares (including an over-allotment
option granted to the Underwriters to purchase 892,500 shares) of your Common
Stock, par value $0.001 per share (the "Shares"). Of the Shares, 1,621,401
shares (including 621,401 shares subject to the above-referenced over-allotment
option), are authorized but heretofore unissued, and 5,221,099 shares are issued
and outstanding and held by the Selling Stockholders referred to in the
Registration Statements. We understand that the Shares are to be sold to the
Underwriters for resale to the public as described in the Registration
Statements. As your legal counsel, we have examined the proceedings taken, and
are familiar with the proceedings proposed to be taken, by you in connection
with the sale and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, including the proceedings being taken in order to permit such
transaction to be carried out in accordance with applicable state securities
laws, the Shares, when sold in the manner described in the Registration
Statements and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statements and further consent to the use of our name wherever appearing in the
Registration Statements, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our reports dated January 20, 1998 (except
for Note 12, which is as of March 27, 1998), relating to the consolidated
financial statements of USWeb Corporation, September 17, 1997 related to the
financial statements of USWeb San Francisco, September 12, 1997 related to the
financial statements of USWeb Milwaukee, September 17, 1997 related to the
financial statements of USWeb LA Metro, September 18, 1997 related to the
financial statements of USWeb Atlanta, September 18, 1997 related to the
financial statements of USWeb DC, September 18, 1997 related to the financial
statements of USWeb Pittsburgh, October 31, 1997 related to the financial
statements of USWeb Chicago Metro, October 31, 1997 related to the financial
statements of USWeb Hollywood (formerly KandH, Inc.), October 29, 1997 related
to the financial statements of USWeb Hollywood (formerly DreamMedia, Inc.),
October 17, 1997 related to the financial statements of USWeb Marin, October 31,
1997 related to the financial statements of USWeb Long Island, October 24, 1997
related to the financial statements of USWeb Detroit, October 15, 1997 related
to the financial statements of USWeb San Mateo, October 31, 1997 related to the
financial statements of USWeb LA Central, November 4, 1997 related to the
financial statements of USWeb Houston, November 5, 1997 related to the financial
statements of USWeb New York Central (formerly Reach Networks, Inc.), which
appear in such Prospectus. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
San Jose, California
March 30, 1998
5
