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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1998
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
------------------------
INTERVU INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7371 33-0680870
(STATE OR OTHER JURISDICTION
OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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6815 FLANDERS DRIVE
SAN DIEGO, CA 92121
(619) 350-1600
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES AND
PRINCIPAL PLACE OF BUSINESS)
HARRY E. GRUBER
CHIEF EXECUTIVE OFFICER
INTERVU INC.
6815 FLANDERS DRIVE
SAN DIEGO, CA 92121
(619) 350-1600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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SCOTT N. WOLFE, ESQ. PETER LILLEVAND, ESQ.
DAVID A. HAHN, ESQ. IAIN MICKLE, ESQ.
ROBERT E. BURWELL, ESQ. BARBARA M. LANGE, ESQ.
LATHAM & WATKINS ORRICK, HERRINGTON & SUTCLIFFE LLP
701 "B" STREET, SUITE 2100 OLD FEDERAL RESERVE BANK BUILDING
SAN DIEGO, CALIFORNIA 92101 400 SANSOME STREET
(619) 236-1234 SAN FRANCISCO, CALIFORNIA 94111
(415) 392-1122
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APPROXIMATE DATE 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] (File No. 333-51587)
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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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE FEE(3)
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value... 115,000 Shares $13.25 $1,523,750 $450
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(1) Includes 15,000 shares subject to the Underwriters' option to cover
over-allotments.
(2) Estimated solely for the purpose of computing the amount of the registration
fee.
(3) The registration fee has been paid in full prior to the filing of this
Registration Statement through a payment made in connection with the
Company's filing of the Registration Statement on Form S-1 (No. 333-51587)
on May 1, 1998.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM S-1 (FILE NO. 333-51587)
InterVU Inc. (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. 333-51587) declared effective on June 17, 1998 by the
Securities and Exchange Commission, including each of the documents filed by the
Company with the Commission as exhibits thereto.
CERTIFICATION
The Company hereby certifies to the Commission that it has paid in full the
filing fee of $450 prior to the filing of this Registration Statement through a
payment made in connection with the Company's filing of the Registration
Statement on Form S-1 (No. 333-51587) on May 1, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego, State of
California, on June 18, 1998.
InterVU Inc.
By: /s/ HARRY E. GRUBER
------------------------------------
Harry E. Gruber
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ HARRY E. GRUBER Chairman of the Board and June 18, 1998
- -------------------------------------------------------- Chief Executive Officer
Harry E. Gruber (Principal Executive Officer)
/s/ KENNETH L. RUGGIERO* Vice President and Chief June 18, 1998
- -------------------------------------------------------- Financial Officer (Principal
Kenneth L. Ruggiero Financial Officer and
Principal Accounting Officer)
/s/ EDWARD DAVID* Director June 18, 1998
- --------------------------------------------------------
Edward David
/s/ MARK DOWLEY* Director June 18, 1998
- --------------------------------------------------------
Mark Dowley
/s/ ALAN Z. SENTER* Director June 18, 1998
- --------------------------------------------------------
Alan Z. Senter
/s/ J. WILLIAM GRIMES* Vice Chairman June 18, 1998
- --------------------------------------------------------
J. William Grimes
/s/ ISAAC WILLIS* Director June 18, 1998
- --------------------------------------------------------
Isaac Willis
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*By: /s/ HARRY E. GRUBER
---------------------------------
Harry E. Gruber
Attorney-in-fact
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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5.1 Opinion of Latham & Watkins
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
June 18, 1998
InterVU Inc.
6815 Flanders Drive
San Diego, California 92121
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
In connection with the registration by InterVU Inc., a Delaware
corporation (the "Company"), of 115,000 shares of common stock of the Company,
par value $.001 per share (the "Shares"), under the Securities Act of 1933, as
amended (the "Act"), on a Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (the "Commission") on June 18, 1998 (the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below. The Registration Statement incorporates by reference
the Registration Statement on Form S-1 (No. 333-51587), which was declared
effective on June 17, 1998 (the "Initial Registration Statement").
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken by the Company in
connection with the authorization, issuance and sale of the Shares, and for the
purposes of this opinion, have assumed such proceedings will be timely completed
in the manner presently proposed. In addition, we have made such legal and
factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
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InterVU Inc.
June 18, 1998
Page 2
We are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or any other laws, or as to any matters of
municipal law or the laws of any other local agencies within the state.
Subject to the foregoing, it is our opinion that the Shares have
been duly authorized, and, upon issuance, delivery and payment therefor in the
manner contemplated by the Registration Statement, will be validly issued, fully
paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters" in the Initial Registration Statement, which is
incorporated by reference into the Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-1) for the registration of 115,000 shares of InterVu Inc. (a
development stage company) common stock of the references to our firm under the
captions "Selected Financial Data" and "Experts" and our report dated February
19, 1998, with respect to the financial statements of InterVu Inc., included in
the Registration Statement (Form S-1 No. 333-51587) and related Prospectus of
InterVU Inc. filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Diego, California
June 18, 1998
