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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON September 27, 1999
REGISTRATION STATEMENT NO. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
MEDSCAPE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 7375 13-3879679
(State Or Other (Primary Standard (I.R.S. Employer
Jurisdiction Industrial Identification Number)
Of Incorporation Or Classification Code
Organization) Number)
----------------------------
134 West 29th Street
New York, New York 10001-5399
(212) 760-3100
----------------------------
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
----------------------------
Paul T. Sheils
President and Chief Executive Officer
Medscape, Inc.
134 West 29th Street
New York, New York 10001-5399
(212) 760-3100
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
----------------------------
Copies to:
John P. Schmitt, Esq. Steven A. Museles, Esq.
Patterson, Belknap, Webb & Tyler LLP Hogan & Hartson, LLP
1133 Avenue of the Americas 555 13th Street, N.W.
New York, New York 10036-6710 Washington, D.C. 20004
(212) 336-2000 (202) 637-5600
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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. [ ]
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 ] 333-77665
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 check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Each Class of Offering Price Per Aggregate Offering
Securities to Be Amount to be Share Price
Registered Registered (1) (1) Amount of Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value............... 150,000 $8.00 $1,200,000 $334
</TABLE>
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(a) under the Securities Act of 1933.
EXPLANATORY NOTE
This registration statement relates to the public offering of common stock
of Medscape, Inc. contemplated by a Registration Statement on Form S-1,
Registration No. 333-77665 (the "Prior Registration Statement"), and is filed
solely to increase the number of shares to be offered in such offering by
$150,000. The contents of the Prior Registration Statement are hereby
incorporated by reference.
===============================================================================
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Medscape,
Inc. has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in New York, New York on September
27, 1999.
MEDSCAPE, INC.
By: /s/ Paul T. Sheils
---------------------------
Name: Paul T. Sheils
Title: President 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Paul T. Sheils President, Chief Executive September 27, 1999
- ---------------------------------------- Officer and Director
Paul T. Sheils (Principal Executive Officer)
* Chief Operating Officer and September 27, 1999
- ---------------------------------------- Chief Financial Officer
Steven Kalin (Principal Financial and
Accounting Officer)
* Chairman of the Board of September 27, 1999
- ---------------------------------------- Directors
Alan J. Patricof
* Executive Vice President September 27, 1999
- ---------------------------------------- and Director
Jeffrey L. Drezner,
M.D., Ph.D.
* Chairman-Executive Committee September 27, 1999
- ---------------------------------------- and Director
Peter M. Frishauf
</TABLE>
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<TABLE>
<S> <C> <C>
* Director September 27, 1999
- ----------------------------------------
Marc Butlein
* Director September 27, 1999
- ----------------------------------------
Esther Dyson
* Director September 27, 1999
- ----------------------------------------
Andrew Heyward
* Director September 27, 1999
- ----------------------------------------
Fredric Reynolds
* Director September 27, 1999
- ----------------------------------------
Carlo A. von Schroeter
* Director September 27, 1999
- ----------------------------------------
Oakleigh Thorne
*By: /s/ Paul T. Sheils Director September 27, 1999
- ----------------------------------------
Paul T. Sheils
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
5.1 Opinion of Patterson, Belknap, Webb & Tyler LLP.
23.1 Consent of Patterson, Belknap, Webb & Tyler LLP
(included in Exhibit 5.1 hereto).
23.2 Consent of Deloitte & Touche LLP.
<PAGE> 1
[PATTERSON, BELKNAP, WEBB & TYLER LLP LETTERHEAD]
September 27, 1999
Medscape, Inc.
134 West 29th Street
New York, NY 10001-5399
Dear Sirs:
We are acting as counsel to Medscape, Inc., a Delaware
corporation (the "Company"), in connection with its registration statement on
Form S-1, as amended (the "Registration Statement") filed with the Securities
and Exchange Commission pursuant to Rule 462(b) of the Securities Act of 1933,
as amended (the "Securities Act") relating to the proposed public offering of
shares of the Company's common stock, par value $.01 per share (the "Shares"),
all of which shares are to be sold by the Company. This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection
with the Registration Statement.
In our capacity as such counsel, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments as we have considered necessary or advisable for the purpose of this
opinion. We have relied as to factual matters on certificates or other documents
furnished by the Company or its officers and directors and by governmental
authorities and upon such other documents and data as we have deemed
appropriate. We have assumed the authenticity of all documents submitted to us
as originals and the conformity to original documents of all documents submitted
to us as copies. We have not independently verified such
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Mr. Paul T. Sheils
September 27, 1999
Page 2
information and assumptions. We express no opinion as to the law of any
jurisdiction other than the laws of the State of New York and the General
Corporation Law of the State of Delaware.
Subject to the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and delivered by the Company against payment
therefor in the manner described in the prospectus incorporated by reference as
part of the Registration Statement, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm which appears in the
prospectus incorporated by reference as part of the Registration Statement under
the caption "Legal Opinions." In giving such consent, we do not thereby admit
that we come within the category of person whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
PATTERSON, BELKNAP, WEBB & TYLER LLP
/s/ John P. Schmitt
By:-----------------------------------------
John P. Schmitt
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference herein to this
Form S-1 of Medscape, Inc. filed pursuant to Rule 462(b) of our report dated
February 12, 1999 (May 17, 1999 as to Note 13 and July 22, 1999 as to Note 14)
relating to the consolidated financials statements of Medscape, Inc. and of our
report dated April 9, 1999 relating to the financial statements of Healthcare
Communications Group, LLC included in Amendment No. 6 to the Registration
Statement (Form S-1 No. 333-77665) and related Prospectus of Medscape, Inc.,
which is part of this Registration Statement.
We also consent to the incorporation by reference herein of
the reference to us under the headings "Selected Consolidated Financial Data"
and "Experts" in such Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
New York, New York
September 27, 1999
