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As filed with the Securities and Exchange Commission on July 8, 1999
Registration 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
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LIQUID AUDIO, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7373 77-0421089
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
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810 Winslow Street
Redwood City, CA 94063
(650) 549-2000
(Address, including zip code, and telephone number, including area code, of
the Registrant's principal executive offices)
GERALD W. KEARBY
CHIEF EXECUTIVE OFFICER
LIQUID AUDIO, INC.
810 WINSLOW STREET
REDWOOD CITY, CA 94063
(650) 549-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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HANK V. BARRY, ESQ. LAIRD H. SIMONS, III, ESQ.
ISSAC J. VAUGHN, ESQ. ROBERT A. FREEDMAN, ESQ.
KELLY AMES MOREHEAD, ESQ. SCOTT J. LEICHTNER, ESQ.
Wilson Sonsini Goodrich & Rosati Fenwick & West LLP
650 Page Mill Road Two Palo Alto Square
Palo Alto, California 94304 Palo Alto, California 94306
(650) 493-9300 (650) 494-0600
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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.
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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, as amended, 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] 333-77707
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 this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE CHART
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Proposed Maximum
Title of Each Class of Securities to be Aggregate Offering Amount of Registration
Registered Price Fee(1)
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Common Stock, $0.001 par value per share.. $12,000,000 $3,336
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(1) The Company previously registered an aggregate of $60,000,000 worth of
Common Stock on a Registration Statement on Form S-1 (File No. 333-77707),
for which a filing fee of $16,680 was previously paid upon the filing of
such Registration Statement. The Registrant has instructed a bank to
transmit by wire transfer the filing fee to the Securities and Exchange
Commission, the Registrant will not revoke such instruction, and it has
sufficient funds in such account to cover the amount of the registration
fee.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as
amended. This Registration Statement relates to the public offering of Common
Stock of the Registrant contemplated by the Registration Statement on Form S-1,
File No. 333-77707 (the "Prior Registration Statement"), and is being filed for
the sole purpose of registering additional securities of the same class as were
included in the Prior Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto,
State of California, on this 8th day of July, 1999.
LIQUID AUDIO, INC.
/s/ Gerald W. Kearby
By: _________________________________
Gerald W. Kearby
Chief Executive Officer
Pursuant to 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 dates indicated:
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<S> <C> <C>
/s/ Gerald W. Kearby President, Chief Executive July 8, 1999
____________________________________ Officer and Director
Gerald W. Kearby (Principal Executive
Officer)
/s/ Gary J. Iwatani Chief Financial Officer July 8, 1999
____________________________________ (Principal Financial and
Gary J. Iwatani Accounting Officer)
Philip R. Wiser* Vice President of July 8, 1999
____________________________________ Engineering, Chief
Philip R. Wiser Technical Officer and
Director
Ann Winblad* Director July 8, 1999
____________________________________
Ann Winblad
Silvia Kessel* Director July 8, 1999
____________________________________
Silvia Kessel
Sanford R. Climan* Director July 8, 1999
____________________________________
Sanford R. Climan
Eric Robison* Director July 8, 1999
____________________________________
Eric Robison
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/s/ Gary J. Iwatani(1)
*By: __________________________
Gary J. Iwatani
Attorney-in-Fact
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(1) The Power of Attorney granted by each director was filed as an exhibit to
the Prior Registration Statement.
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INDEX TO EXHIBITS
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EXHIBIT NO. EXHIBIT
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1.1* Form of Underwriting Agreement.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1 Consent of Independent Auditors.
Consent of Wilson Sonsini Goodrich & Rosati, P.C. Reference is
23.2 made to Exhibit 5.1
24.1* Power of Attorney
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* Incorporated by reference from the Prior Registration Statement.
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EXHIBIT 5.1
[Wilson Sonsini Goodrich & Rosati, P.C. LETTERHEAD]
July 8, 1999
Liquid Audio, Inc.
810 Winslow Street
Redwood City, California 94063
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 originally filed by
Liquid Audio, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") on July 8, 1999, as thereafter amended or supplemented (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of $12,000,000 worth of shares of the
Company's Common Stock (the "Shares"). The Shares are to be sold by the Company
as described in the Registration Statement. As your counsel in connection with
this transaction, 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 and upon completion of the proceedings
being taken in order to permit such transactions to be carried out in
accordance with the securities laws of the various states where required, the
Shares, when issued and sold in the manner described in the Registration
Statement and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally and validly issued, fully paid and
non-assessable. We consent to the use of this opinion as an exhibit to said
Registration Statement, and further consent to the use of our name wherever
appearing in said Registration Statement, including the prospectus constituting
a part thereof, and in any amendment or supplement thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI,
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our report dated February 26, 1999, except as to Note
10 which is as of July 8, 1999, relating to the financial statements of Liquid
Audio, Inc., which appears in the Registration Statement on Form S-1 (No. 333-
77707).
PricewaterhouseCoopers LLP
San Jose, California
July 8, 1999
