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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2000
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
JUNO ONLINE SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
DELAWARE 7370 13-3914547
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
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1540 BROADWAY
NEW YORK, NEW YORK 10036
(212) 597-9000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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MR. CHARLES E. ARDAI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
JUNO ONLINE SERVICES, INC.
1540 BROADWAY
NEW YORK, NEW YORK 10036
(212) 597-9000
(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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<S> <C>
ALEXANDER D. LYNCH, ESQ. JOHN W. WHITE, ESQ.
BRIAN B. MARGOLIS, ESQ. CRAVATH, SWAINE & MOORE
BROBECK, PHLEGER & HARRISON LLP WORLDWIDE PLAZA
1633 BROADWAY, 47(TH) FLOOR 825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10019
(212) 581-1600 (212) 474-1000
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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/ 333-94275
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. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES REGISTERED BE REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE $.01 PER SHARE............ 322,000 $28.78125 $ 9,267,563 $ 2,447(3)
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(1) Includes 42,000 shares which the underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purposes of computing the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended (based on the
average of the high and low prices of the common stock as quoted on the
Nasdaq National Market on February 7, 2000).
(3) Previously paid.
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EXPLANATORY NOTE
This registration statement is being filed with respect to the registration
of additional shares of Common Stock, par value $.01 per share, of Juno Online
Services, Inc., a corporation organized under the laws of the State of Delaware
(the "Company"), pursuant to Rule 462(b) under the Securities Act of 1933, as
amended ("Rule 462(b)"). Pursuant to Rule 462(b), the contents of the
registration statement of the Company (File No. 333-94275), as amended, which
was declared effective on February 8, 2000 (the "Earlier Registration
Statement"), including the exhibits thereto, are incorporated by reference into
this registration statement. The form of prospectus contained in such Earlier
Registration Statement will reflect the aggregate amount of securities
registered in this Registration Statement and the Earlier Registration
Statement.
The Company certifies that the registration fee set forth on the cover page
of this Registration Statement was previously paid in connection with an
over-payment of fees by the Company relating to the Earlier Registration
Statement. Accordingly, no additional fee is required to be transmitted at this
time.
2
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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 New York,
State of New York, on this 9th day of February, 2000.
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<S> <C> <C>
JUNO ONLINE SERVICES, INC.
By: /s/ CHARLES E. ARDAI
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Name: Charles E. Ardai
Title: President and Chief Executive
Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to the Registration Statement has been signed by the following persons
in the capacities indicated.
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<CAPTION>
SIGNATURE TITLE(S) DATE
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<C> <S> <C>
President, Chief Executive
/s/ CHARLES E. ARDAI Officer and Director
------------------------------------------- (principal executive February 9, 2000
Charles E. Ardai officer)
Chief Financial Officer and
* Treasurer (principal
------------------------------------------- accounting and financial February 9, 2000
Richard M. Eaton, Jr. officer)
*
------------------------------------------- Director February 9, 2000
Edward J. Ryeom
*
------------------------------------------- Director February 9, 2000
Louis K. Salkind
*
------------------------------------------- Director February 9, 2000
David E. Shaw
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<S> <C> <C> <C>
*By: /s/ CHARLES E. ARDAI
--------------------------------------
Charles E. Ardai
ATTORNEY-IN-FACT
</TABLE>
3
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
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<C> <S> <C>
5.1 Opinion of Brobeck, Phleger & Harrison LLP..................
23.1 Consent of Brobeck, Phleger & Harrison LLP (included in
Exhibit 5.1)..............................................
23.2 Consent of PricewaterhouseCoopers LLP.......................
24.1* Powers of Attorney..........................................
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1, File No. 333-94275.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF BROBECK, PHLEGER & HARRISON LLP]
February 9, 2000
Juno Online Services, Inc.
1540 Broadway
New York, New York 10036
Re: Juno Online Services, Inc.--Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to Juno Online Services, Inc. a Delaware
corporation (the "Company"), in connection with the proposed issuance and sale
by the Company of up to an aggregate of 322,000 shares of the Company's Common
Stock, par value $.01 per share (the "Shares"), pursuant to the Company's
Registration Statement on Form S-1 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act").
This opinion is being furnished in accordance with the requirements of Item
16(a) of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the issuance and sale of the
Shares. Based on such review, we are of the opinion that the Shares have been
duly authorized, and if, as and when issued in accordance with the Registration
Statement and the related prospectus (as amended and supplemented through the
date of issuance) will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act, the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, or Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 of our
report dated January 19, 2000, relating to the financial statements and
financial statement schedule of Juno Online Services, Inc. (formerly Juno Online
Services, L.P. and Subsidiary), which appears in such Registration Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
New York, New York
February 9, 2000
