<PAGE>
As filed with the Securities and Exchange Commission on July 29, 1997
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
CORSAIR COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 3663 77-0390406
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of incorporation Industrial Classification Identification Number)
or organization) Code Number)
3408 HILLVIEW AVENUE, PALO ALTO, CALIFORNIA 94304 (415) 842-3300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MARY ANN BYRNES
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CORSAIR COMMUNICATIONS, INC.
3408 HILLVIEW AVENUE
PALO ALTO, CALIFORNIA 94304
(415) 842-3300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________________________
with copies to:
JOHN A. DENNISTON, ESQ. NEIL J. WOLFF, ESQ.
MICHAEL S. KAGNOFF, ESQ. CHRISTOPHER F. BOYD, ESQ.
THOMAS E. HORNISH, ESQ. YOICHIRO TAKU, ESQ.
BROBECK, PHLEGER & HARRISON LLP WILSON SONSINI GOODRICH & ROSATI,
550 West"C" Street, Suite 1300 PROFESSIONAL CORPORATION
San Diego, California 92101 650 Page Mill Road
Palo Alto, California 94304
_____________________________
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] 333-28519
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: [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER UNIT(3) OFFERING PRICE(3) FEE (4)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, par value $.001.. 287,500 shares $15.00 $4,312,500 $1,307
=====================================================================================================
</TABLE>
(1) Includes 37,500 shares of Common Stock that the Underwriters have the
option to purchase to cover over-allotments, if any.
(2) Does not include 2,587,500 shares of Common Stock previously registered for
which the registration fee has previously been paid.
(3) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are based on the proposed offering price for the
shares of the Company's Common Stock offered hereby.
(4) Calculated pursuant to Rule 457(a).
-----------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by Corsair Communications, Inc. (the "Company") with the Securities and
Exchange Commission (the "Commission") hereby incorporates by reference the
contents of the Registration Statement on Form S-1 (File No. 333-28519) relating
to the offering of up to 2,587,500 Shares of Common Stock of the Company filed
on June 4, 1997.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $1,307 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on July 30, 1997); that it will not revoke such
instructions; that it has sufficient funds in the relevant account to cover the
amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on July 30, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palo Alto, County of
Santa Clara, State of California, on the 29th day of July, 1997.
CORSAIR COMMUNICATIONS, INC.
By: /s/ Mary Ann Byrnes
---------------------------
Mary Ann Byrnes
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/ Mary Ann Byrnes President, Chief Executive Officer July 29, 1997
- --------------------------- and Director (Principal
(Mary Ann Byrnes) Executive Officer)
* Chief Financial Officer and July 29, 1997
- --------------------------- Secretary (Principal Financial
(Martin J. Silver) and Accounting Officer)
* Chairman of the Board July 29, 1997
- --------------------------- and Director
(Kevin R. Compton)
* Director July 29, 1997
- ---------------------------
(Peter L.S. Currie)
* Director July 29, 1997,
- ---------------------------
(David H. Ring)
* Director July 29, 1997
- ---------------------------
(Roland L. Robertson)
* Director July 29, 1997
- ---------------------------
(Stephen M. Dow)
*By:/s/ Mary Ann Byrnes
-------------------------------------
Mary Ann Byrnes, Attorney-in-fact
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
-------- -----------
5.1 Opinion of Brobeck, Phleger & Harrison LLP with respect to the
Common Stock being registered.
23.1 Consent of Brobeck, Phleger & Harrison LLP (contained in their
opinion filed as Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, Independent Accountants.
24.1+ Power of Attorney.
+ Incorporated by reference to page II-7 of the Company's Registration
Statement on Form S-1 (No. 333-28519) filed on June 4, 1997.
<PAGE>
EXHIBIT 5.1
OPINION OF BROBECK, PHLEGER & HARRISON LLP
July 29, 1997
Corsair Communications, Inc.
3408 Hillview Avenue
Palo Alto, California 94304
Re: 287,500 Shares of Common Stock of Corsair Communications, Inc.
-------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Corsair Communications, Inc., a Delaware
corporation (the "Company"), in connection with the proposed issuance and sale
by the Company of up to 287,500 shares of the Company's Common Stock (the
"Shares"), pursuant to the Company's Registration Statement on Form S-1 filed on
July 29, 1997 pursuant to Rule 462(b) promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Registration
Statement").
In connection with this opinion, we have examined the Registration
Statement and related Prospectus, the Company's Amended and Restated Certificate
of Incorporation, the Company's restated bylaws and the originals, or copies
certified to our satisfaction, of such records, documents, certificates,
memoranda and other instruments as in our judgement are necessary or appropriate
to enable us to render the opinion expressed below (the "Documents"). We are
relying (without any independent investigation thereof) upon the truth and
accuracy of the statements, covenants, representations and warranties set forth
in such Documents.
On the basis of the foregoing, and in reliance thereon, 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 Prospectus (as amended and
supplemented through the date of issuance) will be validly issued, fully paid
and nonassessable.
<PAGE>
Corsair Communications, Inc. July 29, 1997
Page 2
We consent to the use of this opinion, as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement, the Prospectus and any further amendments thereto.
Subject to the foregoing sentence, this opinion, is given as of the date hereof
solely for your benefit and may not be relied upon, circulated, quoted or
otherwise referred to for any purpose without our prior written consent.
Very truly yours,
/s/
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF BROBECK, PHLEGER & HARRISON LLP
(Contained in Exhibit 5.1)
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE
The Board of Directors
Corsair Communications, Inc.:
The audits referred to in our report dated March 7, 1997, except as to Note
9 which is as of June 13 , 1997, included the related financial statement
schedule as of December 31, 1995 and 1996, and for the period from December 5,
1994 (inception) to December 31, 1994 and for each of the years in the two-
year period ended December 31, 1996, included in the registration statement.
The financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on the financial
statement schedule based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
We consent to the use of our reports included herein and to the reference to
our firm under the headings "Selected Financial Data" and "Experts" in the
prospectus.
/s/
KPMG PEAT MARWICK LLP
San Francisco, California
July 29, 1997
