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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1997
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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NEW ERA OF NETWORKS, INC.
(Exact name of registrant as specified in charter)
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DELAWARE 7371 84-1234845
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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7400 East Orchard Road, Suite 230
Englewood, CO 80111
(303) 694-3933
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
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George F. (Rick) Adam, Jr.
Chief Executive Officer
New Era of Networks, Inc.
7400 East Orchard Road, Suite 230
(303) 694-3933
(Name, address, including zip code and telephone number,
including area code, of agent for service)
Copies to:
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Mark A. Bertelsen, Esq. James H. Carroll, Esq.
Richard J. Hart, Esq. Michael L. Platt, Esq.
Robert Tarkoff, Esq. Laura Majerfeld, Esq.
David Campbell, Esq. COOLEY GODWARD LLP
WILSON SONSINI GOODRICH & ROSATI 2595 Canyon Bouldevard, Suite 250
Professional Corporation (303) 546-4000
650 Page Mill Road
Palo Alto, California 94304
(415) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS
SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
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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, 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 /
333-20189.
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: / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE (3) PRICE(1)(3) REGISTRATION FEE(2)
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Common Stock........................ 529,000 shares $12.00 $ 6,348,000 $1,923
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(1) Includes 69,000 shares subject to the Underwriters' over-allotment
option.
(2) 3,795,000 shares were originally registered under Securities Act
Registration Statement No. 333-20189, whereby a filing fee of $10,350
was previously paid with such earlier registration statement; number
of shares registered was reduced to 2,645,000 under Amendment No. 1 to
Registration Statement No. 333-20189.
(3) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), by New Era of Networks, Inc. (the
"Company"). In accordance with Rule 429 under the Securities Act, this
Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-1 (Registration No. 333-20189) which was
declared effective by the Commission on June 17, 1997 relating to the offering
of up to 2,300,000 shares of Common Stock of the Company plus up to 345,000
shares that may be sold pursuant to the Underwriters' over-allotment option.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on June 18, 1997), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover
the amount of such filing fee, and (iv) it will confirm receipt of such
instructions by its bank during the bank's regular business hours no later than
June 18, 1997.
SIGNATURES
NEW ERA OF NETWORKS, INC.
By: /s/ LEONARD M. GOLDSTEIN
--------------------------------
Leonard M. Goldstein
Senior Vice President, Senior
Counsel and Secretary
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated:
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SIGNATURE TITLE DATE
--------- ----- ----
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* Chairman of the Board, Chief June 17, 1997
-------------------------------------- Executive Officer, President ---
George F. Adam, Jr. and Director
* Senior Vice President and Chief June 17, 1997
-------------------------------------- Financial Officer ---
Stephen E. Webb
* Vice President of Finance and June 17, 1997
-------------------------------------- Controller (Principal Accounting ---
James C. Parks Officer)
* Senior Vice President, Chief June 17, 1997
-------------------------------------- Technical Officer and Director ---
Harold A. Piskiel
* Director June 17, 1997
-------------------------------------- ---
Steven Lazarus
* Director June 17, 1997
-------------------------------------- ---
Mark L. Gordon
* Director June 17, 1997
-------------------------------------- ---
James Reep
* By: /s/ LEONARD M. GOLDSTEIN
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Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati as to the legality of the securities being registered
23.2 Consent of Arthur Andersen LLP
*24.1 Powers of Attorney
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* Incorporated by reference to the Registration Statement on Form S-1
(File No. 333-20189) filed by New Era of Networks, Inc. on January
22, 1997.
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EXHIBIT 5.1
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(415) 493-9300 (Phone)
(415) 493-6811 (Fax)
June 17, 1997
Board of Directors
New Era of Networks, Inc.
7400 East Orchard Road, Suite 230
Englewood, CO 80111
We have examined the Registration Statement on Form S-1 (Registration No.
333-20189) filed with the Securities and Exchange Commission (the "Commission")
and declared effective on June 17, 1997 (the "Initial Registration Statement")
and the Registration Statement on Form S-1 to be filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, by you with the Commission on
June 18, 1997 (as such may be further amended or supplemented, collectively
with the Initial Registration Statement, the "Registration Statements"), in
connection with the registration under the Securities Act of 1933, as amended,
of up to an aggregate of 529,000 shares (including an over-allotment option
granted to the Underwriters to purchase 69,000 shares) of your Common Stock,
par value $.0001 per share (the "Shares") to be sold pursuant to the terms of
an underwriting agreement (the "Underwriting Agreement") to be entered into by
and among the Company, UBS Securities LLC and Cowen & Company, as
representatives of the several underwriters. We have examined such corporate
records, certificates of public officials and officers of the Company and other
documents as we have considered necessary or proper for the purpose of this
opinion.
Based on the foregoing and having regard to legal issues which we deem
relevant, it is our opinion that the Shares to be sold pursuant to the
Underwriting Agreement, when such Shares have been delivered against payment
therefor as contemplated by the Underwriting Agreement, will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statements and to the reference to this firm under
the caption "Legal Matters" in the prospectus constituting a part of the
Registration Statements. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required to be filed pursuant
to Section 7 of the Securities Act of 1933, as amended, or the rules
thereunder. This opinion has been prepared solely for your use in connection
with the Registration Statement and should not be quoted in whole or in part or
otherwise be referred to, nor be relied upon by, nor be filed with or furnished
to any governmental agency or other person or entity, except as otherwise
provided in this paragraph, without the prior written consent of this firm.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
/s/ Wilson Sonsini Goodrich & Rosati
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of
our reports and to all references to our firm included in or made a part of
the Registration Statement on Form S-1 (No. 333-20189) and related Prospectus
of New Era of Networks, Inc. all of which are incorporated by reference in this
Registration Statement on Form S-1 of New Era of Networks, Inc.
ARTHUR ANDERSEN LLP
Denver, Colorado
June 17, 1997
