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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NEW ERA OF NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7371 84-1234845
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
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
ENGLEWOOD, CO 80111
(303) 694-3933
(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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MARK A. BERTELSEN, ESQ.
ROBERT M. TARKOFF, ESQ. MICHAEL L. PLATT, ESQ.
MICHAEL S. ELLIS, ESQ. LAURA M. MEDINA, ESQ.
JOEL W. TOLEDANO, ESQ. JOHN W. BENDER, ESQ.
WILSON SONSINI GOODRICH & ROSATI COOLEY GODWARD LLP
PROFESSIONAL CORPORATION 2595 CANYON BOULEVARD, SUITE 250
650 PAGE MILL ROAD BOULDER, CO 80302
PALO ALTO, CALIFORNIA 94304 (303) 546-4000
(650) 493-9300
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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 145 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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 number of the earlier effective
registration statement for the same offering. [X] 333-67489
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 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 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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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE PRICE(1) REGISTRATION FEE(2)
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Common Stock(3)........................ 460,000 $34.00 $15,640,000 $4,348
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(1) Includes 60,000 shares of Common Stock which may be purchased by the
Underwriters to cover over-allotments, if any.
(2) 4,600,000 shares were registered under Securities Act Registration Statement
No. 333-67489 on Form S-3, whereby a filing fee of $37,763 was previously
paid with such registration statement.
(3) Includes associated rights to purchase shares of Series A Preferred Stock of
New Era of Networks, Inc.
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 SUCH 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-3 (Registration No. 333-67489) which was
declared effective by the Commission on December 3, 1998 relating to the
offering of up to 4,400,000 shares of Common Stock of the Company plus up to
660,000 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 December 4, 1998), (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 December 4,
1998.
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POWER OF ATTORNEY SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DENVER, STATE OF
COLORADO, ON DECEMBER 4, 1998. THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE
GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3.
New Era of Networks, Inc.
By: /s/ LEONARD M. GOLDSTEIN
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Leonard M. Goldstein
Senior Vice President and Senior
Counsel
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES STATED AND DATED DECEMBER 4, 1998:
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SIGNATURE TITLE
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/s/ *GEORGE F. ADAM, JR. Chairman of the Board, Chief Executive
- ----------------------------------------------------- Officer, President and Director (Principal
George F. Adam, Jr. Executive Officer)
/s/ *STEPHEN E. WEBB Senior Vice President and Chief Financial
- ----------------------------------------------------- Officer (Principal Financial Officer)
Stephen E. Webb
/s/ *JAMES C. PARKS Vice President of Finance and Controller
- ----------------------------------------------------- (Principal Accounting Officer)
James C. Parks
/s/ *HAROLD A. PISKIEL Executive Vice President, Chief Technology
- ----------------------------------------------------- Officer and Director
Harold A. Piskiel
/s/ *STEVE LAZARUS Director
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Steven Lazarus
/s/ *MARK L. GORDON Director
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Mark L. Gordon
/s/ *JAMES REEP Director
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James Reep
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POWER OF ATTORNEY SIGNATURES
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SIGNATURE TITLE
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<C> <S>
/s/ *ELISABETH W. IRELAND Director
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Elisabeth W. Ireland
/s/ *PATRICK J. FORTUNE Director
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Patrick J. Fortune
/s/ *JOSEPH E. KASPUTYS Director
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Joseph E. Kasputys
*By: /s/ LEONARD M. GOLDSTEIN
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Leonard M. Goldstein
(Attorney-in-fact)
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<PAGE> 5
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation regarding the legality of the securities
being registered.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Deloitte & Touche LLP.
24.1* Power of Attorney.
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* Incorporated by reference to the Company's Registration Statement on Form S-3,
as amended (Reg. No. 333-67489).
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EXHIBIT 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
December 4, 1998
New Era of Networks, Inc.
7400 East Orchard Road, Suite 230
Englewood, CO 80111
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We are acting as your counsel in connection with the Registration Statement
on Form S-3 filed by you with the Securities and Exchange Commission on November
18, 1998 (Registration No. 333-67489) (the "Initial Registration Statement") and
the Registration Statement on Form S-3 to be filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, by you with the Commission on December
4, 1998 (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
5,060,000 shares of your Common Stock, $0.0001 par value per share (the
"Shares"). The Shares include an over-allotment option granted to the
underwriters of the offering to purchase 660,000 shares. Of the shares,
4,120,000 are authorized but heretofore unissued, and 280,000 shares are issued
and outstanding and held by the Selling Stockholders referred to in the
Registration Statements. We understand that the Shares are to be sold to the
underwriters of the offering for resale to the public as described in the
Registration Statement. As your legal counsel, 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, including the proceedings being taken in order to permit such
transaction to be carried out in accordance with applicable state securities
laws, 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 nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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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 part of this Registration
Statement.
/s/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
Denver, Colorado
December 3, 1998
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
New Era of Networks, Inc. on Form S-3 to be filed pursuant to Rule 462(b) of our
report dated September 30, 1998 (relating to the financial statements of Century
Analysis Incorporated as of and for the years ended December 31, 1997 and 1996)
appearing in the Current Report of New Era of Networks, Inc. on Form 8-K/A and
to the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
San Francisco, California
December 3, 1998
