<PAGE>
As filed with the Securities and Exchange Commission on August 3, 1999
Registration No. 333-79483
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE COBALT GROUP, INC.
(Exact name of registrant as specified in its charter)
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Washington 7375 91-1674947
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) Number)
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2030 First Avenue, Suite 300
Seattle, WA 98121
(206) 269-6363
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
Geoffrey T. Barker
Co-Chief Executive Officer
The Cobalt Group, Inc.
2030 First Avenue, Suite 300
Seattle, WA 98121
Telephone: (206) 269-6363
Fax: (206) 269-6350
(Name, address, including zip code, and telephone and facsimile numbers,
including area code, of agent for service)
------------------------------
COPIES TO:
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Ronald J. Lone Alan K. Austin
Christopher J. Voss Mark L. Reinstra
Marc S. Marchiel John L. Whittle
Stoel Rives LLP Daniel K. Yuen
3600 One Union Square Wilson Sonsini Goodrich & Rosati
600 University Street Professional Corporation
Seattle, WA 98101 650 Page Mill Road
Tel: (206) 624-0900 Palo Alto, CA 94304-1050
Fax: (206) 386-7500 Tel: (650) 493-9300
Fax: (650) 493-6811
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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 415 under the Securities Act, check the
following box. / /
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, 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. / /
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. / /
------------------------------
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to Offering Price Aggregate Offering Registration
Securities Registered be Registered(1) Per Share(2) Price(2) Fee(3)
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Common stock, $0.01 par value..................... 5,559,615 $15.00 $82,625,000 $22,970
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(1) Includes 675,000 shares that may be purchased by the underwriters to cover
over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o).
(3) Previously paid.
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THE REGISTRANT AGREES THAT THE SECURITIES AND EXCHANGE COMMISSION MAY
CONSIDER IT TO HAVE FILED AN AMENDMENT TO THIS REGISTRATION STATEMENT ON THE
DATE NECESSARY TO DELAY THIS REGISTRATION STATEMENT'S EFFECTIVE DATE UNTIL
EITHER (1) THE REGISTRANT FILES AN AMENDMENT SPECIFICALLY STATING THAT THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UNDER SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED; OR (2) UNTIL THE DATE THAT THE SECURITIES
AND EXCHANGE COMMISSION DECLARES THIS REGISTRATION STATEMENT TO BE EFFECTIVE.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, to be paid in connection with the sale
of the common stock being registered, all of which will be paid by the
Registrant. All amounts are estimates except the SEC registration, NASD and
Nasdaq filing fees.
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SEC Registration fee...................................................... $ 23,978
NASD filing fee........................................................... 9,125
Nasdaq National Market listing fee........................................ 95,000
Blue Sky fees and expenses................................................ 5,000
Accounting fees and expenses.............................................. 200,000
Legal fees and expenses................................................... 300,000
Transfer agent and registrar fees......................................... 10,000
Printing and engraving expenses........................................... 100,000
Miscellaneous expenses.................................................... 6,897
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Total..................................................................... $ 750,000
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ITEM 14. Indemnification of Directors and Officers
Cobalt's articles of incorporation limit the liability of directors to the
maximum extent permitted by Washington law. Washington law provides that the
articles of incorporation may contain provisions that eliminate or limit the
personal liability of a directors to the corporation or its shareholders
provided that such provisions do not eliminate or limit the liability of a
director for (1) acts or omissions involving intentional misconduct or a knowing
violation of law, (2) unlawful payments of distributions, or (3) any transaction
from which the director will personally receive an improper benefit in money,
property, or services.
Cobalt's bylaws provide that Cobalt shall indemnify its directors and
officers and may indemnify its employees and other agents to the fullest extent
permitted by law. Cobalt's bylaws also permit it to secure insurance on behalf
of any officer, director, employee or other agent for any liability arising out
of his or her actions in such capacity, regardless of whether the bylaws would
permit indemnification.
Cobalt will maintain officers' and directors' liability insurance which will
insure against liabilities that officers and directors of Cobalt may incur in
such capacities. Cobalt also intends to enter into indemnification agreements
with its directors and officers.
The Underwriting Agreement filed as Exhibit 1.1 to this Registration
Statement provides for indemnification by the Underwriters of Cobalt and its
officers and directors for certain liabilities arising under the Securities Act,
or otherwise.
ITEM 15. Recent Sales of Unregistered Securities
(a) Since January 1, 1996, Cobalt has made the following sales of securities
that were not registered under the Securities Act:
1. From February through August 1996, Cobalt issued 507,197 shares of
common stock to six individual third party investors at purchase prices
ranging from $0.44 to $0.60 per share. These shares were issued in reliance
on the exemption from registration provided by Section 4(2) of the
Securities Act.
II-1
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2. In August 1996, Cobalt issued 120,000 shares of common stock to each
of Mr. Barker and Mr. Holt at a purchase price of $0.60 per share. In
satisfaction of the purchase price, Messrs. Barker and Holt each executed
promissory notes to Cobalt due in August 2006 in the principal amount of
$72,000. The promissory notes bear interest at a rate of 8% per annum. Each
promissory note is secured by a pledge of the common stock issued in the
purchase transaction. The shares were issued in reliance on the exemption
from registration provided by Section 4(2) of the Securities Act.
3. From September through December 1996, Cobalt issued 120,000 shares
of common stock to two individual third party investors and to Ms. Davidson,
at prices ranging from $0.75 to $1.25 per share. These shares were issued in
reliance on the exemption from registration provided by Section 4(2) of the
Securities Act.
4. On October 23, 1996, Cobalt issued to The Madrona Investment Group,
LLC a warrant to purchase 24,000 shares of common stock at an exercise price
of $1.25 per share. The Madrona warrant was later repriced at $0.30 per
share. The Madrona warrant expires on October 31, 2003. The warrant was
issued in reliance on the exemption from registration provided by Section
4(2) of the Securities Act.
5. In January and February 1997, Cobalt sold 6,750 shares of common
stock to two employees at $1.25 per share. These shares were issued in
reliance on the exemption from registration provided by Section 4(2) of the
Securities Act.
6. On February 27, 1997, Cobalt issued to GH Investments a warrant to
purchase 37,500 shares of common stock at an exercise price of $0.55 per
share. The GH Investments warrant expires on February 28, 2004. The warrant
was issued in reliance on the exemption from registration provided by
Section 4(2) of the Securities Act.
7. During the period from May 27, 1996 through May 27, 1999, Cobalt
granted options to purchase an aggregate of 4,057,612 shares of common stock
pursuant to its stock option plan. 897,495 shares of common stock have been
issued on exercise of such options in reliance on Rule 701 under the
Securities Act.
8. On February 28, 1997, Cobalt issued and sold 4,510,934 shares of
Series A Preferred Stock to investment funds affiliated with First Analysis
Corporation for an aggregate consideration of $2.5 million in cash. The sale
of the Series A Preferred Stock was made in reliance on the exemption from
registration provided by Rule 506 of Regulation D under the Securities Act.
Following this sale of Series A Preferred Stock, Cobalt also issued 119,867
shares of common stock to nine existing shareholders who had purchased
common stock at a per share price greater than that paid by First Analysis
Corporation. These dilution protection shares were issued in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act.
9. On October 7, 1998 and November 6, 1998, Cobalt issued and sold
7,047,620 shares of Series B and Series B-1 Preferred Stock to Warburg,
Pincus Equity Partners, L.P. and The Reynolds and Reynolds Company for an
aggregate consideration of $29.3 million in cash and as partial
consideration for an asset purchase. Sales of the Series B and Series B-1
Preferred Stock were made in reliance on the exemption from registration
provided by Rule 506 of Regulation D under the Securities Act.
10. On April 30, 1999, Cobalt issued and sold 12,500 shares of Series C
Preferred Stock to Howard Tullman, a Director of Cobalt. Also on April 30,
1999, Cobalt issued and sold 500,000 shares of Series C Preferred Stock to
two entities that previously held equity in PartsVoice, LLC and warrants to
purchase 160,000 shares of common stock at an exercise price of $6.00 per
share to those same two entities and a third entity that previously held
equity in PartsVoice LLC for an aggregate consideration of $4.1 million.
Sales of the Series C Preferred Stock and the warrants were made in reliance
on the exemption from registration provided by Rule 506 of Regulation D
under the Securities Act.
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(b) There were no underwritten offerings employed in connection with any of
the transactions set forth in Item 15(a).
ITEM 16. Exhibits and Financial Statement Schedules
(a) Exhibits
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Number Description
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1.1* Form of Underwriting Agreement.
3.1* Amended and Restated Articles of Incorporation of The Cobalt Group, Inc.
3.2* Bylaws of The Cobalt Group, Inc.
5.1* Opinion of Stoel Rives LLP
10.1* The Cobalt Group, Inc. 1995 Stock Option Plan, as amended.
10.2* Promissory Note, dated August 20, 1996, between The Cobalt Group, Inc. and John W.P. Holt (and schedule
of similar Note between The Cobalt Group, Inc. and Geoffrey T. Barker).
10.3* Lease Agreement, dated September 14, 1996, between The Cobalt Group, Inc. and David and Nancy Jo
Edelstein.
10.3.1* Amendment No. 1 to Lease Agreement, dated April 21, 1998, between First and Lenora, LLC and The Cobalt
Group, Inc.
10.3.2* Amendment No. 2 to Lease Agreement, dated December 16, 1998, between First and Lenora, LLC and The
Cobalt Group, Inc.
10.4* Purchase Warrant, dated October 23, 1996, from The Cobalt Group, Inc. to Madrona Investment Group, LLC.
10.5* Confidentiality and Noncompetition Agreement, dated February 28, 1997, between The Cobalt Group, Inc.
and John W.P. Holt (and schedule of similar Agreement with Geoffrey T. Barker).
10.6* Purchase Warrant, dated February 27, 1997 from The Cobalt Group, Inc. to GH Investments.
10.7* Registration Agreement, dated February 28, 1997, between The Cobalt Group, Inc., The Productivity Fund
III, L.P., Environmental Private Equity Fund II, L.P. and Mark T. Koulogeorge.
10.7.1* First Amendment to Registration Agreement, dated October 7, 1998, between The Cobalt Group, Inc., the
Productivity Fund III, L.P., Environmental Private Equity Fund II, L.P. and Mark T. Koulogeorge.
10.7.2* Second Amendment to Registration Agreement, dated July 7, 1998, between The Cobalt Group, Inc., the
Productivity Fund III, L.P., Environmental Private Equity Fund II, L.P. and Mark T. Koulogeorge.
10.8* Management Services Agreement, dated February 28, 1997, between The Cobalt Group, Inc. and First
Analysis Securities Corporation.
10.8.1* First Amendment to Management Services Agreement, dated October 7, 1998, between The Cobalt Group, Inc.
and First Analysis Securities Corporation.
10.9* Lease Agreement, dated October 20, 1997, between Compu-Time, Inc. and CTL Management, Inc.
10.10* Acquisition and Investment Agreement, dated November 25, 1997, between The Cobalt Group, Inc. and The
Reynolds and Reynolds Company.
10.11* Asset Purchase Agreement, dated March 3, 1998, between The Cobalt Group, Inc. and Home Shark, Inc.
10.12* Lease Agreement, dated December 1, 1997, between Parts Voice and CTL Management, Inc.
10.13* Series B Stock Purchase Agreement, dated October 7, 1998, between The Cobalt Group, Inc. and E.M.
Warburg, Pincus, L.P.
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II-3
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Number Description
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10.14* Information Rights Agreement, dated October 7, 1998, between The Cobalt Group, Inc. and the holders of
Series A Preferred Stock.
10.15* Purchase Agreement, dated April 19, 1999, between The Cobalt Group, Inc., Locators, Inc., Parts Finder
Locating Systems, Inc., Compu-Time, Inc., Brian Allen and Shirley Atherton.
10.16* Agreement for Management of Security, dated April 30, 1999, between The Cobalt Group, Inc., Compu-Time,
Inc, Parts Finder Locating Systems, Inc. and Locators, Inc.
10.17* Pledge and Security Agreement, dated April 30, 1999, between The Cobalt Group, Inc., Compu-Time, Inc.,
Parts Finder Locating Systems, Inc. and Locators, Inc.
10.18* Warrant Shares and Series C Preferred Shares Registration Agreement, dated April 30, 1999, between The
Cobalt Group, Inc., Compu-Time, Inc., Parts Finder Locating Systems, Inc. and Locators, Inc.
10.19* 90-Day Promissory Note, dated April 30, 1999, between The Cobalt Group, Inc. and Compu-Time, Inc. (and
schedule of similar Notes).
10.19.1* Form of letter amendment to 90-Day Promissory Note, dated April 30, 1999, between The Cobalt Group,
Inc., and each of Compu-Time, Inc., Locators, Inc., and Parts Finder Locating Systems, Inc.
10.20* 270-Day Promissory Note, dated April 30, 1999, between The Cobalt Group, Inc. and Compu-Time, Inc. (and
schedule of similar Notes).
10.21* Purchase Warrant, dated April 30, 1999, from The Cobalt Group, Inc. to Parts Finder Locating Systems,
Inc. (and schedule of similar Warrants).
10.22* Loan and Security Agreement, dated May 27, 1999, between The Cobalt Group, Inc. and Greyrock Capital.
10.23* The Cobalt Group, Inc. 1999 Employee Stock Purchase Plan.
10.24* Share Purchase Agreement dated July 7, 1999 between The Cobalt Group, Inc. and GE Financial Assurance
Holdings, Inc.
10.25* Letter Agreement dated July 7, 1999 between The Cobalt Group, Inc. and GE Capital Management
Corporation.
11.1* Statement Regarding Computation of Per Share Earnings.
21.1* Subsidiaries of the Registrant.
23.1* Consent of Stoel Rives LLP (reference is made to Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Public Accountants.
23.3 Consent of PricewaterhouseCoopers LLP, Independent Public Accountants.
24.1* Power of Attorney.
27.1* Financial Data Schedule.
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(b) Financial Statement Schedules
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16.1* Report of Independent Accountants on Financial Statement Schedule.
16.2* Schedule II: Valuation and Qualifying Accounts.
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* Previously filed
ITEM 17. Undertakings
(a) The undersigned Registrant hereby undertakes to provide the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
II-4
<PAGE>
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 14 or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
(c) The undersigned Registrant hereby undertakes that:
(1) for purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus as filed as part of the
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective,
(2) for the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be an initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has caused this Amendment No. 5 to Registration Statement to be
signed on its behalf by the undersigned, hereunto duly authorized, in the City
of San Francisco, State of California, on the 3rd day of August 1999.
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THE COBALT GROUP, INC.
By: /s/ GEOFFREY T. BARKER
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Name: Geoffrey T. Barker
Title: CO-CHIEF EXECUTIVE OFFICER AND
DIRECTOR
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Name Title Date
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/s/ GEOFFREY T. BARKER Co-Chief Executive Officer
- ------------------------------ and Director (principal August 3, 1999
Geoffrey T. Barker executive officer)
/s/ JOHN W.P. HOLT * Co-Chief Executive Officer
- ------------------------------ and Director (principal August 3, 1999
John W.P. Holt executive officer)
/s/ DAVID M. DOUGLASS* Chief Financial Officer,
- ------------------------------ Vice President, August 3, 1999
David M. Douglass Operations and Secretary
/s/ HOWARD A. TULLMAN *
- ------------------------------ Chairman of the Board of August 3, 1999
Howard A. Tullman Directors
/s/ MARK T. KOULOGEORGE *
- ------------------------------ Director August 3, 1999
Mark T. Koulogeorge
/s/ JOSEPH P. LANDY *
- ------------------------------ Director August 3, 1999
Joseph P. Landy
/s/ ERNEST H. POMERANTZ *
- ------------------------------ Director August 3, 1999
Ernest H. Pomerantz
/s/ J. D. POWER, III *
- ------------------------------ Director August 3, 1999
J. D. Power, III
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* By /s/ GEOFFREY T. BARKER
-------------------------
Geoffrey T. Barker
Attorney-in-fact
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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/A, of
our reports dated March 29, 1999, except as to Note 14, which is as of July
20, 1999, relating to the financial statements and financial statement
schedule of The Cobalt Group, Inc., which appear in such Registration
Statement. We also consent to the reference to us under the heading "Experts"
in such Registration Statement.
PricewaterhouseCoopers LLP
Seattle, Washington
August 3, 1999
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1/A, of
our report dated May 12, 1999, except as to Note 8, which is as of July 20,
1999, relating to the financial statements of PartsVoice, which appears in
such Registration Statement. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
Seattle, Washington
August 3, 1999
