<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1998
REGISTRATION NO. 333-51007
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NETGRAVITY, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7372 77-0410283
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) No.)
</TABLE>
NETGRAVITY, INC.
1700 S. AMPHLETT BLVD., SUITE 350
SAN MATEO, CA 94402
(650) 655-4777
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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JOHN W. DANNER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
NETGRAVITY, INC.
1700 S. AMPHLETT BLVD., SUITE 350
SAN MATEO, CA 94402
(650) 655-4777
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
LARRY W. SONSINI, ESQ. SCOTT C. DETTMER, ESQ.
JAMES N. STRAWBRIDGE, ESQ. CARLA S. NEWELL, ESQ.
JON C. GONZALES, ESQ. WILLIAM E. GROWNEY, JR., ESQ.
CHRISTOPHER G. NICHOLSON, ESQ. KIRIL DOBROVOLSKY, ESQ.
WILSON SONSINI GOODRICH & ROSATI GUNDERSON DETTMER STOUGH VILLENEUVE
PROFESSIONAL CORPORATION FRANKLIN & HACHIGIAN, LLP
650 PAGE MILL ROAD 155 CONSTITUTION AVE.
PALO ALTO, CA 94304 MENLO PARK, CA 94025
(650) 493-9300 (650) 321-2400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this 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, 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 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,
check the following box. / /
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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, AS AMENDED, 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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EXPLANATORY NOTE
The sole purpose of this Amendment No. 4 is to file Exhibit No. 16.1 (Letter
from Ernst & Young LLP regarding change in certified accountants). No changes
have been made to the text of the Registration Statement other than to Item 16
(Exhibits and Financial Statement Schedules) of Part II.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following exhibits are attached hereto and incorporated herein by
reference.
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+1.1 Form of Underwriting Agreement.
+3.1 Amended and Restated Certificate of Incorporation of the Registrant.
+3.2 Form of Certificate of Amendment to Amended and Restated Certificate of
Incorporation.
+3.3 Amended and Restated Bylaws of the Registrant.
+4.1 Specimen certificate representing shares of Common Stock of the
Registrant.
+4.2 Second Amended and Restated Registration and Information Rights Agreement.
+5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
+10.1 Form of Indemnification Agreement for Directors and Officers of the
Registrant.
+10.2 1995 Stock Option Plan.
+10.3 1998 Stock Option Plan, together with form of Stock Option Agreement and
form of Stock Issuance Agreement.
+10.4 1998 Employee Stock Purchase Plan.
+10.5 1998 Director Option Plan.
+10.6 Lease dated September 29, 1995 for the Registrant's headquarters in San
Mateo, CA.
+10.7 Lease dated March 2, 1998 for the Registrant's offices in New York, NY.
+10.8 Employment and Severance Agreement dated March 31, 1998 by and between the
Registrant and Stephen E. Recht.
+10.9 Professional Services Agreement dated March 27, 1997 by and between the
Registrant and Protege Software (Holdings) Limited as amended by
Amendment dated May 13, 1998.
+10.10 Common Stock Repurchase Agreement and Clarification of Founder's Stock
Purchase Agreement dated March 12, 1997 by and between the Registrant
and John W. Danner.
+10.11 Common Stock Repurchase Agreement and Clarification of Founder's Stock
Purchase Agreement dated March 12, 1997 by and between the Registrant
and Thomas A. Shields.
+10.12 Employment Agreement dated April 22, 1998 by and between the Registrant
and Susan Atherton.
+10.13 401(k) Plan.
+10.14 Employment Agreement dated May 12, 1998 by and between the Registrant and
Jitendra Valera.
+10.15 Consultant and Representative Agreement dated June 1, 1998 by and between
the Registrant and Asia Pacific Ventures Co.
+10.16 Single User License Agreement by and between the Registrant and Rogue Wave
Software, Inc.
+11.1 Statement Regarding Computation of Earnings Per Share (contained in Note 1
of the Notes to Financial Statements).
16.1 Letter from Ernst & Young LLP regarding change in certified accountants.
+21.1 List of Subsidiaries of the Registrant.
+23.1 Consent of Independent Auditors.
</TABLE>
II-1
<PAGE>
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+23.2 Consent of Counsel (included in Exhibit 5.1).
+24.1 Power of Attorney.
+27.1 Financial Data Schedule (Fiscal 1997).
+27.2 Financial Data Schedule (First Quarter 1998).
</TABLE>
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+ Previously filed.
(b) Financial Statement Schedules
Schedules not listed above have been omitted because the information
required to be set forth therein is not, applicable or is shown in the financial
statements or notes thereto.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 4 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Mateo, State of California, on the 3rd day of June, 1998.
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NETGRAVITY, INC.
By: /s/ STEPHEN E. RECHT
-----------------------------------------
Stephen E. Recht
CHIEF FINANCIAL OFFICER
AND SECRETARY
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 4 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman of the Board and
JOHN W. DANNER* Chief Executive Officer
- ------------------------------ (principal executive June 3, 1998
John W. Danner officer)
Chief Financial Officer
/s/ STEPHEN E. RECHT and Secretary (principal
- ------------------------------ financial and accounting June 3, 1998
Stephen E. Recht officer)
JOHN D. D. KOHLER*
- ------------------------------ Director June 3, 1998
John D. D. Kohler
JONATHAN D. LAZARUS*
- ------------------------------ Director June 3, 1998
Jonathan D. Lazarus
ALEXANDER R. SLUSKY*
- ------------------------------ Director June 3, 1998
Alexander R. Slusky
*By: /s/ STEPHEN E. RECHT
-----------------------------
Stephen E. Recht
ATTORNEY-IN-FACT
II-3
<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER
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+1.1 Form of Underwriting Agreement.
+3.1 Amended and Restated Certificate of Incorporation of the Registrant.
+3.2 Form of Certificate of Amendment to Amended and Restated Certificate of
Incorporation.
+3.3 Amended and Restated Bylaws of the Registrant.
+4.1 Specimen certificate representing shares of Common Stock of the
Registrant.
+4.2 Second Amended and Restated Registration and Information Rights Agreement.
+5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
+10.1 Form of Indemnification Agreement for Directors and Officers of the
Registrant.
+10.2 1995 Stock Option Plan.
+10.3 1998 Stock Option Plan, together with form of Stock Option Agreement and
form of Stock Issuance Agreement.
+10.4 1998 Employee Stock Purchase Plan.
+10.5 1998 Director Option Plan.
+10.6 Lease dated September 29, 1995 for the Registrant's headquarters in San
Mateo, CA.
+10.7 Lease dated March 2, 1998 for the Registrant's offices in New York, NY.
+10.8 Employment and Severance Agreement dated March 31, 1998 by and between the
Registrant and Stephen E. Recht.
+10.9 Professional Services Agreement dated March 27, 1997 by and between the
Registrant and Protege Software (Holdings) Limited as amended by
Amendment dated May 13, 1998.
+10.10 Common Stock Repurchase Agreement and Clarification of Founder's Stock
Purchase Agreement dated March 12, 1997 by and between the Registrant
and John W. Danner.
+10.11 Common Stock Repurchase Agreement and Clarification of Founder's Stock
Purchase Agreement dated March 12, 1997 by and between the Registrant
and Thomas A. Shields.
+10.12 Employment Agreement dated April 22, 1998 by and between the Registrant
and Susan Atherton.
+10.13 401(k) Plan.
+10.14 Employment Agreement dated May 12, 1998 by and between the Registrant and
Jitendra Valera.
+10.15 Consultant and Representative Agreement dated June 1, 1998 by and between
the Registrant and Asia Pacific Ventures Co.
+10.16 Single User License Agreement by and between the Registrant and Rogue Wave
Software, Inc.
+11.1 Statement Regarding Computation of Earnings Per Share (contained in Note 1
of the Notes to Financial Statements).
16.1 Letter from Ernst & Young LLP regarding change in certified accountants.
+21.1 List of Subsidiaries of the Registrant.
+23.1 Consent of Independent Auditors.
+23.2 Consent of Counsel (included in Exhibit 5.1).
+24.1 Power of Attorney.
+27.1 Financial Data Schedule (Fiscal 1997).
+27.2 Financial Data Schedule (First Quarter 1998).
</TABLE>
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+ Previously filed.
<PAGE>
Exhibit 16.1
[ERNST & YOUNG LLP LETTERHEAD]
May 29, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: NetGravity, Inc.
Gentlemen:
We have read the "Experts" section included on page 78 in the Registration
Statement (Form S-1) and related Prospectus of NetGravity, Inc. as filed with
the Securities and Exchange Commission on June 1, 1998 and are in agreement with
the statements contained in the second paragraph therein relating to Ernst &
Young LLP.
/s/ Ernst & Young LLP
