<PAGE>
As filed with the Securities and Exchange Commission on March 30, 1999
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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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.)
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NetGravity, Inc.
1900 S. Norfolk Street, Suite 150
San Mateo, CA 94403
(650) 425-6000
(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.
1900 S. Norfolk Street, Suite 150
San Mateo, CA 94403
(650) 425-6000
(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. Carla S. Newell, Esq.
James N. Strawbridge, Esq. William E. Growney, Jr., Esq.
Christopher G. Nicholson, Esq. Kiril M. Dobrovolsky, Esq.
Wilson Sonsini Goodrich & Rosati Gunderson Dettmer Stough Villeneuve
Professional Corporation Franklin & Hachigian, LLP
650 Page Mill Road 155 Constitution Drive
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. /X/ 333-73203
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. / /
CALCULATION OF REGISTRATION FEE
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Amount to Proposed Maximum Amount of
Title of Each Class of be Offering Price Proposed Maximum Registration
Securities to be Registered Registered(1)(2) Per Share(3) Offering Price(3) Fee(2)
<S> <C> <C> <C> <C>
Common Stock, par value $0.001 per share... 552,000 shares $31.50 $17,388,000 $4,834
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(1) Includes 72,000 shares of Common Stock that the Underwriters have the option
to purchase to cover over-allotments, if any.
(2) 4,140,000 shares were registered under Registration Statement No. 333-73203,
whereby a filing fee of $24,242 was previously paid with such registration
statement pursuant to Rule 457(c) of the Securities Act of 1933, as amended.
(3) Estimated soley for the purpose of computing the amount of the registration
fee in accordance with Rule 457(a) of the Securities Act of 1933, as
amended.
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<PAGE>
Explanatory Note and 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 NetGravity, Inc. (the
"Registrant"). 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, Commission File No. 333-73203, which was
declared effective by the Commission on March 29, 1999 and related to the
offering of up to 3,600,000 shares of common stock of the Registrant plus up to
540,000 shares that may be sold pursuant to the underwriters' over-allotment
option. This Registration Statement is filed solely for the purpose of
registering an additional 552,000 shares of common stock, including 72,000
shares that may be sold pursuant to the underwriters' over-allotment option.
Certification
The Registrant 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 March 31, 1999), (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 March 31,
1999.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this 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 29th day of March, 1999.
NETGRAVITY, INC.
By: /s/ STEPHEN E. RECHT
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Stephen E. Recht
CHIEF FINANCIAL OFFICER
AND SECRETARY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
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<CAPTION>
Signature Title Date
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Chairman of the Board and
JOHN W. DANNER * Chief Executive Officer
- ------------------------------ (principal executive March 29, 1999
John W. Danner officer)
Chief Financial Officer
/s/ STEPHEN E. RECHT and Secretary (principal
- ------------------------------ financial and accounting March 29, 1999
Stephen E. Recht officer)
J. SCOTT BRIGGS *
- ------------------------------ Director March 29, 1999
J. Scott Briggs
JOHN D. D. KOHLER *
- ------------------------------ Director March 29, 1999
John D. D. Kohler
AMNON LANDAN *
- ------------------------------ Director March 29, 1999
Amnon Landan
JONATHAN D. LAZARUS *
- ------------------------------ Director March 29, 1999
Jonathan D. Lazarus
ALEXANDER R. SLUSKY *
- ------------------------------ Director March 29, 1999
Alexander R. Slusky
</TABLE>
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<S> <C> <C> <C>
*By: /s/ STEPHEN E. RECHT
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Stephen E. Recht
ATTORNEY-IN-FACT
</TABLE>
3
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EXHIBIT INDEX
All exhibits filed with or incorporated by reference in the Registrant's
Registration Statement on Form S-1 (Commission File No. 333-73203) are
incorporated by reference into, and shall be deemed part of, this Registration
Statement, except the following, which are filled herewith:
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<CAPTION>
Exhibit
Number
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<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5.1).
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<PAGE>
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
WWW.WSGR.COM
JOHN ARNOT WILSON
RETIRED
March 29, 1999
NetGravity, Inc.
1900 S. Norfolk Street
Suite 150
San Mateo, CA 94403
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We are acting as counsel to NetGravity, Inc., a Delaware corporation (the
"Company"), in connection with the registration of 552,000 shares of the
Company's Common Stock, par value $0.001 per share, including 72,000 shares
subject to an over-allotment option (collectively, the "Shares"), pursuant to a
Registration Statement on Form S-1, as amended (the "Registration Statement"),
filed with the Securities and Exchange Commission on the date hereof under the
Securities Act of 1933, as amended. The Shares are being sold by the Company.
As counsel for the Company, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments as we have
deemed necessary for the purposes of rendering this opinion. In our examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the originals of
all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares to be
registered for sale by the Company have been duly authorized by the Company and,
when issued, delivered and paid for in accordance with the terms of the
underwriting agreement referred to in the Registration Statement and in
accordance with the resolutions adopted by the Board of Directors of the
Company, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and we consent to the reference of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
NetGravity, Inc. and Subsidiaries:
We consent to incorporation by reference herein of our reports dated January
27, 1999, relating to the consolidated balance sheets of NetGravity, Inc. and
subsidiaries as of December 31, 1997 and 1998, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash flows for
each of the years in the three-year period ended December 31, 1998, and the
related financial statement schedule, which reports appear in the December 31,
1998, annual report on Form 10-K of NetGravity, Inc., and to the reference to
our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
KPMG LLP
San Francisco, California
March 29, 1999
