<PAGE>
As filed with the Securities and Exchange Commission on July 31, 1998
REGISTRATION NO. 333 -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
CYBERIAN OUTPOST, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
CONNECTICUT 5734 06-1419111
(State or other jurisdiction of (Primary Standard Industrial (I.R.S.Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
27 NORTH MAIN STREET - P.O. BOX 636
Kent, Connecticut 06757
(860) 927-2050
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
___________________
Darryl Peck
President and Chief Executive Officer
CYBERIAN OUTPOST, INC.
27 NORTH MAIN STREET - P.O. BOX 636
KENT, CONNECTICUT 06757
(860) 927-2050
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
____________________
COPIES TO:
STANFORD N. GOLDMAN, JR.
PETER S. LAWRENCE ROBERT A. SCHWED
MICHAEL L. FANTOZZI OTHON A. PROUNIS
MINTZ, LEVIN, COHN, FERRIS, REBOUL, MACMURRAY, HEWITT,
GLOVSKY AND POPEO, P.C. MAYNARD & KRISTOL
ONE FINANCIAL CENTER 45 ROCKEFELLER PLAZA
BOSTON, MA 02111 NEW YORK, NY 10111
(617) 542-6000 (212) 841-5700
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 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] 333-55819
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,
please check the following box. [ ]
____________________
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<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE REGISTRATION FEE (1)
<S> <C> <C>
- - - - --------------------------------------------------------------------------------
COMMON STOCK, $ .01 PAR VALUE...... $12,800,000 $3,776
================================================================================
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(1) An aggregate of $70,000,000 worth of Common Stock was previously registered
on a Registration Statement on Form S-1 (Registration No. 333-55819), for
which a filing fee of $20,650 was previously paid with such Registration
Statement. On July 21, 1998, an additional $5,900 was paid by wire transfer,
from which the $3,776 fee for this Registration Statement should be drawn.
Accordingly, the Registrant has instructed a bank to transmit a wire
transfer to the Securities and Exchange Commission (the "Commission") of the
requisite fee, the Registrant will not revoke such instruction, and it has
sufficient funds in the relevant account to cover the amount of the
registration fee.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. This Registration Statement relates to the
public offering of Common Stock of Cyberian Outpost, Inc. contemplated by a
Registration Statement on Form S-1, Registration No. 333-55819 (the "Prior
Registration Statement"), and is filed solely to increase the aggregate offering
price of such offering by $12,800,000. The contents of the Prior Registration
Statement are hereby incorporated by reference into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in Kent, Connecticut, on July 30, 1998.
CYBERIAN OUTPOST, INC.
By: /s/ Darryl Peck
----------------------------
Darryl Peck, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities held on the
dates indicated.
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<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Darryl Peck President, Chief Executive Officer July 30, 1998
- - - - ------------------- and Director (Principal executive
Darryl Peck officer)
* Executive Vice President and July 30, 1998
- - - - ------------------- Director (Principal financial and
Katherine N. Vick accounting officer)
* Director July 30, 1998
- - - - -------------------
Charles Jackson
* Director July 30, 1998
- - - - -------------------
Michael Murray
* Director July 30, 1998
- - - - -------------------
William C. Mulligan
* Director July 30, 1998
- - - - -------------------
David Yarnell
</TABLE>
* By executing his name hereto, Darryl Peck is signing this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons and filed with the Securities and Exchange Commission.
By: /s/ Darryl Peck
-----------------------
Darryl Peck
Attorney-in-Fact
3
<PAGE>
EXHIBIT INDEX
All exhibits filed with or incorporated by reference in the Registration
Statement on Form S-1 (Registration No. 333-55819) are incorporated by reference
into, and shall be deemed a part of, this registration Statement, and the
following additional exhibit is filed herewith:
Exhibit
Number Description
- - - - ------- -----------
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
with respect to the legality of securities being registered.
23.1 Consent and Report on Schedule of KPMG Peat Marwick LLP.
23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(see Exhibit 5.1).
99.1 Consent of Jupiter Communications
99.2 Consent of International Data Corporation
99.3 Consent of Word of Net Promotions
<PAGE>
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300
Fax: 202/434-7400
July 30, 1998
Cyberian Outpost, Inc.
27 North Main Street - P.O. Box 636
Kent, Connecticut 06757
Ladies and Gentlemen:
We have acted as counsel to Cyberian Outpost, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-1, Registration No. 333-55819, as amended (the "Initial
Registration Statement"), and a second Registration Statement on Form S-1 to be
filed pursuant to Rule 462(b) (the "Second Registration Statement", and together
with the Initial Registration Statement, the "Registration Statement"), pursuant
to which the Company is registering under the Securities Act of 1933 (the
"Securities Act"), as amended, an aggregate of $82,800,000 worth of shares (the
"Shares") of its common stock, $.01 par value per share (the "Common Stock").
The Shares are to be sold to a group of underwriters (the "Underwriters") who
are parties to an Underwriting Agreement with the Company, the form of which
Agreement will be filed as an exhibit to the Registration Statement. All of the
shares being registered pursuant to the Registration Statement are being
registered for sale to the Underwriters by the Company (except that an aggregate
of $500,000 worth of shares may be sold by the Principal Stockholder in the
over-allotment option of $10,800,000 granted to the Underwriters by the Company
and the Principal Stockholder). This opinion is being rendered in connection
with the filing of the Registration Statement. All capitalized terms used
herein and not otherwise defined shall have the respective meanings given to
them in the Registration Statement.
In connection with this opinion, we have examined the Company's Restated
Certificate of Incorporation and Restated Bylaws; the minutes of all pertinent
meetings of stockholders and directors of the Company relating to the
Registration Statement and the transactions contemplated thereby; such other
records of the corporate proceedings of the Company and certificates of the
Company's officers as we deemed relevant; and the Registration Statement and the
exhibits thereto filed with the Commission.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.
Based upon the foregoing, and subject to the limitations set forth below,
we are of the opinion that the Shares, when issued by the Company and delivered
by the Company and the
<PAGE>
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Cyberian Outpost
July 30, 1998
Page 2
Principal Stockholder against payment therefor as contemplated by the
Underwriting Agreement, will be duly and validly issued, fully paid and non-
assessable shares of the Common Stock.
Our opinion is limited to the General Corporation Law of the State of
Delaware, and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed herein with respect to the qualification
of the Shares under the securities or blue sky laws of any state or any foreign
jurisdiction.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto. We hereby further
consent to the reference to us under the caption "Legal Matters" in the
prospectus included in the Registration Statement and in any abbreviated
registration statement pursuant to Rule 462(b) under the Securities Act.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris
Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
<PAGE>
EXHIBIT 23.1
[PEAT MARWICK LLP LETTERHEAD APPEARS HERE]
ACCOUNTANTS' CONSENT AND REPORT ON SCHEDULE
The Board of Directors
Cyberian Outpost, Inc. and Subsidiary:
The audits referred to in our report dated April 24, 1998, except for note
10(d), which is as of July 8, 1998, included the related financial statement
schedule as of February 28, 1997 and 1998, and for the period from March 6, 1995
(date of inception) through February 29, 1996 and for the years ended February
28, 1997 and 1998, incorporated by reference in this Registration Statement.
This finacial statement schedule is the responsibility of the Company's
management. Our responsiblity is to express an opinion on this financial
statement schedule based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
We consent to the inclusion of our report dated April 24, 1998, except for note
10(d), which is as of July 8, 1998, with respect to the consolidated balance
sheets of Cyberian Outpost, Inc. and Subsidiary as of February 27, 1997 and
1998, and the related consolidated statements of operations, redeemable
preferred stock and stockholders' deficit, and cash flows for the period from
March 6, 1995 (date of inception) through February 29, 1996, and for the years
ended February 28, 1997 and 1998, which report is incorporated by reference in
this Registration Statement, and to the references to our firm under the
headings "Selected Consolidated Financial Data," and "Experts" in this
Registration Statement.
KPMG Peat Marwick LLP
Providence, Rhode Island
July 27, 1998
<PAGE>
Exhibit 99.1
JUPITER
COMMUNICATIONS Jupiter 212-780-6060
ONLINE INTELLIGENCE Communications, LLC Fax 212-780-6075
627 Broadway www.jup.com
New York, NY 10012
The undersigned hereby consents to the references to the undersigned under the
caption "Industry Overview" incorporated by reference in the Registration
Statement on Form S-1 of Cyberian Outpost, Inc., filed pursuant to Rule 462(b)
of the Securities Act of 1933 and any amendments thereto.
Jupiter Communications
/s/ Peter Storck
---------------------------------
Peter Storck
July 30, 1998
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Exhibit 99.2
I N T E R N A T I O N A L D A T A C O R P O R A T I O N
- - - - --------------------------------------------------------------------------------
The undersigned hereby consents to the references to the undersigned under the
caption "Industry Overview" incorporated by reference in the Registration
Statement on Form S-1 of Cyberian Outpost, Inc., filed pursuant to Rule 462(b)
of the Securities Act of 1933 and any amendments thereto.
/s/ Alexa McCloughan
---------------------------------
Alexa McCloughan
Group Vice President
International Data Corporation
July 30, 1998
5 Speen Street * Framingham, MA 01701
--------------------------------------
(508) 872-8200 * Fax (508) 935-4015
Logo IDC
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Exhibit 99.3
[LOGO]
WORD OF NET
P R O M O T I O N S
CONSENT OF WORD OF NET PROMOTIONS
The undersigned hereby consents to the references to the undersigned under
the caption "Linking and Affiliate Programs" incorporated by reference in the
Registration Statement on Form S-1 of Cyberian Outpost, Inc. filed pursuant to
Rule 462(b) of the Securities Act of 1933 and any amendments thereto.
Word of Net Promotions
/s/ Roma Casey
---------------------------------
July 30, 1998
14260 Ventura Blvd., Suite 200 * Sherman Oaks, California 91423
Phone 818-789-9673 * Fax 818-789-9677
E-mail [email protected] * http://www.wordofnet.com
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