<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IMPROVENET, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1521 77-0452868
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>
720 BAY ROAD, SUITE 200
REDWOOD CITY, CA 94063-2469
(650) 701-8000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
------------------------------
RONALD B. COOPER
PRESIDENT
AND CHIEF EXECUTIVE OFFICER
IMPROVENET, INC.
720 BAY ROAD, SUITE 200
REDWOOD CITY, CA 94063-2469
(650) 701-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
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<S> <C>
Mark P. Tanoury, Esq. Laird H. Simons III, Esq.
Michael L. Weiner, Esq. Katherine T. Schuda, Esq.
Ryan E. Naftulin, Esq. R. Gregory Roussel, Esq.
Cooley Godward LLP Fenwick & West LLP
3000 Sand Hill Road Two Palo Alto Square
Building 3, Suite 230 Palo Alto, CA 94306-2155
Menlo Park, CA 94025-7116 (650) 494-0600
(650) 843-5100
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement.
------------------------------
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, as amended (the "Securities Act"), check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) of 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/ 333-92873
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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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED PROPOSED PROPOSED
MAXIMUM MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE(2)
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value per Share................ 529,000 $16.00 $8,464,000 $2,235
</TABLE>
(1) Includes 69,000 shares of common stock issuable upon exercise of the
underwriters' over-allotment option.
(2) 2,645,000 shares were registered under Registration Statement No. 333-92873
in connection with which a filing fee of $11,172 was paid.
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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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This registration statement relates to the public offering of Common Stock of
ImproveNet, Inc. contemplated by a Registration Statement on Form S-1 (File
No. 333-92873), as amended (the "Prior Registration Statement"), which was
declared effective by the Securities and Exchange Commission on March 15,
2000, and is filed solely to increase the number of shares to be offered in
such offering by 529,000 (including up to 69,000 additional shares that may
be sold pursuant to the Underwriters' over-allotment option). The contents of
the Prior Registration Statement are hereby incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to Rule 462(b) of the Securities Act of 1933, as amended, the
Registrant has duly caused this abbreviated registration statement on Form S-1
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Redwood City, County of San Mateo, State of California, on March 15, 2000.
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<S> <C> <C>
By: /s/ RICHARD G. REECE
-----------------------------------------
Richard G. Reece
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
President, Chief Executive
/s/ RONALD B. COOPER Officer and Director
------------------------------------------- (PRINCIPAL EXECUTIVE March 15, 2000
Ronald B. Cooper OFFICER)
Senior Vice President and
/s/ RICHARD G. REECE Chief Financial Officer
------------------------------------------- (PRINCIPAL FINANCIAL AND March 15, 2000
Richard G. Reece ACCOUNTING OFFICER)
*
------------------------------------------- Chairman of the Board of March 15, 2000
Robert L. Stevens Directors
*
------------------------------------------- Director March 15, 2000
Andrew Anker
------------------------------------------- Director
Domenico Cecere
*
------------------------------------------- Director March 15, 2000
Stuart Gannes
*
------------------------------------------- Director March 15, 2000
Brian Graff
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
*
------------------------------------------- Director March 15, 2000
Garrett Gruener
*
------------------------------------------- Director March 15, 2000
Alex Knight
* /s/ RICHARD G. REECE
-------------------------------------------
Richard G. Reece
ATTORNEY-IN-FACT
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER EXHIBITS
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<S> <C>
1.1* Form of Underwriting Agreement
5.1* Opinion of Cooley Godward LLP
23.1* Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2* Consent of Cooley Godward LLP (included in Exhibit 5.1)
24.1* Power of Attorney
</TABLE>
<PAGE>
[COOLEY GODWARD LLP LETTERHEAD]
EXHIBIT 5.1
March 15, 2000
ImproveNet, Inc.
720 Bay Road, Suite 200
Redwood City, CA 94063-2469
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Improvenet, Inc., a Delaware corporation (the "Company"),
of a an abbreviated registration statement pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") on
March 15, 2000, covering the underwritten public offering of an additional
five hundred twenty-nine thousand (529,000) shares of the Company's Common
Stock with a par value of $0.001 (the "Shares") (including 69,000 shares of
Common Stock for which the underwriters will be granted an over-allotment
option). All of the Shares are to be sold by the Company as described in the
Registration Statement.
In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus included therein, the Company's
Amended and Restated Certificate of Incorporation and Bylaws, and the originals
or copies certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, and the conformity to originals of all documents where due execution
and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold in accordance with the Registration Statement and
related Prospectus, will be validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Sincerely,
COOLEY GODWARD LLP
By: /s/ Mark P. Tanoury
-----------------------------------
Mark P. Tanoury
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 filed pursuant to Rule 462(b) of our report dated
January 17, 2000, relating to the consolidated financial statements of
ImproveNet, Inc., and of our report dated November 24, 1999 relating to the
financial statements of Contractor Referral Service, LLC, which are included in
ImproveNet's Registration Statement on Form S-1 (File No. 333-92873) dated
March 15, 2000. We also consent to the references to us under the heading
"Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
San Jose, CA
March 15, 2000
