AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 1999
REGISTRATION NO. 333-
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UNITED STATES
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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VALUE AMERICA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA
(State or other jurisdiction
of incorporation or organization)
5999
(Primary Standard
Industrial Classification Code Number)
33-0712568
(I.R.S. Employer
Identification Number)
VALUE AMERICA, INC.
1560 INSURANCE LANE
CHARLOTTESVILLE, VIRGINIA 22911
(804) 817-7700
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
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DEAN M. JOHNSON
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
VALUE AMERICA, INC.
1560 INSURANCE LANE
CHARLOTTESVILLE, VIRGINIA 22911
(804) 817-7700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES OF COMMUNICATIONS TO:
<TABLE>
<S> <C>
GARY D. LECLAIR, ESQ. MARK L. JOHNSON, ESQ.
BRADLEY A. HANEBERG, ESQ. JOHN D. HANCOCK, ESQ.
LECLAIR RYAN, A PROFESSIONAL CORPORATION FOLEY, HOAG & ELIOT LLP
707 EAST MAIN STREET, SUITE 1100 ONE POST OFFICE SQUARE
RICHMOND, VIRGINIA 23219 BOSTON, MASSACHUSETTS 02109
(804) 783-2003 (617) 832-1000
</TABLE>
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable on
or 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, 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] 333-70961
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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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, without par
value per share ........... 575,000 $ 23.00 $13,225,000 $3,677
</TABLE>
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(1)Includes 75,000 shares which the underwriters have the option to purchase
solely to cover overallotments, if any.
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<PAGE>
INCORPORATION BY REFERENCE
The contents of the registrant's Registration Statement on Form S-1,
Registration No. 333-70961, are incorporated by reference herein.
OPINIONS AND CONSENTS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
5.1 Opinion of LeClair Ryan, A Professional Corporation
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of LeClair Ryan, A Professional Corporation (included in Exhibit 5.1)
</TABLE>
<PAGE>
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 Charlottesville,
Commonwealth of Virginia, on the eighth day of April, 1999.
VALUE AMERICA, INC.
By: /S/ DEAN M. JOHNSON
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DEAN M. JOHNSON
EXECUTIVE VICE PRESIDENT, CHIEF
FINANCIAL OFFICER AND SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the eighth day of April, 1999,
by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
NAME TITLE
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<S> <C>
* Chief Executive Officer (Principal
- ----------------------------------- Executive Officer)
THOMAS MORGAN
/S/ DEAN M. JOHNSON Executive Vice President,
- ----------------------------------- Chief Financial Officer
DEAN M. JOHNSON (Principal Financial Officer),
Secretary and Director
* Senior Vice President -- Finance
- ----------------------------------- (Principal Accounting Officer)
SANDRA T. WATSON
* Chairman and Director
- -----------------------------------
CRAIG A. WINN
* Vice Chairman and Director
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REX SCATENA
* President, Chief Operating Officer
- ----------------------------------- and Director
GLENDA M. DORCHAK
* Director
- -----------------------------------
JOHN L. MOTLEY
* Director
- -----------------------------------
GARY D. LECLAIR
* Director
- -----------------------------------
MICHAEL R. STEED
</TABLE>
*By: /S/ DEAN M. JOHNSON
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DEAN M. JOHNSON
ATTORNEY-IN-FACT
Exhibit 5.1
[LECLAIR RYAN LETTERHEAD]
LECLAIR RYAN
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
ELEVENTH FLOOR, 707 EAST MAIN STREET
RICHMOND, VIRGINIA 23219
TELEPHONE: (804) 783-2003
FACSIMILE: (804) 783-2294
April 8, 1999
Value America, Inc.
1560 Insurance Lane
Charlottesville, Virginia 22911
Ladies and Gentlemen:
We have acted as counsel to Value America, Inc., a Virginia
corporation (the "Company"), in connection with the preparation and filing of
the Company's registration statement on Form S-1 (the "Registration Statement"),
filed herewith pursuant to the Securities Act of 1933, as amended (the "Act").
The Registration Statement relates to the offering of 575,000 shares
including shares subject to an over-allotment option (the "Shares") of the
Company's common stock, without par value per share (the "Common Stock").
In connection with this opinion, we have examined (a) the
Registration Statement and the prospectus incorporated by reference therein, (b)
the Company's Articles of Incorporation and Bylaws, both as amended to date, (c)
the form of Underwriting Agreement (the "Underwriting Agreement") proposed to be
entered into by the Company with BancBoston Robertson Stephens Inc., Volpe Brown
Whelan & Company, LLC, and The Robinson-Humphrey Company, LLC, as
representatives of the several underwriters named therein, filed as Exhibit 1.1
to the Company's registration statement on Form S-1 (Registration No.
333-70961), and (d) originals, or copies certified or otherwise identified to
our satisfaction, of such other records, documents, certificates, memoranda and
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below (collectively, the "Documents").
We are relying without any independent investigation thereof upon
the truth and accuracy of all statements, covenants, representations and
warranties set forth in the Documents.
On the basis of the foregoing, and in reliance thereon, we are of
the opinion that the Shares have been duly authorized, and, upon the sale
thereof in accordance with the terms of the Underwriting Agreement, the Shares
will be duly and validly issued, fully paid and nonassessable shares of Common
Stock of the Company.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We further
consent to the reference to us under the caption "Legal Matters" in the
prospectus constituting a part of the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category of persons
whose consent is required under section 7 of the Act or that we are "experts"
within the meaning of the Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
LECLAIR RYAN,
A Professional Corporation
By: /s/ Alfred J. T. Byrne
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Alfred J. T. Byrne, Vice President
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated March 5, 1999, relating
to the financial statements of Value America, Inc., which appears in such
Prospectus. We also consent to the reference to us under the heading "Experts"
in such Prospectus.
/s/ PRICEWATERHOUSECOOPERS LLP
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McLean, Virginia
April 7, 1999
