<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2000
REGISTRATION NO. 333-38186
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CORECHANGE, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 7372 04-3367581
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
--------------------------
260 FRANKLIN STREET, SUITE 1890
BOSTON, MASSACHUSETTS 02110
(617) 204-3300
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
------------------------------
ULF ARNETZ
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CORECHANGE, INC.
260 FRANKLIN STREET, SUITE 1890
BOSTON, MASSACHUSETTS 02110
(617) 204-3300
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
PETER B. TARR, ESQ. STEVEN R. FINLEY, ESQ.
STUART M. FALBER, ESQ. GIBSON, DUNN & CRUTCHER LLP
HALE AND DORR LLP 200 PARK AVENUE
60 STATE STREET NEW YORK, NEW YORK 10166-0193
BOSTON, MASSACHUSETTS 02109 (212) 351-4000
(617) 526-6000
</TABLE>
--------------------------
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, 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. / / ________
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. / /
--------------------------
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(A),
MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 to Registration Statement on Form S-1 (File
No. 333-38186) of Corechange, Inc. is filed solely for the purpose of filing
with the Commission copies of the exhibits listed in Item 16 of Part II hereto
and to make corresponding changes to Item 16.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than the
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of common stock being registered. All amounts are estimated except
the SEC registration fee, the NASD filing fee and the Nasdaq National Marketing
listing fee.
<TABLE>
<CAPTION>
AMOUNT TO
BE PAID
----------
<S> <C>
SEC registration fee........................................ 13,200
NASD filing fee............................................. 5,500
Nasdaq National Market listing fee.......................... *
Printing and engraving costs................................ *
Legal fees and expenses..................................... *
Accounting fees and expenses................................ *
Blue sky fees and expenses (including legal fees)........... *
Transfer agent fees......................................... *
Miscellaneous............................................... *
----------
Total....................................................... $
==========
</TABLE>
------------------------
* To be included by amendment
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation (the "Certificate") provides
that, except to the extent prohibited by the Delaware General Corporation Law
(the "DGCL"), the Registrant's directors shall not be personally liable to the
Registrant or its stockholders for monetary damages for any breach of fiduciary
duty as directors of the Registrant. Under the DGCL, the directors have a
fiduciary duty to the Registrant which is not eliminated by this provision of
the Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of nonmonetary relief will remain available. In
addition, each director will continue to be subject to liability under the DGCL
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. This provision also does not affect the
directors' responsibilities under any other laws, such as the Federal securities
laws or state or Federal environmental laws.
Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers. The DGCL provides further
that the indemnification permitted thereunder shall not be deemed exclusive of
any other rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate provides that the Registrant shall fully indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding (whether civil, criminal, administrative
or investigative) by reason of the fact that such person is or was a director or
officer of the Registrant, or is or was serving at the request of the Registrant
as a director or officer of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
II-1
<PAGE>
reasonably incurred by such person in connection with such action, suit or
proceeding. The Registrant has obtained liability insurance for its officers and
directors.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate of Incorporation. The Registrant is
not aware of any threatened litigation or proceeding that may result in a claim
for such indemnification.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below in chronological order is a description of the Registrant's
sales of unregistered securities since May 25, 1997. The sales made to investors
were made in accordance with Section 4(2), Regulation S or Regulation D of the
Securities Act. Sales to all our employees, directors and officers were deemed
to be exempt from registration under the Securities Act in reliance on Rule 701
promulgated under Section 3(b) of the Securities Act as transactions under
compensatory benefit plans and contracts relating to compensation provided under
Rule 701.
In June 1997, we issued 413,965 shares of our Series I Junior Convertible
Preferred Stock to individual foreign investors and accredited investors in the
United States at a price per share of $6.38 for an aggregate purchase price of
$2,641,097. We also issued 336,021 shares of our Series II Junior Convertible
Preferred Stock to individual foreign investors and accredited investors in the
United States at a price per share of $7.44 for a total purchase price of
$249,996. Both issuances were made in reliance on Regulation S and
Regulation D.
In October 1997, we issued 200,032 shares of our Series III Junior
Convertible Preferred Stock to individual foreign investors and accredited
investors in the United States at a price per share of $7.49 for a total
purchase price of $1,498,240 in reliance on Regulation S and Regulation D.
In January 1998, we issued 2,403,832 shares of our Series A Convertible
Preferred Stock to individual foreign investors and accredited investors in the
United States at a price per share of $4.1600244 for a total purchase price of
$10.0 million in reliance on Regulation S and Regulation D. These shares were
all sold to HarbourVest Partners V-Direct Fund L.P. HarbourVest had an option to
purchase an additional 480,766 shares at $4.1600244, which it exercised in June
1998 for the purchase price of $2,000,000.
In November 1999, December 1999 and January 2000, we issued 8% convertible
notes to individual foreign investors and accredited investors in the United
States in the aggregate original principal amount of $3,383,000 in reliance on
Regulation S and Regulation D. These notes were converted into Series B
Convertible Preferred Stock in February 2000.
In February 2000, we issued 3,046,773 shares of our Series B Convertible
Preferred Stock at a price per share of $5.837 for a total purchase price of
$17,784,014 in reliance on Regulation S and Regulation D.
As of May 25, 2000, we had issued to directors, officers, employees,
consultants and contractors, upon the exercise of stock options or otherwise,
3,942,912 shares of common stock at a price of $.01 per share, 178,772 shares of
common stock at a price of $.02 per share, 149,886 shares of common stock at a
price of $.09 per share and 125,407 shares at a price of $.45 per share. In
addition, options to purchase 1,315,425 shares of common stock were outstanding
under our 1997 Stock Incentive Plan with exercise prices ranging from $.01 to
$8.00.
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
1.1* -- Form of Underwriting Agreement
3.1** -- Certificate of Incorporation, as amended to date
3.2** -- Form of Certificate of Amendment to Certificate of
Incorporation, to be filed prior to the effectiveness of
this registration statement
3.3** -- Form of Amended and Restated Certificate of Incorporation,
to be filed upon the closing of this offering
3.4** -- Amended and Restated Bylaws of the registrant, as amended to
date
4.1* -- Specimen Certificate representing the Common Stock
5.1* -- Opinion of Hale and Dorr LLP
10.1** -- 1997 Stock Incentive Plan, as amended
10.2** -- 2000 Director Option Plan
10.3** -- 2000 Employee Stock Purchase Plan
10.4** -- Series B Convertible Preferred Stock Purchase Agreement
dated February 18, 2000, by and among the registrant and the
persons listed on the schedule of purchasers thereto
10.5** -- Registration Agreement dated February 18, 2000, by and among
the registrant, each of the Persons listed on the Schedule
of Investors attached hereto, HarbourVest
Partners V--Direct Fund L.P., and each of the other holders
of registrable securities who may from time to time become a
party thereto by executing a counterpart to the agreement
10.6** -- Members' Agreement dated as of February 7, 1997, by and
among the registrant, Ulf Arnetz, Mona Arnetz and Cambridge
Technology Partners (Massachusetts) Inc.
10.7** -- Employment Agreement dated May 24, 2000, between the
registrant and Charles F. Kane
10.8** -- Employment Agreement dated July 29, 1999, between the
registrant and Joachim Zetterlund
10.9** -- Employment Agreement dated March 1, 2000, between the
registrant and Felimy Greene
10.10** -- Office Lease dated December 27, 1996, by and between the
registrant and 260 Franklin Street Associates Trust, as
amended
+10.11 -- Coreport License and Services Agreement dated May 9, 2000,
between the registrant and ABN AMRO Information Technology
Services Co.
+10.12 -- Coreport License Agreement dated May 11, 2000, between the
registrant and ABN AMRO Information Technology Services Co.
+10.13 -- Professional Services Agreement dated May 11, 2000 between
the registrant and ABN AMRO Information Technology Services
Co.
+10.14 -- Letter Agreement dated March 28, 2000, between the
registrant and Credit Suisse First Boston (Europe) Limited
+10.15 -- Letter Agreement dated March 30, 2000, between the
registrant and Credit Suisse First Boston (Europe) Limited
+10.16 -- OEM License and Distribution Agreement dated as of
August 31, 1999 by and between the registrant and Autonomy,
Inc.
16.1** -- Letter dated May 30, 2000 from Ernst & Young LLP
21.1** -- Subsidiaries of the registrant
23.1** -- Consent of Arthur Andersen LLP, Independent Public
Accountants
23.2** -- Consent of Ernst & Young LLP, Independent Auditors
23.3* -- Consent of Hale and Dorr LLP (included in Exhibit 5.1)
24.1** -- Powers of Attorney (see Signature Page)
27.1** -- Financial Data Schedule
</TABLE>
--------------------------
* To be filed by amendment.
** Previously filed.
+ Confidential treatment has been requested for portions of these exhibits.
(b) Financial Statement Schedules.
None.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the Underwriter
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification to liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Delaware General Corporation Law, the Certificate of
Incorporation of the Registrant, the Underwriting Agreement, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant will,
unless in the opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For the purpose of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Boston,
Commonwealth of Massachusetts, on this 21st day of June 2000.
<TABLE>
<S> <C> <C>
CORECHANGE, INC.
By: /s/ CHARLES KANE
-----------------------------------------
Charles Kane
CHIEF OPERATING OFFICER AND CHIEF
FINANCIAL OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ULF ARNETZ* President, Chief Executive
------------------------------------------- Officer and Director June 21, 2000
Ulf Arnetz (Principal Executive Officer)
/s/ CHARLES KANE Chief Operating Officer and
------------------------------------------- Chief Financial Officer June 21, 2000
Charles Kane (Principal Financial Officer)
/s/ ANGIRAS KOORAPATY* Vice President, Finance and
------------------------------------------- Administration (Principal June 21, 2000
Angiras Koorapaty Accounting Officer)
/s/ MARTIN HART* Chairman of the Board of
------------------------------------------- Directors June 21, 2000
Martin Hart
/s/ FRANK FANZILLI, JR.* Director
------------------------------------------- June 21, 2000
Frank Fanzilli, Jr.
/s/ DANIEL FOREMAN* Director
------------------------------------------- June 21, 2000
Daniel Foreman
/s/ RICHARD LINDH* Director
------------------------------------------- June 21, 2000
Richard Lindh
/s/ OFER NEMIROVSKY* Director
------------------------------------------- June 21, 2000
Ofer Nemirovsky
/s/ ROBERT PIRIE* Director
------------------------------------------- June 21, 2000
Robert Pirie
/s/ GUSTAV VIK* Director
------------------------------------------- June 21, 2000
Gustav Vik
</TABLE>
<TABLE>
<S> <C>
*By: /s/ CHARLES KANE
--------------------------------------
Charles Kane
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
1.1* -- Form of Underwriting Agreement
3.1** -- Certificate of Incorporation, as amended to date
3.2** -- Form of Certificate of Amendment to Certificate of
Incorporation, to be filed prior to the effectiveness of
this registration statement
3.3** -- Form of Amended and Restated Certificate of Incorporation,
to be filed upon the closing of this offering
3.4** -- Amended and Restated Bylaws of the registrant, as amended to
date
4.1* -- Specimen Certificate representing the Common Stock
5.1* -- Opinion of Hale and Dorr LLP
10.1** -- 1997 Stock Incentive Plan, as amended
10.2** -- 2000 Director Option Plan
10.3** -- 2000 Employee Stock Purchase Plan
10.4** -- Series B Convertible Preferred Stock Purchase Agreement
dated February 18, 2000, by and among the registrant and the
persons listed on the schedule of purchasers thereto
10.5** -- Registration Agreement dated February 18, 2000, by and among
the registrant, each of the Persons listed on the Schedule
of Investors attached hereto, HarbourVest
Partners V--Direct Fund L.P., and each of the other holders
of registrable securities who may from time to time become a
party thereto by executing a counterpart to the agreement
10.6** -- Members' Agreement dated as of February 7, 1997, by and
among the registrant, Ulf Arnetz, Mona Arnetz and Cambridge
Technology Partners (Massachusetts) Inc.
10.7** -- Employment Agreement dated May 24, 2000, between the
registrant and Charles F. Kane
10.8** -- Employment Agreement dated July 29, 1999, between the
registrant and Joachim Zetterlund
10.9** -- Employment Agreement dated March 1, 2000, between the
registrant and Felimy Greene
10.10** -- Office Lease dated December 27, 1996, by and between the
registrant and 260 Franklin Street Associates Trust, as
amended
+10.11 -- Coreport License and Services Agreement dated May 9, 2000,
between the registrant and ABN AMRO Information Technology
Services Co.
+10.12 -- Coreport License Agreement dated May 11, 2000, between the
registrant and ABN AMRO Information Technology Services Co.
+10.13 -- Professional Services Agreement dated May 11, 2000 between
the registrant and ABN AMRO Information Technology Services
Co.
+10.14 -- Letter Agreement dated March 28, 2000, between the
registrant and Credit Suisse First Boston (Europe) Limited
+10.15 -- Letter Agreement dated March 30, 2000, between the
registrant and Credit Suisse First Boston (Europe) Limited
+10.16 -- OEM License and Distribution Agreement dated as of
August 31, 1999 by and between the registrant and Autonomy,
Inc.
16.1** -- Letter dated May 30, 2000 from Ernst & Young LLP
21.1** -- Subsidiaries of the registrant
23.1** -- Consent of Arthur Andersen LLP, Independent Public
Accountants
23.2** -- Consent of Ernst & Young LLP, Independent Auditors
23.3* -- Consent of Hale and Dorr LLP (included in Exhibit 5.1)
24.1** -- Powers of Attorney (see Signature Page)
27.1** -- Financial Data Schedule
</TABLE>
------------------------
* To be filed by amendment.
** Previously filed.
+ Confidential treatment has been requested for portions of these exhibits.
