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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 2000
REGISTRATION NO. 333-39490
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COSTAR GROUP, INC .
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-2091509
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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2 BETHESDA METRO CENTER, BETHESDA, MD 20814
(301) 215-8300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CARLA J. GARRETT, ESQ.
GENERAL COUNSEL
2 BETHESDA METRO CENTER, BETHESDA, MD 20814
(301) 215-8300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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COPY TO:
LANAE HOLBROOK, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
1001 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, DC 20004
(202) 639-7000
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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 the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction F, 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. |_|
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. |X| Registration No. 333-39490
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. |_|
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ITEM 16. EXHIBITS.
(a) Exhibits:
1.1 Form of Underwriting Agreement between Selling Stockholders and
Donaldson, Lufkin & Jenrette Securities Corporation (Filed herewith).
1.2. Form of Indemnity Agreement by and among CoStar Group, Inc., the
Selling Stockholders and Donaldson, Lufkin & Jenrette Securities
Corporation (Filed herewith).
2.1 Acquisition and Reorganization Agreement by and among CoStar Group,
Inc. and LeaseTrend, Inc. and the Shareholders of LeaseTrend, Inc.
dated January 8, 1999 (Incorporated by reference to Exhibit 2.1 to the
report of the Registrant on Form 8-K (File No. 0-24531) filed with the
Commission on January 22, 1999).
2.2 Agreement and Plan of Merger between LeaseTrend, Inc. and LTI
Acquisition Corp., dated January 8, 1999 (Incorporated by reference to
Exhibit 2.2 to the report of the Registrant on Form 8-K (File No.
0-24531) filed with the Commission on January 22, 1999).
2.3 Agreement and Plan of Merger by and among CoStar Group, Inc., Jamison
Research, Inc., Henry D. Jamison IV and Leslie Lees Jamison dated
January 6, 1999 (Incorporated by reference to Exhibit 2.3 to the report
of the Registrant on Form 8-K (File No. 0-24531) filed with the
Commission on February 2, 1999).
2.4 Amendment to Agreement and Plan of Merger by and among CoStar Group,
Inc., Jamison Research, Inc., Jamison Acquisition Corp., Henry D.
Jamison IV and Leslie Lees Jamison dated January 14, 1999 (Incorporated
by reference to Exhibit 2.4 to the report of the Registrant on Form 8-K
(File No. 0-24531) filed with the Commission on February 2, 1999).
4.1 Specimen Common Stock Certificate (Incorporated by reference to Exhibit
4.1 to the Company's Form 10-K dated December 31, 1999).
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson, with respect to
legality (Previously filed).
23.1 Consent of Independent Auditors (Previously filed).
23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson (Included as part
of Exhibit 5.1).
24.1 Powers of Attorney (Previously filed).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, CoStar
Group, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bethesda, State of Maryland, on August 10, 2000.
CoStar Group, Inc.
By: ___/s/_______________________________
Andrew C. Florance
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 and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATED
---- ----- -----
<S> <C> <C>
________________*____________________ Chairman of the Board August 10, 2000
Michael R. Klein
_______________/s/___________________ Chief Executive Officer and August 10, 2000
Andrew C. Florance President and a Director (Principal
Executive Officer)
________________*____________________ Chief Financial Officer August 10, 2000
Frank A. Carchedi (Chief Financial and Accounting
Officer)
________________*____________________ Director August 10, 2000
David Bonderman
________________*____________________ Director August 10, 2000
Warren H. Haber
________________*____________________ Director August 10, 2000
Josiah O. Low, III
________________*____________________ Director August 10, 2000
John Simon
</TABLE>
* By: _________/s/___________
Andrew C. Florance
Attorney-in-Fact
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Exhibit Index
1.1 Form of Underwriting Agreement between Selling Stockholders and
Donaldson, Lufkin & Jenrette Securities Corporation (Filed herewith).
1.2. Form of Indemnity Agreement by and among CoStar Group, Inc., the
Selling Stockholders and Donaldson, Lufkin & Jenrette Securities
Corporation (Filed herewith).
2.1 Acquisition and Reorganization Agreement by and among CoStar Group,
Inc. and LeaseTrend, Inc. and the Shareholders of LeaseTrend, Inc.
dated January 8, 1999 (Incorporated by reference to Exhibit 2.1 to the
report of the Registrant on Form 8-K (File No. 0-24531) filed with the
Commission on January 22, 1999).
2.2 Agreement and Plan of Merger between LeaseTrend, Inc. and LTI
Acquisition Corp. dated January 8, 1999 (Incorporated by reference to
Exhibit 2.2 to the report of the Registrant on Form 8-K (File No.
0-24531) filed with the Commission on January 22, 1999).
2.3 Agreement and Plan of Merger by and among CoStar Group, Inc., Jamison
Research, Inc., Henry D. Jamison IV and Leslie Lees Jamison dated
January 6, 1999 (Incorporated by reference to Exhibit 2.3 to the report
of the Registrant on Form 8-K (File No. 0-24531) filed with the
Commission on February 2, 1999).
2.4 Amendment to Agreement and Plan of Merger by and among CoStar Group,
Inc., Jamison Research, Inc., Jamison Acquisition Corp., Henry D.
Jamison IV and Leslie Lees Jamison dated January 14, 1999 (Incorporated
by reference to Exhibit 2.4 to the report of the Registrant on Form 8-K
(File No. 0-24531) filed with the Commission on February 2, 1999).
4.1 Specimen Common Stock Certificate (Incorporated by reference to Exhibit
4.1 to the Company's Form 10-K dated December 31, 1999).
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson, with respect to
legality (Previously filed).
23.1 Consent of Independent Auditors (Previously filed).
23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson (Included as part
of Exhibit 5.1).
24.1 Powers of Attorney (Previously filed).
