<PAGE>
As filed with the Securities and Exchange Commission on August 2, 2000
Registration No. 333-30556
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 7 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
LEXAR MEDIA, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
Delaware 3861 33-0723123
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
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47421 Bayside Parkway
Fremont, California 94538
(510) 413-1200
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
-------------------
John H. Reimer
President and Chief Executive Officer
47421 Bayside Parkway
Fremont, California 94538
(510) 413-1200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------
Copies to:
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<S> <C>
Dennis R. DeBroeck, Esq. Kenneth R. Lamb, Esq.
Scott J. Leichtner, Esq. Lisa A. Fontenot, Esq.
Larissa M. Cochron, Esq. Kelly Dodge, Esq.
John M. Shields, Esq. Gibson, Dunn & Crutcher LLP
Fenwick & West LLP One Montgomery Street
Two Palo Alto Square San Francisco, California 94104
Palo Alto, California 94306 (415) 393-8200
(650) 494-0600
</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 of 1933, 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 of 1933, 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 of 1933, 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
<TABLE>
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<CAPTION>
Proposed Proposed
Title of Each Class of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price Fee
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<S> <C> <C> <C> <C>
Common stock, par value
$0.0001 per share..... 7,475,000(2) $12.00 $89,700,000 $23,681(3)
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</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of 1933.
(2) Includes 975,000 shares subject to the underwriters' over-allotment option.
(3) Previously paid.
-------------------
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 said Section 8(a),
may determine.
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<PAGE>
EXPLANATORY NOTE
This Amendment No. 7 to the Form S-1 Registration Statement is being filed
for the sole purpose of filing additional exhibits.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than the
underwriting discounts and commissions. All amounts shown are estimates, except
the Securities and Exchange Commission registration fee, NASD filing fee and
Nasdaq National Market listing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............ $ 23,681
NASD Filing Fee................................................ 9,470
Nasdaq National Market Listing Fee............................. 95,000
Blue Sky Fees and Expenses..................................... 5,000
Transfer Agent and Registrar Fees.............................. 10,000
Legal Fees and Expenses........................................ 550,000
Accounting Fees and Expenses................................... 500,000
Printing Expenses.............................................. 350,000
Miscellaneous.................................................. 56,849
----------
Total........................................................ $1,600,000
==========
</TABLE>
ITEM 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or the board of directors of a corporation to grant, indemnity to
directors and officers in terms sufficiently broad to permit indemnification
under certain circumstances for liabilities, including reimbursement for
expenses incurred, arising under the Securities Act of 1933.
As permitted by Delaware law, the Registrant's certificate of incorporation
provides that its directors shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that the exculpation from liabilities is not permitted
under Delaware law as in effect at the time the liability is determined. As
permitted by Delaware law, the bylaws of the Registrant provide that the
Registrant shall indemnify its directors to the full extent permitted by
Delaware law. The Registrant also has an insurance policy in place covering its
directors and officers from losses arising from the performance of their duties
with or on behalf of the Registrant, including in connection with public
securities matters.
The Registrant also intends to enter into indemnification agreements with
its directors and officers obligating the Registrant to indemnify such
directors and officers against losses incurred in connection with certain
claims in their capacities as agents of the Registrant. The Underwriting
Agreement provides for the indemnification of officers and directors of the
Registrant by the Underwriters against certain liabilities.
ITEM 15. Recent Sales of Unregistered Securities.
In the three fiscal years prior to the effective date of this Registration
Statement, we have issued and sold the following unregistered securities:
1. In March 1997, we issued and sold a secured promissory note to
MetLife Capital Corporation in the aggregate principal amount of
$348,423.21 for an aggregate consideration of $348,423.21 in cash.
2. In May 1997, we issued and sold an aggregate of 6,000,000 shares of
Series A preferred stock to four investors for an aggregate consideration
of $6,000,000 in cash.
II-1
<PAGE>
3. In August 1997, we issued and sold convertible secured promissory
notes in the aggregate principal amount of $1,250,000 and secured
promissory notes in the aggregate principal amount of $4,750,000 to two
investors for an aggregate consideration of $6,000,000 in cash. In February
1998, these noteholders converted the secured convertible promissory notes
into 3,000,048 shares of our Series B preferred stock at a conversion price
of $0.41667 per share.
4. In January 1998, we issued a warrant to APV Technology Partners II,
L.P. to purchase up to 62,500 shares of common stock, a warrant to St. Paul
Venture Capital Affiliates Fund I, LLC to purchase up to 1,719 shares of
common stock and a warrant to St. Paul Venture Capital IV, LLC to purchase
up to 60,781 shares of common stock, each at an exercise price of $0.80 per
share, which warrants expire, if not earlier exercised, on December 31,
2002.
5. In January 1998, we issued and sold convertible promissory notes in
the aggregate principal amount of $800,000 to three investors for $800,000
in cash. On February 23, 1998, these noteholders converted the convertible
promissory notes into 1,000,000 shares of Series C preferred stock at a
conversion price of $0.80 per share.
6. In February 1998, we issued and sold 11,443,750 shares of Series C
preferred stock to seven investors for $8,355,000 in cash and by conversion
of bridge financing promissory notes in the aggregate principal amount of
$800,000 for an aggregate consideration of $9,155,000.
7. In February 1998, we issued a warrant to Micro-Comp Industries, Inc.
to purchase up to 100,000 shares of Series C preferred stock at an exercise
price of $0.80 per share, which warrant expires, if not earlier exercised,
on the earlier of February 23, 2001 or the consummation of this offering.
8. In November 1998 and January 1999, we issued and sold an aggregate of
6,943,618 shares of Series D preferred stock to six investors for an
aggregate consideration of $11,700,001 in cash.
9. In May 1999, we issued and sold a convertible promissory note in the
aggregate principal amount of $153,425 to Smart Modular Technologies, Inc.
in connection with a litigation settlement. On September 28, 1999, the
noteholder converted this promissory note into 65,482 shares of Series E
preferred stock at a conversion price of $2.34 per share.
10. In August 1999, we issued a warrant to St. Paul Venture Capital
Affiliates Fund I, LLC to purchase up to 583 shares of Series E preferred
stock, a warrant to St. Paul Venture Capital V, LLC to purchase up to
20,651 shares of Series E preferred stock, a warrant to John A. Rollwagen
to purchase up to 1,270 shares of Series E preferred stock and a warrant to
Thomvest Holdings, Inc. to purchase up to 25,086 shares of Series E
preferred stock, each at an exercise price of $2.59 per share, which
warrants expire, if not earlier exercised, on August 6, 2003.
11. In August 1999, we issued and sold convertible promissory notes in
the aggregate amount of $2,285,449 to seven investors for cash. On
September 28, 1999, these noteholders converted the convertible promissory
notes into 882,409 shares of Series E preferred stock at a conversion price
of $2.59 per share.
12. In August 1999, we issued a warrant to APV Technology Partners II,
L.P. to purchase up to 25,404 shares of Series E preferred stock, a warrant
to David Sun to purchase up to 7,622 shares of Series E preferred stock and
a warrant to John Tu to purchase up to 7,622 shares of Series E preferred
stock, each at an exercise price of $2.59 per share which warrants expire,
if not earlier exercised, on August 9, 2003.
13. In September 1999, we issued and sold 11,583,011 shares of Series E
preferred stock to fifteen investors for $27,714,553 in cash and by
conversion of bridge financing promissory notes in the aggregate amount of
$2,285,446 for an aggregate consideration of $29,999,999.
II-2
<PAGE>
14. In September 1999, we issued a warrant to SG Cowen Securities
Corporation to purchase up to 193,050 shares of Series E preferred stock at
an exercise price of $2.59 per share, which warrant expires, if not earlier
exercised, on the earlier of September 28, 2003 or the consummation of this
offering and a warrant to Smart Modular Technologies, Inc. to purchase up
to 10,583 shares of common stock at an exercise price of $0.30 per share,
which warrant expires, if not earlier exercised, on the earlier of
September 28, 2000 or the consummation of this offering.
15. In December 1999, we issued a warrant to Fenwick & West LLP to
purchase up to 30,000 shares of common stock at an exercise price of $1.00
per share, which warrant expires, if not earlier exercised, on January 31,
2005.
16. In January 2000, we issued 475,000 shares of common stock to the
shareholders of Printroom.com, Inc. in connection with our acquisition of
Printroom.com.
17. In March 2000, we issued and sold a convertible promissory note in
the aggregate principal amount of $2,000,000 to Sony Electronics Inc. for
an aggregate consideration of $2,000,000 in cash.
18. In March 2000, we issued a warrant to Sony Electronics Inc. to
purchase up to 400,000 shares of common stock at an exercise price equal to
the lesser of (1) $15.00 per share or (2) 93% of the per share public
offering price of the common stock sold in this offering, which warrant
expires, if not earlier exercised upon the change of control of 50% or more
of our outstanding stock at the consummation of this offering. The warrant
cannot be exercised prior to September 1, 2000.
19. In May, June and July 2000, we issued warrants to purchase 644,395
shares of our common stock having an exercise price of $3.09 per share to
six of our stockholders in connection with promissory notes that these
stockholders issued to us. In addition, under the terms of the promissory
notes, these stockholders received additional warrants to purchase shares
of our common stock, in monthly installments, at an exercise price of $8.00
per share for 12 months from the issue date of the respective promissory
notes so long as the principal on the notes remain outstanding. Because we
intend to repay the promissory notes in full by September 15, 2000, these
stockholders will have the right to purchase up to an additional 310,660
shares of our common stock subject to these warrants.
20. In June 2000, we issued warrants to purchase 875,000 shares of our
common stock at an exercise price of $8.00 per share in connection with a
revolving credit facility we entered into with the Chase Manhattan Bank and
a term loan with an affiliate of Chase.
21. As of June 30, 2000, 9,293,821 shares of common stock had been
issued to our employees, consultants and other service providers upon
exercise of options or pursuant to restricted stock purchase agreements,
3,239,684 shares of common stock were issuable upon exercise of outstanding
options under our 1996 Stock Option/Stock Issuance Plan.
All of the 3,000,000 outstanding shares of Series A preferred stock will
automatically convert on a one-to-one basis into shares of common stock upon
the consummation of this offering. All of the 3,000,048 outstanding shares of
Series B preferred stock will automatically convert on a one-to-one basis into
shares of common stock upon the consummation of this offering. All of the
11,443,750 shares of Series C preferred stock will automatically convert on a
one-to-one basis into shares of common stock. All of the 6,943,618 shares of
Series D preferred stock will automatically convert on a one-to-one basis into
shares of common stock upon the consummation of this offering. All of the
11,648,493 shares of Series E preferred stock will automatically convert into
12,836,633 shares of common stock upon the consummation of this offering
assuming the conversion price of the Series E preferred stock is $2.35 per
share.
The sales and issuances of securities listed above, other the sales and
issuances in Item 21, were deemed to be exempt from registration under Section
4(2) of the Securities Act of 1933 or Regulation D thereunder as transactions
not involving a public offering. The sales and issuances of securities listed
above in Item 21 were deemed to be exempt from registration under the
Securities Act by virtue of Rule 701 promulgated under Section 3(b) of the
Securities Act as transactions pursuant to compensatory benefit plans and
contracts relating to compensation. All of the foregoing securities are deemed
restricted securities for purposes of the Securities Act.
II-3
<PAGE>
ITEM 16. Exhibits and Financial Statement Schedules.
(a) The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
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<C> <S>
1.1 Form of Underwriting Agreement*
2.1 Agreement and Plan of Reorganization among the Registrant and the
stockholders of PrintRoom.com, Inc. dated January 21, 2000*
2.2 Share Purchase Agreement between the Registrant and Impact Peripherals
Limited dated April 25, 2000*
3.1 Certificate of Incorporation as filed January 11, 2000*
3.2 Form of First Amended and Restated Certificate of Incorporation to be
effective before the closing of the offering*
3.3 Form of Second Amended and Restated Certificate of Incorporation to be
effective upon the closing of the offering*
3.4 Bylaws*
3.5 Restated Bylaws to be effective upon the closing of the offering*
4.1 Specimen Common Stock Certificate
4.2 Investors Rights Agreement dated September 28, 1999, as amended*
4.3 Amendment No. 2 to Investors Rights Agreement dated March 21, 2000*
4.4 Amendment No. 3 to Investors Rights Agreement dated May 19, 2000*
4.5 Amendment No. 4 to Investors Rights Agreement dated June 22, 2000*
5.1 Opinion of Fenwick & West LLP*
10.1 Form of Indemnity Agreement entered into between the Registrant and
all executive officers and directors*
10.2 1996 Stock Option/Stock Issuance Plan*
10.3 2000 Equity Incentive Plan*
10.4 2000 Employee Stock Purchase Plan*
10.5 Form of Common Stock Warrant*
10.6 Form of Series E Warrant*
10.7 Lease between Registrant and Renco Investment Company dated January 1,
1997, as amended*
10.8 Offer letter for John H. Reimer dated September 4, 1997*
10.9 Offer letter for Petro Estakhri dated September 16, 1996*
10.10 Employment Agreement with Petro Estakhri dated September 19, 1996, as
amended*
10.11 Offer letter for Eric B. Stang dated October 20, 1999*
10.12 Offer letter for Ronald H. Bissinger dated December 15, 1999*
10.13 Restricted Stock Purchase Agreement between the Registrant and John H.
Reimer dated June 5, 1998*
10.14 Restricted Stock Purchase Agreement between the Registrant and Petro
Estakhri dated June 5, 1998*
10.15 Restricted Stock Purchase Agreement between the Registrant and John H.
Reimer dated January 17, 2000*
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
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<C> <S>
10.16 Restricted Stock Purchase Agreement between the Registrant and Petro
Estakhri dated January 17, 2000*
10.17 Confidential Separation Agreement and Release between the Registrant
and Robert J. Netter, Jr. dated October 7, 1999*
10.18 Lexar Technology License Agreement between the Registrant and SONY
Corporation dated March 21, 2000+
10.19 SONY Technology License Agreement between the Registrant and SONY
Corporation dated March 21, 2000+
10.20 Convertible Note and Warrant Purchase Agreement between the Registrant
and SONY Electronics, Inc. dated March 21, 2000*
10.21 Employment Memorandum of Understanding Among the Registrant, Mahmud
(Mike) Assar and Petro Estakhri dated August 20, 1997*
10.22 Security Agreement between the Registrant and Petro Estakhri dated
April 3, 1998*
10.23 Letter Agreement Regarding Employment between the Registrant and
Ronald H. Bissinger dated March 24, 2000*
10.24 Letter Agreement Regarding Employment between the Registrant and Eric
B. Stang dated March 24, 2000*
10.25 Note and Warrant Purchase Agreement between the Registrant and certain
stockholders of the Registrant dated May 19, 2000*
10.26 Credit Agreement between the Registrant and Access Technology
Partners, L.P. dated June 30, 2000+
10.27 Credit Agreement among the Registrant, The Chase Manhattan Bank and
the several lenders that will from time to time be a party to the
Credit Agreement, dated June 30, 2000
10.28 Offer letter for Eric S. Whitaker dated December 17, 1999*
10.29 Warrant Agreement among The Registrant and the Initial Warrant Holders
listed on Schedule I thereto dated June 30, 2000.*
21.1 Subsidiaries*
23.1 Consent of Fenwick & West LLP (Exhibit 5.1)*
23.2 Consent of PricewaterhouseCoopers LLP*
23.3 Consent of Haverstock & Owens LLP*
23.4 Report of Independent Accountants on Financial Statement Schedule*
24.1 Power of Attorney*
27.1 Financial Data Schedule*
</TABLE>
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* Previously filed.
+ Certain portions of this document have been omitted pursuant to a request for
confidential treatment and, where applicable, marked with an asterisk to
denote omissions. The confidential material has been filed separately with
the Commission.
II-5
<PAGE>
(b) Financial Statement Schedule
The following financial statement schedule of Lexar Media, Inc. is filed as
part of this Registration Statement and should be read in conjunction with the
Financial Statements of Lexar Media, Inc.
<TABLE>
<CAPTION>
Schedule Description
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<C> <S>
II Valuation and Qualifying Accounts*
</TABLE>
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*Previously filed.
Schedules not listed above have been omitted because they are not applicable
or are not required or the information required to be set forth therein is
included in the consolidated financial statements or notes thereto.
ITEM 17. Undertakings.
(a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under "Item 14--Indemnification
of Directors and Officers" above, 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, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question 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.
(b) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
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 to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act, 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.
(c) The undersigned Registrant hereby undertakes to provide to the
underwriters, at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Fremont, State of California, on the 2nd day of August, 2000.
Lexar Media, Inc.
By: /s/ John H. Reimer*
-----------------------------------
John H. Reimer
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Petro Estakhri* Chairman of the Board, Chief August 2, 2000
___________________________________________ Technology Officer and
Petro Estakhri Executive Vice President,
Engineering
/s/ John H. Reimer* President and Chief August 2, 2000
___________________________________________ Executive Officer and
John H. Reimer Director (Principal
Executive Officer)
/s/ Eric B. Stang* Chief Operating Officer and August 2, 2000
___________________________________________ Director
Eric B. Stang
/s/ Ronald H. Bissinger Chief Financial Officer August 2, 2000
___________________________________________ (Principal Financial
Ronald H. Bissinger Officer and Principal
Accounting Officer)
/s/ William T. Dodds* Director August 2, 2000
___________________________________________
William T. Dodds
/s/ Brian D. Jacobs* Director August 2, 2000
___________________________________________
Brian D. Jacobs
/s/ John A. Rollwagen* Director August 2, 2000
___________________________________________
John A. Rollwagen
/s/ William J. Stewart* Director August 2, 2000
___________________________________________
William J. Stewart
*By: /s/ Ronald H. Bissinger
--------------------------------------
Attorney-in-Fact
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
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<C> <S>
4.1 Specimen Common Stock Certificate
10.18 Lexar Technology License Agreement between the Registrant and SONY
Corporation dated March 21, 2000
10.19 SONY Technology License Agreement between the Registrant and SONY
Corporation dated March 21, 2000
10.26 Credit Agreement between the Registrant and Access Technology
Partners, L.P. dated June 30, 2000
10.27 Credit Agreement among the Registrant, The Chase Manhattan Bank and
the several lenders that will from time to time be a party to the
Credit Agreement, dated June 30, 2000
</TABLE>
