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As filed with the Securities and Exchange Commission on July 28, 2000
Registration No. 333- ______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________________
CORVIS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 3661 52-2041343
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
7015 Albert Einstein Drive
Columbia, Maryland 21046-9400
(443) 259-4000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
David R. Huber
President and Chief Executive Officer
Corvis Corporation
7015 Albert Einstein Drive
Columbia, Maryland 21046-9400
(443) 259-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
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<S> <C> <C>
Philip J. Niehoff Kim D. Larsen Marc M. Rossell
Mayer, Brown & Platt Senior Vice President, Shearman & Sterling
190 South LaSalle Street General Counsel and Secretary 599 Lexington Avenue
Chicago, Illinois 60603 Corvis Corporation New York, New York 10022
(312) 782-0600 7015 Albert Einstein Drive (212) 848-4000
Columbia, Maryland 21046-9400
(443) 259-4000
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___________________________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
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] 333-36238
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
under the Securities Act, check the following box.[_]
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Proposed Maximum Amount of
Securities to Be Registered Aggregate Offering Price Registration Fee
----------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, par value $.01 per share . . . $189,750,000 $50,094
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_______________
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 this registration statement shall become
effective on any date as the Securities and Exchange Commission, acting pursuant
to said Section 8(a), may determine.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (File No. 333-36238) filed by Corvis Corporation with the
Securities and Exchange Commission (the "Commission") on May 4, 2000, as
amended, which was declared effective by the Commission on July 27, 2000, is
incorporated herein by reference.
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SIGNATURES
Under the requirements of the Securities Act of 1933, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Columbia, state of
Maryland on July 28, 2000.
CORVIS Corporation
By: /s/ David R. Huber
_______________________________________
David R. Huber
Chairman of the Board, Chief Executive
Officer and President
Under the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
below on July 28, 2000.
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<CAPTION>
Signature Title
--------- -----
<S> <C>
* Chairman of the Board, President and Chief
------------------------ Executive Officer
David R. Huber
* Senior Vice President, Chief Financial Officer
------------------------ and Treasurer
Anne H. Stuart
* Chief Accounting Officer and Corporate Controller
------------------------
Timothy C. Dec
* Director
------------------------
Frank Bonsal
Director
------------------------
Vinod Khosla
* Director
------------------------
Frank M. Drendel
* Director
------------------------
Joseph R. Hardiman
* /s/ David R. Huber
-----------------------
Attorney-in-fact
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
No. Description Page
------- ------------------------------------------------------------- -----
<S> <C> <C>
23.1 Consent of KPMG LLP.
23.2 Consent of PriceWaterhouseCoopers LLC
24.1 Powers of Attorney (contained on the signature page of,
and exhibit 24.2 to, Registration Statement No. 333-36238).
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