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As filed with the Securities and Exchange Commission on February 16, 2000
Registration No. 333-
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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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WATCHGUARD TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 7372 91-1712427
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
316 Occidental Avenue South, Suite 200
Seattle, Washington 98104
(206) 521-8340
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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CHRISTOPHER G. SLATT
President, Chief Executive Officer and Chairman of the Board
WatchGuard Technologies, Inc.
316 Occidental Avenue South, Suite 200
Seattle, Washington 98104
(206) 521-8340
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Stephen M. Graham David A. Hubb
Alan C. Smith Mark P. Cawley
Ann L. McGuire Warren C. Jones
Perkins Coie LLP Gray Cary Ware & Freidenrich LLP
1201 Third Avenue, 48th Floor 400 Hamilton Avenue
Seattle, Washington 98101 Palo Alto, California 94301
(206) 583-8888 (650) 328-6561
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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 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. [X] Registration No.
333-95049
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 this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed Maximum
Title of Each Class Proposed Maximum Aggregate Amount of
of Securities to Be Amount to Be Offering Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par
value per share....... 414,000 shares $54.125 $22,407,750 $5,916
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</TABLE>
(1) Includes 54,000 shares that the underwriters have the option to purchase to
cover over-allotments, if any.
(2) Based on the offering price.
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1 (REGISTRATION
NO. 333-95049)
WatchGuard Technologies, Inc. hereby incorporates by reference into this
Registration Statement on Form S-1 in its entirety the Registration Statement
on Form S-1 (Registration No. 333-95049), as amended (including the exhibits
thereto), declared effective at approximately 4:30 p.m. on February 15, 2000 by
the Securities and Exchange Commission.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Number Description
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<C> <S>
5.1 Opinion of Perkins Coie LLP as to the legality of the shares.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Deloitte & Touche LLP, independent auditors.
23.3 Consent of Perkins Coie LLP (contained in the opinion filed as Exhibit
5.1).
24.1++ Power of Attorney (see page II-6 of WatchGuard Technologies, Inc.'s
Registration Statement on Form S-1 (Registration No. 333-95049) which
is incorporated herein by reference).
</TABLE>
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++ Previously filed.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Seattle,
State of Washington, on the 15th day of February, 2000.
WATCHGUARD TECHNOLOGIES, INC.
/s/ Christopher G. Slatt
By: _________________________________
Christopher G. Slatt
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 15th day of February, 2000.
<TABLE>
<S> <C>
/s/ Christopher G. Slatt President, Chief Executive Officer and
______________________________________ Chairman of the Board (Principal Executive
Christopher G. Slatt Officer)
/s/ Steven N. Moore Executive Vice President of Finance, Chief
______________________________________ Financial Officer, Secretary Treasurer and
Steven N. Moore Director (Principal Financial and
Accounting Officer)
* Stuart J. Ellman Director
______________________________________
Stuart J. Ellman
* Andrew W. Verhalen Director
______________________________________
Andrew W. Verhalen
* Charles P. Waite, Jr. Director
______________________________________
Charles P. Waite, Jr.
/s/ Steven N. Moore
*By: _________________________________
Steven N. Moore
Attorney-in-Fact
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Description
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<C> <S>
5.1 Opinion of Perkins Coie LLP as to the legality of the shares.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Deloitte & Touche LLP, independent auditors.
23.3 Consent of Perkins Coie LLP (contained in the opinion filed as Exhibit
5.1).
24.1++ Power of Attorney (see page II-6 of WatchGuard Technologies, Inc.'s
Registration Statement on Form S-1 (Registration No. 333-95049) which
is incorporated herein by reference).
</TABLE>
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++ Previously filed.
<PAGE>
[PERKINS COIE LETTERHEAD]
February 15, 2000
WatchGuard Technologies, Inc.
316 Occidental Avenue South, Suite 200
Seattle, WA 98104
Ladies and Gentlemen:
We have acted as counsel to you in connection with the proceedings for the
authorization and issuance by WatchGuard Technologies, Inc. (the "Company") of
up to 180,000 shares (the "Company Firm Shares") of the Company's common stock,
$.001 par value per share (the "Common Stock"), and as special counsel to
certain of the Company's stockholders (the "Selling Stockholders") in connection
with the sale of 180,000 shares by the Selling Stockholders (the "Stockholder
Firm Shares" and, together with the Company Firm Shares, the "Firm Shares"),
together with an additional 54,000 shares of Common Stock if and to the extent
the underwriters exercise an over-allotment option granted by the Selling
Stockholders (the "Option Shares"), and in connection with the preparation and
filing of a registration statement on Form S-1 (the "Registration Statement")
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), which you are filing with the Securities and Exchange
Commission with respect to the Firm Shares and the Option Shares.
We have examined the Registration Statement and such documents and records
of the Company and other documents as we have deemed necessary for the purpose
of this opinion. Based upon the foregoing, we are of the opinion that upon the
happening of the following events:
(a) the effectiveness of the Registration Statement and any amendments
thereto;
(b) due issuance by the Company and registration by its transfer agent of
the Company Firm Shares;
<PAGE>
(c) due action by the Selling Stockholders authorizing the sale of the
Stockholder Firm Shares and the Option Shares;
(d) the offering and sale of the Firm Shares and, to the extent the
underwriters exercise the over-allotment option, the Option Shares, as
contemplated by the Registration Statement and the Underwriting
Agreement and in accordance with the resolutions of the Board of
Directors of the Company authorizing the sale and issuance of the
Company Firm Shares and with the Stockholder actions authorizing the
sale of Stockholder Firm Shares and Option Shares; and
(e) receipt by the Company of the consideration for the Company Firm
Shares as contemplated by the Registration Statement and the
Underwriting Agreement and receipt by the Selling Stockholders of the
consideration for the Stockholder Firm Shares and, to the extent the
underwriters exercise their over-allotment option, for the Option
Shares, as contemplated by the Registration Statement and the
Underwriting Agreement;
the Firm Shares and, to the extent the underwriters exercise their over-
allotment option, the Option Shares, will be duly authorized, validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto, including any and all post-
effective amendments, and to the reference to our firm in the prospectus of the
Registration Statement under the heading "Legal Matters." In giving this
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Perkins Coie LLP
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Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Financial Data" and "Experts" and to the use of our reports dated February 4,
2000, in the Registration Statement (Form S-1) and related Prospectus of
WatchGuard Technologies, Inc. (including the Rule 462(b) Registration
Statement) for the registration of 4,094,000 shares of its common stock.
ERNST & YOUNG LLP
Seattle, Washington
February 15, 2000
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Exhibit 23.2
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
We consent to the use in Registration Statement No. 333-95049 of WatchGuard
Technologies, Inc. (including the Rule 462(b) Registration Statement to
register 414,000 shares of common stock) for the registration of shares of its
common stock, and to the incorporation by reference therein of our report
related to BeadleNet, LLC dated December 24, 1999, appearing in the Prospectus,
which is part of such Registration Statement, and to the reference to us under
the heading "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
Costa Mesa, California
February 15, 2000
