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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1999
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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WINK COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7372 94-3212322
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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1001 MARINA VILLAGE PARKWAY
ALAMEDA, CALIFORNIA 94501
(510) 337-2950
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MARY AGNES WILDEROTTER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WINK COMMUNICATIONS, INC.
1001 MARINA VILLAGE PARKWAY
ALAMEDA, CALIFORNIA 94501
(510) 337-2950
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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<S> <C>
ARTHUR F. SCHNEIDERMAN, ESQ. CARY K. HYDEN, ESQ.
HERBERT P. FOCKLER, ESQ. R. SCOTT SHEAN, ESQ.
BETSEY SUE, ESQ. LATHAM & WATKINS
WILSON SONSINI GOODRICH & ROSATI 650 TOWN CENTER DRIVE, SUITE 2000
PROFESSIONAL CORPORATION COSTA MESA, CALIFORNIA 92626
650 PAGE MILL ROAD (714) 540-1235
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 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,
check the following box. [ ]
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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 number of the earlier effective
registration statement for the same offering. [X] Registration File No.
333-80221
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 number of the earlier effective registration statement for the same
offering. [ ]
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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. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE REGISTRATION FEE(2)
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Common Stock, $0.001 par value
per share................... 632,500 $16.00 $10,120,000 $2,814
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(1) Includes 82,500 shares of common stock issuable upon exercise of the
underwriters' over-allotment option.
(2) 4,830,000 shares were registered under Securities Act Registration Statement
No. 333-80221, whereby a filing fee of $21,484 was previously paid with such
earlier registration statement.
(3) Estimated solely for the purpose of calculating the amount of the
Registration Fee in accordance with Rule 457(a) of the Securities Act of
1933, as amended.
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INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-1, as amended (File
No. 333-80221) filed by Wink Communications, Inc. and declared effective August
18, 1999 are hereby incorporated by reference.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on August 19, 1999), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours on August 19, 1999.
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SIGNATURES
Pursuant to 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 Alameda, State of
California, on this 18th day of August 1999.
WINK COMMUNICATIONS, INC.
By: *
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Name: Mary Agnes Wilderotter
Title: 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 on August 18,
1999 in the capacities indicated:
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SIGNATURE TITLE
<C> <S>
* President and Chief Executive Officer; Director
- --------------------------------------------------- (principal executive officer)
Mary Agnes Wilderotter
/s/ HOWARD L. SCHROTT Chief Financial Officer; Senior Vice President
- --------------------------------------------------- (principal financial officer and principal
Howard L. Schrott accounting officer)
* Chairman of the Board of Directors and Chief
- --------------------------------------------------- Technical Officer
Brian P. Dougherty
* Director
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Bruce W. Dunlevie
* Director
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Hidetaka Yamamoto
* Director
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F. Philip Handy
* Director
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Jeffrey Coats
* Director
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William Schleyer
* Director
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Michael Fuchs
*By: /s/ HOWARD L. SCHROTT
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Howard L. Schrott
Attorney-in-fact
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EXHIBIT INDEX
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<CAPTION>
NUMBER DESCRIPTION OF DOCUMENT
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati regarding the
legality of the common stock being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1* Power of Attorney.
</TABLE>
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* Previously filed.
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[WILSON SONSINI GOODRICH & ROSATI, P.C. LETTERHEAD]
August 18, 1999
EXHIBIT 5.1
Wink Communications, Inc.
1001 Marina Village Parkway
Alameda, CA 94501
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We are acting as counsel to Wink Communications, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 632,500
shares of the Company's Common Stock, par value $0.001 per share, including
82,500 shares subject to an over-allotment option (collectively, the "Shares"),
pursuant to a Registration Statement on Form S-1 (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended.
As counsel for the Company, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments as we
have deemed necessary for the purposes of rendering this opinion. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares to be
registered for sale by the Company have been duly authorized by the Company, and
the Shares to be registered for sale by the Company, when issued, delivered and
paid for in accordance with the terms of the underwriting agreement referred to
in the related Registration Statement on Form S-1 (File No. 333-80221) and in
accordance with the resolutions adopted by the Board of Directors of the
Company, will be, validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and we consent to the reference of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Registration Statement on Form S-1 of
our report dated February 23, 1999, except for Note 9 which is as of August 13,
1999, relating to the consolidated financial statements of Wink Communications,
Inc., which appears in such Registration Statement. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
San Jose, California
August 17, 1999
