As filed with the Securities and Exchange Commission on February 2,1999
Registration No. 333-56085
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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24/7 MEDIA, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 7319 13-3995672
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1250 BROADWAY, NEW YORK, NY 10001
(212) 231-7100
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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DAVID J. MOORE
CHIEF EXECUTIVE OFFICER
24/7 MEDIA, INC.
1250 BROADWAY, NEW YORK, NEW YORK 10001
(212) 231-7100
FAX (212) 760-1774
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of Communications to:
Ronald R. Papa, Esq. Larry W. Sonsini, Esq.
Proskauer Rose LLP David Drummond, Esq.
1585 Broadway Wilson Sonsini Goodrich & Rosati
New York, New York 10036-8299 Professional Corporation
(212) 969-3000 650 Page Mill Road
Fax (212) 969-2900 Palo Alto, California 94304
(650) 493-9300
Fax (650) 493-6811
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Completed.
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, please 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, check the following box and list the Securities Act
registration 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.|_|
<PAGE>
This post-effective amendment is being filed for the purpose of removing
from registration the 187,500 shares of common stock remaining unsold as of the
date hereof.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this Post-Effective
Amendment to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York on January 29, 1999.
24/7 MEDIA, INC.
By: /s/ David J. Moore
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David J. Moore
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on January 29, 1999 by the persons
whose signatures appear below, which persons have signed such Registration
Statement in the capacities indicated:
Signature Title
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/s/ David J. Moore Chief Executive Officer and Director
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David J. Moore
* Executive Vice President and Director
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Jacob I. Friesel
*
- ------------------ Chairman of the Board
R. Theodore Ammon
*
- ------------------ Director
Jack L. Rivkin
*
- ------------------ Director
Charles Stryker
*
- ------------------ Director
Arnie Semsky
*
- ------------------ Director
John F. Barry
*
- ------------------ Executive Vice President, Treasurer
C. Andrew Johns & Chief Financial Officer (Principal
Financial Officer)
*
- ------------------ Controller (Principal Accounting
Stuart D. Shaw Officer)
* By: /s/ Mark E. Moran
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Mark E. Moran, Attorney-in-Fact
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