<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999
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
--------------------------
APPNET, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7373 52-2077860
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
6707 DEMOCRACY BOULEVARD
BETHESDA, MD 20817
(301) 493-8900
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
KEN S. BAJAJ, PRESIDENT AND CHIEF EXECUTIVE OFFICER
APPNET, INC.
6707 DEMOCRACY BOULEVARD
BETHESDA, MD 20817
(301) 493-8900
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
------------------------------
COPIES TO:
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<S> <C>
LUKE E. SIMS, ESQ. WILLIAM J. WHELAN, III, ESQ.
FOLEY & LARDNER CRAVATH, SWAINE & MOORE
777 EAST WISCONSIN AVE. 825 EIGHTH AVENUE
MILWAUKEE, WISCONSIN 53202 NEW YORK, NY 10019
(414) 271-2400 (212) 474-1000
</TABLE>
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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 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. /X/ File No. 333-89877
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 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,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $0.0005 per share... 345,000 $52.91 $18,253,950 $5,075
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(1) Includes a maximum of 45,000 shares that may be purchased by the
underwriters to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 based upon the
average of the high and low prices reported on the Nasdaq National Market on
November 11, 1999.
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<PAGE>
THIS REGISTRATION STATEMENT ON FORM S-1 IS BEING FILED BY APPNET, INC.
PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT OF 1933. THE CONTENTS OF
REGISTRATION STATEMENT NUMBER 333-89877, INCLUDING THE AMENDMENT THERETO, ARE
HEREBY INCORPORATED HEREIN BY REFERENCE.
2
<PAGE>
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 Bethesda, State of
Maryland, on this 12th day of November, 1999.
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<S> <C> <C>
APPNET, INC.
By: /s/ KEN S. BAJAJ*
-----------------------------------------
Ken S. Bajaj
President and Chief Executive Officer
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
President, Chief Executive
/s/ KEN S. BAJAJ* Officer and Director November 12,
------------------------------------------- (Principal Executive 1999
Ken S. Bajaj Officer)
/s/ JOHN CROSS*
------------------------------------------- Executive Vice President and November 12,
John Cross Director 1999
/s/ THOMAS M. DAVIDSON*
------------------------------------------- Director November 12,
Thomas M. Davidson 1999
/s/ BRUCE RAUNER*
------------------------------------------- Director November 12,
Bruce Rauner 1999
/s/ PHILIP A. CANFIELD*
------------------------------------------- Director November 12,
Philip A. Canfield 1999
/s/ RICHARD N. PERLE*
------------------------------------------- Director November 12,
Richard N. Perle 1999
Senior Vice President and
/s/ JACK PEARLSTEIN* Chief Financial Officer November 12,
------------------------------------------- (Principal Financial and 1999
Jack Pearlstein Accounting Officer)
</TABLE>
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<S> <C>
* By: /s/ WILLIAM S. DAWSON
-------------------------------------------
William S. Dawson
ATTORNEY-IN-FACT**
</TABLE>
** By power of attorney filed with Registration Statement No. 333-89877
<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTIONS
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<S> <C>
5.1 Opinion of Foley & Lardner
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Foley & Lardner (included in Exhibit 5.1)
23.3 Consent of International Data Corporation
24 Power of Attorney (Filed with Registration Statement No.
333-89877)
</TABLE>
<PAGE>
Exhibit 5.1
[FOLEY & LARDNER LETTERHEAD]
November 12, 1999
AppNet, Inc.
6707 Democracy Boulevard
Suite 1000
Bethesda, MD 20817
Ladies and Gentlemen:
We have acted as special counsel for AppNet, Inc., a Delaware
corporation (the "Company"), in conjunction with the preparation of a
Registration Statement on Form S-1 (the "Registration Statement"), including the
prospectus constituting a part thereof (the "Prospectus"), to be filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), relating to 300,000 shares of the
Company's common stock, $0.005 par value (the "Common Stock"), together with up
to 45,000 additional shares of Common Stock being registered to cover the
over-allotment option granted by certain selling stockholders of the Company
(the "Selling Stockholders") to the underwriters.
In connection with our representation, we have examined: (i)
the Registration Statement, including the Prospectus; (ii) the Company's
Restated Certificate of Incorporation, as amended, and Amended and Restated
By-laws; (iii) resolutions of the Company's Board of Directors relating to the
authorization of the issuance of the securities covered by the Registration
Statement; and (iv) such other proceedings, documents and records as we have
deemed necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Delaware.
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November 12, 1999
Page 2
2. The shares of Common Stock covered by the Registration
Statement are, and when sold in the manner contemplated in the Registration
Statement and Prospectus will continue to be, validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and the references to our firm therein. In giving our
consent, we do not admit that we are "experts" within the meaning of Section 11
of the Securities Act or within the category of persons whose consent is
required by Section 7 of the Securities Act.
Very truly yours,
FOLEY & LARDNER
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and all references to our Firm) included in or made a part of this
registration statement.
/s/ Arthur Andersen LLP
November 11, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF
INTERNATIONAL DATA CORPORATION
We consent to the incorporation by reference in this registration
statement of WORLDWIDE INTERNET SERVICES MARKET AND TRENDS FORECAST,
1998-2003 and HOW REAL IS INTERNET COMMERCE?, two International Data
Corporation reports, and to all references to us and to such reports
appearing in this registration statement on Form S-1 of AppNet Systems, Inc.
filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933.
INTERNATIONAL DATA CORPORATION
By: /S/ ALEXA MCLOUGHAN
------------------------------
Alexa McLoughan
Senior Vice President
November 12, 1999
