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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 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
PROXICOM, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7371 52-1770631
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) No.)
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11600 SUNRISE VALLEY DRIVE
RESTON, VA 20191
(703) 262-3200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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RAUL J. FERNANDEZ
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PROXICOM, INC.
11600 SUNRISE VALLEY DRIVE
RESTON, VA 20191
(703) 262-3200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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<S> <C>
DAVID B. H. MARTIN, JR., ESQ. PAUL V. ROGERS, ESQ.
HOGAN & HARTSON L.L.P. WILLIAM F. WINSLOW, ESQ.
555 THIRTEENTH STREET, N.W. HALE AND DORR LLP
WASHINGTON, D.C. 20004 1455 PENNSYLVANIA AVENUE, N.W.
(202) 637-5600 WASHINGTON, D.C. 20004
(202) 942-8400
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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 of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering.
[X] 333-87671
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 of 1933 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. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, $.01 par
value................. 690,000 $52.38 $36,142,200 $10,048
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(1) Includes 90,000 shares subject to an over-allotment option granted by
certain of the selling stockholders to the underwriters.
(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating the
registration fee.
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EXPLANATORY NOTE
This registration statement relates to the public offering of Common Stock
of Proxicom, Inc. contemplated by a Registration Statement on Form S-1,
Registration No. 333-87671 (the "Prior Registration Statement"), and is filed
solely to increase the maximum number of shares to be offered in such offering
by 690,000 shares. The contents of the Prior Registration Statement are hereby
incorporated by reference.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
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5.1 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
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II-1
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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 Reston, Commonwealth of
Virginia, on October 8, 1999.
PROXICOM, INC.
By: *
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Raul J. Fernandez
Chairman, 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 in the
capacities and on the date indicated.
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<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
* Chairman, President and Chief October 8, 1999
- ------------------------------------------------ Executive Officer (Principal
Raul J. Fernandez Executive Officer)
* Senior Vice President, Human October 8, 1999
- ------------------------------------------------ Resources and Director
Brenda Wagner
/s/ KENNETH J. TARPEY Executive Vice President, Chief October 8, 1999
- ------------------------------------------------ Financial Officer and Treasurer
Kenneth J. Tarpey (Principal Financial and
Accounting Officer)
* Director October 8, 1999
- ------------------------------------------------
David C. Hodgson
* Director October 8, 1999
- ------------------------------------------------
Jack Kemp
* Director October 8, 1999
- ------------------------------------------------
Theodore J. Leonsis
* Director October 8, 1999
- ------------------------------------------------
John A. McKinley, Jr.
* Director October 8, 1999
- ------------------------------------------------
Mario M. Morino
*By: /s/ KENNETH J. TARPEY October 8, 1999
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Kenneth J. Tarpey
Attorney-in-Fact
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II-2
<PAGE> 5
EXHIBIT INDEX
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<C> <S>
5.1 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
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<PAGE> 1
EXHIBIT 5.1
October 8, 1999
Board of Directors
Proxicom, Inc.
11600 Sunrise Valley Drive
Reston, Virginia 20191
Ladies and Gentlemen:
We are acting as special counsel to Proxicom, Inc., a Delaware corporation
(the "COMPANY"), in connection with its registration statement on Form S-1, (the
"REGISTRATION STATEMENT"), filed with the Securities and Exchange Commission
pursuant to Rule 462(b) of the Securities Act of 1933 (the "SECURITIES ACT")
relating to the proposed public offering of up to 690,000 shares of the
Company's common stock, par value $.01 per share (the "SHARES"), all of which
are to be sold by certain of the Selling Stockholders identified in the
Registration Statement. This opinion letter is furnished to you at your request
to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K,
17 C.F.R. Section 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Amended and Restated Certificate of Incorporation of the
Company, as certified by the Secretary of the Company on the
date hereof as then being complete and accurate.
3. The Amended and Restated Bylaws of the Company, as certified by
the Secretary of the Company on the date hereof as then being
complete and accurate.
4. The Underwriting Agreement among the Company and the several
Underwriters to be named therein, for whom Thomas Weisel
Partners LLC, First Union Securities, Inc., Friedman, Billings,
Ramsey & Co., Inc., Prudential Securities Incorporated and
E*OFFERING Corp. will act as
<PAGE> 2
Board of Directors
Proxicom, Inc.
October 8, 1999
Page 2
representatives, executed on October 8, 1999 (the "UNDERWRITING
AGREEMENT").
5. A Unanimous Written Consent of the Board of Directors of the
Company adopted on September 22, 1999, as certified by the
Secretary of the Company on the date hereof as being complete,
accurate and in effect.
6. Resolutions of the Board of Directors of the Company and its
predecessor, Proxima, Inc., adopted at meetings or by unanimous
written consent on July 26, 1996, August 24, 1996, August 26,
1996, August 30, 1996, February 7, 1997, October 24, 1997,
August 7, 1998, November 23, 1998 and March 22, 1999, as
certified by the Secretary of the Company on the date hereof as
being complete, accurate and in effect, relating to the
Company's issuance and sale of the Shares and arrangements in
connection therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on the General
Corporation Law of the State of Delaware. We express no opinion herein as to any
other laws, statutes, regulations, or ordinances.
Based upon, subject to and limited by the foregoing and assuming that at
the time the Shares were issued the Company received the consideration therefor
specified in the resolutions referred to in paragraph 6 above, the Shares are
validly issued, fully paid and non-assessable under the General Corporation Law
of the State of Delaware.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.
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Board of Directors
Proxicom, Inc.
October 8, 1999
Page 3
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our report dated February 5, 1999, except as to the
pooling of interests with ad hoc Interactive, Inc. which is as of March 26,
1999, appearing in the Registration Statement on Form S-1 (No. 333-87671)
relating to the consolidated financial statements of Proxicom, Inc.
/s/ PRICEWATERHOUSECOOPERS LLP
McLean, Virginia
October 6, 1999
