PROXICOM INC
S-3/A, 2000-06-09
COMPUTER PROGRAMMING SERVICES
Previous: CLASSIC COMMUNICATIONS INC, 3, 2000-06-09
Next: PROXICOM INC, S-3/A, EX-5.1, 2000-06-09



<PAGE>   1


      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 2000



                                                     REGISTRATION NO. 333-37738
===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------


                                AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                 ---------------
                                 PROXICOM, INC.
             (Exact name of registrant as specified in its charter)

                                 ---------------


                DELAWARE                                   52-1770631
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                  Identification Number)

                                 ---------------

                           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)

                                 ---------------

                             DAVID R. FONTAINE, ESQ.
                                 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)

                                 ---------------

                                    COPY TO:
                            GEORGE P. BARSNESS, ESQ.
                             HOGAN & HARTSON L.L.P.
                                 COLUMBIA SQUARE
                           555 THIRTEENTH STREET, N.W.
                           WASHINGTON, D.C. 20004-1109
                                 (202) 637-5600

                                 ---------------

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this registration statement becomes effective.

       If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

                                 ---------------

       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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

<PAGE>   2


                                 ---------------

       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. [ ]

                                 ---------------

       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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

                                 ---------------


THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.


===============================================================================


<PAGE>   3


                                   PROSPECTUS

                                 500,000 SHARES

                                 PROXICOM, INC.

                                  COMMON STOCK

                                 ---------------


       Proxicom, Inc. is a leading Internet development and e-business
consulting company that delivers innovative Internet-based solutions and
applications for Fortune 500 companies and other global, forward-thinking
businesses. This prospectus relates to the offer and sale from time to time of
up to 500,000 shares of our common stock by the Proxicom stockholders named in
this prospectus. The selling stockholders are former owners of Clarity IBD
Limited, a United Kingdom e-business development consultancy company acquired by
Proxicom in April 2000, and the shares to be sold pursuant to this prospectus
were issued as part of the consideration for the acquisition.  We will not
receive any proceeds from the sale of these shares.



       Our common stock is listed for trading on The Nasdaq Stock Market's
National Market under the symbol "PXCM." On June 8, 2000, the last reported sale
price of our common stock on the Nasdaq National Market was $47.19.


       Our principal executive offices are located at 11600 Sunrise Valley
Drive, Reston, Virginia 20191 and our telephone number at that address is (703)
262-3200.

                                 ---------------

       SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF FACTORS THAT
YOU SHOULD CONSIDER BEFORE PURCHASING THE SHARES OFFERED BY THIS PROSPECTUS.

                                 ---------------

       Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                                 ---------------






                          PROSPECTUS DATED JUNE 9, 2000.



<PAGE>   4




       IF IT IS AGAINST THE LAW IN ANY STATE TO MAKE AN OFFER TO SELL THESE
SHARES, OR TO SOLICIT AN OFFER FROM SOMEONE TO BUY THESE SHARES, THEN THIS
PROSPECTUS DOES NOT APPLY TO ANY PERSON IN THAT STATE, AND NO OFFER OR
SOLICITATION IS MADE BY THIS PROSPECTUS TO ANY SUCH PERSON.

       YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY SUPPLEMENT. NEITHER WE NOR ANY OF THE
SELLING STOCKHOLDERS HAVE AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR
ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF
THIS PROSPECTUS OR ANY SUPPLEMENT.

<TABLE>
<CAPTION>

                                              TABLE OF CONTENTS

                                                                                                                PAGE

<S>                                                                                                           <C>
Risk Factors....................................................................................................3
Cautionary Note Regarding Forward-Looking Statements............................................................9
Where You Can Find More Information.............................................................................9
Proxicom, Inc..................................................................................................11
Use of Proceeds................................................................................................11
Selling Stockholders...........................................................................................12
Plan of Distribution...........................................................................................13
Legal Matters..................................................................................................15
Experts........................................................................................................15

</TABLE>



                                       2
<PAGE>   5



                                  RISK FACTORS

       In addition to the other information contained in this prospectus, you
should carefully consider the following risk factors relating to Proxicom before
purchasing shares of our common stock.

WE ARE GROWING QUICKLY. FUTURE GROWTH OF OUR BUSINESS COULD MAKE IT DIFFICULT TO
MANAGE OUR RESOURCES.

       Our business is growing substantially, both through increased sales and
recent acquisitions. For instance, our revenue has increased from $1.5 million
in 1994 to $82.7 million in 1999 and was $38.2 million for the quarter ended
March 31, 2000. Our rapid growth has stretched, and could continue to stretch,
our resources. We expect that we will need to continue to hire and retain
management personnel and other employees. Our management has limited experience
managing a business of Proxicom's size or a public company.

       In order to manage our growth effectively, we must establish offices in
new geographic locations, set fixed-price fees accurately, maintain high
employee utilization rates, maintain project quality and successfully negotiate
rates, particularly if the average size of our projects continues to increase.

       Our performance may depend on the effective integration of acquired
businesses. This integration, even if successful, may be expensive and time
consuming and could strain our resources.

WE MAY NOT BE ABLE TO HIRE AND RETAIN HIGHLY SKILLED EMPLOYEES, WHICH COULD
AFFECT OUR ABILITY TO COMPETE EFFECTIVELY.

       To succeed, we must hire, train, motivate, retain and manage employees
who are highly skilled in the Internet and its rapidly changing technology.
Because of the recent and rapid growth of the Internet, individuals who have
Internet expertise and can perform the services we offer are scarce. Competition
for these individuals, therefore, is intense. We might not be able to hire
enough of them or to train, motivate, retain and manage the employees we do
hire. This could hinder our ability to complete existing projects and bid for
new projects. In addition, because the competition for qualified employees in
the Internet industry is intense, hiring, training, motivating, retaining and
managing employees with the strategic, technical and creative skills we need is
both time-consuming and expensive.

OUR FINANCIAL RESULTS WILL FLUCTUATE FROM PERIOD TO PERIOD DEPENDING ON VARIOUS
BUSINESS FACTORS.

       Our financial results may fluctuate from quarter to quarter. In future
quarters, our operating results may not meet public market analysts' and
investors' expectations. If that happens, the price of our common stock may
fall. Many factors can cause these fluctuations, including:

     -    the number, size, timing and scope of our projects;

     -    customer concentration;

     -    long and unpredictable sales cycles;

     -    contract terms of projects;

     -    degrees of completion of projects;

     -    project delays or cancellations;

                                       3
<PAGE>   6

     -    competition for and utilization of employees;

     -    how well we estimate the resources we need to complete projects;

     -    the integration of acquired businesses;

     -    pricing changes in the industry; and

     -    economic conditions specific to the Internet and information
          technology consulting.

       A high percentage of our operating expenses, particularly personnel and
rent, are fixed in advance of any particular quarter. As a result, if we
experience unanticipated changes in our projects or in our employee utilization
rates, we could experience large variations in quarterly operating results and
losses in any particular quarter. Due to these factors, we believe you should
not compare our quarter-to-quarter operating results to predict our future
performance.

       We have generally realized lower revenue in the first quarter of the year
than in the other quarters. We believe that this has been due primarily to
client budget cycles.

WE HAVE A NUMBER OF SIGNIFICANT CLIENTS. IF WE LOSE A MAJOR CLIENT OR
SIGNIFICANT PROJECT, OUR REVENUES COULD BE ADVERSELY AFFECTED.

       We generate much of our revenue from a limited number of major clients.
As a result, if we lose a major client or large project, our revenues could be
adversely affected. In 1999, for example, our two largest clients, Merrill Lynch
and General Motors, accounted for approximately 14.7% and 7.7%, respectively, of
our revenue. During 1999, our five largest clients contributed approximately 36%
of our revenue. For the three months ended March 31, 2000, no client accounted
for more than 10% of our revenue, and our five largest clients contributed
approximately 33% of our revenue.

     We perform varying amounts of work for specific clients from year to year.
A major client in one year may not use our services in another year. In
addition, we may derive revenue from a major client that constitutes a large
portion of a particular quarter's total revenue. If we lose any major clients or
any of our clients cancels or significantly reduces a large project's scope, our
business, financial condition and results of operations could be materially and
adversely affected. Also, if we fail to collect a large account receivable, we
could be subjected to significant financial exposure.

WE HAVE MANY SHORT-TERM CONTRACTS THAT CAN BE CANCELLED WITHOUT PENALTY. IF
CLIENTS TERMINATE CONTRACTS WITH US ON SHORT NOTICE, OUR RESULTS OF OPERATIONS
COULD SUFFER.

       Our contracts with clients are generally short-term. Also, most clients
can reduce or cancel their contracts for our services without penalty and with
little or no notice. If a significant client or a number of clients terminate,
significantly reduce or modify business relationships with us, our business,
financial condition and results of operations could be materially and adversely
affected. Consequently, you should not predict or anticipate our future revenue
based on the number of clients we have or the number and size of our existing
projects. When a client postpones, modifies or cancels a project, we have to
shift our employees to other projects and minimize the resulting adverse impact
on our operating results. In addition, our operating expenses are relatively
fixed and cannot be reduced on short notice.

IF WE FAIL TO MEET OUR CLIENTS' EXPECTATIONS, WE COULD DAMAGE OUR REPUTATION AND
HAVE DIFFICULTY ATTRACTING NEW BUSINESS.

     Many of our projects are complex and critical to our clients. As a result,
if we fail or are unable to meet a client's expectations, we could damage our
reputation. This could adversely affect our ability


                                       4
<PAGE>   7

to attract new business from that client or others. If we fail to perform
adequately on a project, a client could sue us for economic damages.

WE MAY NOT COMPETE SUCCESSFULLY WITH OUR COMPETITORS, WHICH COULD RESULT IN
REDUCED REVENUES.

       We compete in markets that are new, intensely competitive and rapidly
changing. We may not compete successfully with our competitors. We currently
compete for client assignments and experienced personnel principally with large
and specialty systems integrators, strategy consulting firms and Internet
professional services providers. Many of these businesses have longer operating
histories and significantly greater financial, technical, marketing and
managerial resources than we do.

       Our markets have relatively low barriers to entry. We expect to continue
to face competition from new market entrants, including interactive marketing
firms.

       Competition in our market is based primarily on the following factors:

     -    Internet expertise and talent;

     -    quality, pricing and speed of service delivery;

     -    client references;

     -    integrated strategy, technology and creative design services; and

     -    vertical industry knowledge.

       Some competitive factors are outside of our control. These factors
include our competitors' hiring and retention of senior staff, development of
software that is competitive with our products and services and response to
client needs.

LACK OF GROWTH OR DECLINE IN INTERNET USAGE COULD CAUSE OUR BUSINESS TO SUFFER.

       We have derived most of our revenue from projects involving the Internet.
The Internet is new and rapidly evolving. Our business will be adversely
affected if Internet usage does not continue to grow. A number of factors may
inhibit Internet usage. These factors include inadequate network infrastructure,
security concerns, inconsistent service quality and lack of cost-effective,
high-speed service. On the other hand, if Internet usage grows, the Internet
infrastructure may not support the demands this growth will place on it. The
Internet's performance and reliability may decline. In addition, outages and
delays have occurred throughout the Internet network infrastructure and have
interrupted Internet service. If these outages or delays occur frequently in the
future, Internet usage could grow more slowly or decline.

       We may also incur substantial costs to keep up with changes surrounding
the Internet. Unresolved critical issues concerning the commercial use and
government regulation of the Internet include the following:

     -    security;

     -    cost and ease of Internet access;

     -    intellectual property ownership;

                                       5

<PAGE>   8

     -    privacy;

     -    taxation; and

     -    liability issues.

Any costs we incur because of these factors could materially and adversely
affect our business, financial condition and results of operations.

IF WE FAIL TO KEEP PACE WITH CHANGING TECHNOLOGIES, WE MAY LOSE CLIENTS.

       Our market is characterized by rapidly changing technologies, frequent
new product and service introductions and evolving industry standards. If we
cannot keep pace with these changes, our business could suffer. The Internet's
recent growth and intense competition in our industry exacerbate these
characteristics. To achieve our goals, we need to develop strategic business and
Internet solutions that keep pace with continuing changes in industry standards,
information technology and client preferences. We will have to improve the
performance features and reliability of our services to adapt to rapidly
changing technologies. Also, as part of our business strategy, we reuse elements
of our Internet solutions for which there is repeat customer demand. We could
incur substantial costs if we need to modify our reusable solutions to adapt to
technological changes.

IF WE LOSE THE SERVICES OF OUR FOUNDER, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
RAUL J. FERNANDEZ, OR OTHER KEY PERSONNEL, OUR BUSINESS AND STOCK PRICE COULD
SUFFER.

       Our future success depends in large part on the continued services of a
number of our key personnel, including our founder, Chairman and Chief Executive
Officer, Raul J. Fernandez. We have no employment contract with Mr. Fernandez or
many of our other key personnel. The loss of the services of Mr. Fernandez or
any of our other key personnel could have a material adverse effect on our
business, financial condition and results of operations. We might not be able to
prevent key personnel, who may leave our employ in the future, from disclosing
or using our technical knowledge, practices or procedures. One or more of our
key personnel might resign and join a competitor or form a competing company. As
a result, we might lose existing or potential clients.

WE DEPEND ON INTELLECTUAL PROPERTY WHICH MAY BE DIFFICULT TO PROTECT. THIS COULD
AFFECT OUR ABILITY TO COMPETE EFFECTIVELY.

       Our success depends, in part, upon our intellectual property rights. We
do not have any patents or patent applications pending. Existing trade secret
and copyright laws afford us only limited protection. Third parties may attempt
to disclose, obtain or use our solutions or technologies. This is particularly
true in foreign countries where laws or law enforcement practices may not
protect our proprietary rights as fully as in the United States. Others may
independently develop and obtain patents or copyrights for technologies that are
similar or superior to our technologies. If that happens, we may not be able to
license those technologies on reasonable terms, or at all.

       Generally, we develop software applications for specific client
engagements. We generally assign software ownership to the client and retain
only a license for limited uses. Issues relating to ownership of and rights to
use software applications and frameworks can be complicated. We may become
involved in disputes that affect our ability to resell or reuse these
applications and frameworks. Also, we may have to pay economic damages in these
disputes.

                                       6

<PAGE>   9

FUTURE ACQUISITIONS OR INVESTMENTS COULD DISRUPT OUR ONGOING BUSINESS, DISTRACT
OUR MANAGEMENT AND EMPLOYEES, INCREASE OUR EXPENSES AND ADVERSELY AFFECT OUR
RESULTS OF OPERATIONS.

       We have made four material acquisitions and investments in two joint
ventures in the last 28 months. Any acquisitions or investments we make in the
future will involve risks. We may not be able to make acquisitions or
investments on commercially acceptable terms. If we do buy a company, we could
have difficulty retaining and assimilating that company's personnel. In
addition, we could have difficulty assimilating acquired products, services or
technologies into our operations. These difficulties could disrupt our ongoing
business, distract our management and employees, increase our expenses and
materially and adversely affect our results of operations. Furthermore, we may
incur debt or issue equity securities to pay for any future acquisitions. If we
issue equity securities, your relative ownership share of Proxicom would be
reduced.

THE MARKET PRICE OF OUR STOCK MAY FLUCTUATE WIDELY.

      The market price of our common stock could fluctuate substantially due to:

     -  future announcements concerning us or our competitors;

     -  quarterly fluctuations in operating results;

     -  announcements of acquisitions or technological innovations; or

     -  changes in earnings estimates or recommendations by analysts.

       In addition, the stock prices of many technology companies fluctuate
widely for reasons which may be unrelated to operating results. Fluctuations in
our common stock's market price may affect our visibility and credibility in the
Internet solutions market.

WE HAVE STARTED EXPANDING OUR BUSINESS OVERSEAS. OUR INTERNATIONAL EXPANSION
COULD RESULT IN FINANCIAL LOSSES DUE TO CHANGES IN FOREIGN ECONOMIC CONDITIONS
AS WELL AS FLUCTUATIONS IN CURRENCY AND EXCHANGE RATES.

       We expect to expand our international operations and international sales
and marketing efforts. On April 19, 2000, we acquired Clarity IBD Limited, a
United Kingdom e-business development consultancy company. We intend to
integrate Clarity's team of consulting professionals with our wholly owned
subsidiary, Proxicom U.K. Ltd. We also recently commenced operations in Germany
and began servicing clients in Spain and Italy. We have limited experience in
marketing, selling and distributing our services internationally. International
operations are subject to other inherent risks, including the following:

     -    recessions in foreign economies;

     -    political and economic instability;

     -    fluctuations in currency exchange rates;

     -    difficulties and costs of staffing and managing foreign operations;

     -    potentially adverse tax consequences;

     -    reduced protection for intellectual property rights in some countries;

                                       7
<PAGE>   10

     -    changes in regulatory requirements; and

     -    reductions in business activity during the summer months in Europe.



FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD LOWER OUR STOCK
PRICE AND IMPAIR OUR ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS.



       At March 31, 2000, we had 53,898,528 shares of common stock outstanding,
of which approximately 35,900,000 shares were "restricted" shares of common
stock. We issued an additional 1,291,046 shares of common stock in connection
with our acquisition of Clarity IBD Limited in April 2000. The holders of
restricted shares generally will be entitled to sell these shares in the public
securities market without registration under the Securities Act of 1933 to the
extent permitted by Rule 144 promulgated under the Securities Act or any
exemption under the Securities Act. Sales of a large number of shares could
adversely affect the market price of our common stock and could impair our
ability to raise funds in additional stock offerings.



       On May 28, 1999, we filed a registration statement under the Securities
Act covering 16,700,000 shares of common stock subject to outstanding  stock
options or reserved for issuance under our stock plans. On January 31, 2000, we
filed a registration statement under the Securities Act to cover an additional
7,000,000 shares of common stock subject to outstanding stock options or
reserved for issuance under our stock plans. At March 31, 2000, options to
purchase 14,756,272 shares of common stock were outstanding. In addition, on May
24, 2000, we filed a registration statement under the Securities Act to cover
43,558 shares of common stock subject to outstanding stock options under the
Clarity Communications Limited Employee Share Option Scheme which was assumed by
Proxicom in connection with the Clarity acquisition.



       As of March 31, 2000, the holders of approximately 27,400,000 shares of
common stock have the right to request registration of their shares in future
public offerings of our equity securities.



IT MAY BE HARD FOR A THIRD PARTY TO ACQUIRE OUR COMPANY, AND THIS COULD DEPRESS
OUR STOCK PRICE.

       Provisions of our corporate instruments and Delaware law could make it
difficult for a third party to acquire us, even if doing so would benefit our
stockholders. This could depress our stock price.

OUR DIRECTORS AND EXECUTIVE OFFICERS ARE CONTROLLING STOCKHOLDERS.

       At March 31, 2000, our directors and executive officers beneficially
owned approximately 41.1% of our common stock. These stockholders can thus
control matters requiring stockholder approval, including the election of
directors and approval of significant corporate transactions.

OUR BOARD OF DIRECTORS CAN ISSUE PREFERRED STOCK WITH RIGHTS ADVERSE TO THE
HOLDERS OF COMMON STOCK.

       Our board of directors is authorized, without further stockholder
approval, to issue up to 10,000,000 shares of preferred stock. Issuance of
preferred stock with rights to distributions, voting rights or other rights
superior to the common stock would be adverse to the holders of common stock.


                                       8

<PAGE>   11


              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus and the information incorporated by reference in it, as
well as any prospectus supplement that accompanies it, include "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. We intend the
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements in these sections. All statements regarding our
expected financial position and operating results, our business strategy and our
financing plans and similar matters are forward-looking statements. These
statements can sometimes be identified by our use of forward-looking words such
as "may," "will," "anticipate," "estimate," "expect," or "intend." We cannot
promise that our expectations in such forward-looking statements will turn out
to be correct. Our actual results could be materially different from our
expectations. Important factors that could cause our actual results to be
materially different from our expectations include those discussed in this
prospectus under the caption "Risk Factors."

                       WHERE YOU CAN FIND MORE INFORMATION

       We file annual, quarterly and special reports, proxy statements and other
information with the SEC under the Securities Exchange Act. Our Securities
Exchange Act file number for our SEC filings is 0-25741. You may read and copy
any document we file with the SEC at the following SEC public reference rooms:

<TABLE>
<CAPTION>

       <S>                                     <C>                                 <C>
        450 Fifth Street, N.W.                  7 World Trade Center                500 West Madison Street
        Room 1024                               Suite 1300                          Suite 1400
        Washington, D.C. 20549                  New York, New York 10048            Chicago, Illinois 60661
</TABLE>

       You may obtain information on the operation of the public reference rooms
by calling the SEC at 1-800-SEC-0330.

       Our SEC filings also are available from the SEC's Internet site at
http://www.sec.gov.

       Our common stock is quoted on the Nasdaq National Market under the symbol
"PXCM," and our SEC filings can also be read at the following Nasdaq address:

                                Nasdaq Operations
                               1735 K Street, N.W.
                             Washington, D.C. 20006

       This prospectus is part of a registration statement we filed with the
SEC. The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below:

       -    Our Annual Report on Form 10-K for our fiscal year ended December
            31, 1999, filed with the SEC on March 30, 2000.

       -    Our Quarterly Report on Form 10-Q for the quarter ended March 31,
            2000, filed with the SEC on May 15, 2000.

                                       9
<PAGE>   12

       -   Our Current Reports on Form 8-K, filed with the SEC on:

               -  January 27, 2000; and

               -  April 21, 2000.

       -   The description of our common stock included in a registration
           statement on Form 8-A, filed with the SEC on April 9, 1999,
           including any amendments or reports filed for the purpose of
           updating that description.

       In addition to the documents listed above, we also incorporate by
reference any future filings we make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act until all of the offered securities
to which this prospectus relates are sold or the offering is otherwise
terminated.

       You may request a copy of these filings, at no cost, by writing to us at
the following address or telephoning us at (703) 262-3200:

                               Investor Relations
                                 Proxicom, Inc.
                           11600 Sunrise Valley Drive
                             Reston, Virginia 20191



                                       10
<PAGE>   13



                                 PROXICOM, INC.

       Proxicom, Inc. is a leading Internet development and e-business
consulting company that delivers innovative Internet-based solutions and
applications for Fortune 500 companies and other global, forward-thinking
businesses. Since 1994, we have focused exclusively on the Internet and have
successfully completed over 800 client engagements.

       We apply our proprietary methodology, the Proxicom Process, in all of our
client engagements. Using the Proxicom Process, we integrate strategy,
technology and creative design to help our clients transform their businesses
with Internet solutions.

       We sell and deliver our services and expertise through teams organized
into four industry groups, or vertical markets:

     -    energy and telecommunications;

     -    financial services;

     -    retail and manufacturing; and

     -    service industries.

       Our Internet solutions have included

     -    business-to-consumer electronic commerce Internet sites for Calphalon
          Corporation, Marriott International and Owens Corning;

     -    business-to-business electronic commerce extranets for Harman
          International, Mercedes-Benz Credit Corp. and McKessonHBOC; and

     -    company-specific intranets for GE Plastics, Hoffmann-La Roche, Inc.
          and Merrill Lynch & Co., Inc.

       On April 19, 2000, we acquired Clarity IBD Limited, a United Kingdom
e-business development consultancy company pursuant to the Share Exchange
Agreement, dated as of April 11, 2000, by and among Proxicom and Clarity's
shareholders. Clarity provides a complete range of e-business services in the
United Kingdom in four rapidly evolving digital markets: IT and
telecommunications, retail, travel and financial services. We intend to
integrate Clarity's team of more than 80 consulting professionals based in
London with our wholly owned subsidiary, Proxicom U.K. Ltd.

                                 USE OF PROCEEDS

       The selling stockholders will receive all of the net proceeds from the
sale of the shares offered by this prospectus. Accordingly, Proxicom will not
receive any proceeds from the sale of these shares.



                                       11
<PAGE>   14




                              SELLING STOCKHOLDERS

       The selling stockholders are former owners of Clarity IBD Limited. We
issued 1,291,046 shares of our common stock to the former owners of Clarity on
April 19, 2000 in partial consideration for our acquisition of all of the issued
ordinary shares of Clarity. We have registered 500,000 of these shares under the
Securities Act pursuant to a registration rights agreement, dated as of April
19, 2000, by and among Proxicom and some of the former shareholders of Clarity.
Our registration of these shares does not necessarily mean that any selling
stockholder will sell all or any of the shares listed below.

       The following table sets forth information with respect to the selling
stockholders. Assuming all of the shares offered by this prospectus are sold, no
selling stockholder will own shares of Proxicom common stock after this offering
that will represent 1% or more of Proxicom's outstanding common stock.

<TABLE>
<CAPTION>

                                                                             SHARES                                    SHARES
                                                                          BENEFICIALLY                               BENEFICIALLY
                                                                         OWNED PRIOR  TO                             OWNED AFTER
NAME OF SELLING STOCKHOLDER                                                 OFFERING             SHARES OFFERED        OFFERING
---------------------------                                                  ---------           --------------      --------------
<S>                                                                     <C>                     <C>                 <C>
Pinecray Limited.................................................              44,342                  39,689               4,653
Amun Management S.A..............................................             178,683                 160,070              18,613
David Tarin and Dawn L. Darling, trustees of The Tarin/Darling
    Family Trust dated May 2, 2000...............................              76,569                  68,592               7,977
John Richard Hesketh Richards....................................              19,933                  17,841               2,092
Gary A.C. Luddington.............................................              17,743                  15,881               1,862
Keith Eden.......................................................              13,300                  11,904               1,396
Christopher Kohut................................................               2,217                   1,984                 233
Janice Kohut.....................................................               2,216                   1,983                 233
Martin Chilcott..................................................             390,908                  58,699             332,209
James Tarin......................................................             369,416                  58,833             310,583
Andrew Skates....................................................              98,326                   4,929              93,397
Skates Discretionary Settlement No. 1............................              16,696                   7,797               8,899
Skates Discretionary Settlement No. 2............................              16,696                   7,797               8,899
Scotland & Associates............................................              44,001                  44,001                   0
                                                                            ---------                 -------             -------
                                                                            1,291,046                 500,000             791,046
                                                                            =========                 =======             =======
</TABLE>



                                       12
<PAGE>   15

                              PLAN OF DISTRIBUTION

       Proxicom has registered the shares offered by this prospectus on behalf
of the selling stockholders. These shares may be sold or distributed from time
to time by the selling stockholders named in this prospectus, by their donees or
transferees, and by their other successors in interest. The selling stockholders
may sell their shares at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices, or at fixed
prices, which may be changed. Each selling stockholder reserves the right to
accept or reject, in whole or in part, any proposed purchase of shares, whether
the purchase is to be made directly or through agents.

       The selling stockholders may offer their shares at various times in one
or more of the following transactions:

    -    in ordinary brokers' transactions and transactions in which the broker
         solicits purchasers;

    -    in transactions involving cross or block trades or otherwise on the
         Nasdaq National Market;

    -    in transactions "at the market" to or through market makers in the
         common stock or into an existing market for the common stock;

    -    in other ways not involving market makers or established trading
         markets, including direct sales of the shares to purchasers or sales
         of the shares effected through agents;

    -    through transactions in options, swaps or other derivatives which may
         or may not be listed on an exchange;

    -    in privately negotiated transactions;

    -    in transactions to cover short sales; or

    -    in a combination of any of the foregoing transactions.

       The selling stockholders also may sell their shares in accordance with
Rule 144 under the Securities Act.

       From time to time, one or more of the selling stockholders may pledge or
grant a security interest in some or all of the shares owned by them. If the
selling stockholders default in performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares from time to time by
this prospectus. The selling stockholders also may transfer and donate shares in
other circumstances. The number of shares beneficially owned by selling
stockholders will decrease as and when the selling stockholders transfer or
donate their shares or default in performing obligations secured by their
shares. The plan of distribution for the shares offered and sold under this
prospectus will otherwise remain unchanged, except that the transferees, donees,
pledgees, other secured parties or other successors in interest will be selling
stockholders for purposes of this prospectus.

       A selling stockholder may sell short the common stock. The selling
stockholder may deliver this prospectus in connection with such short sales and
use the shares offered by this prospectus to cover such short sales.

       A selling stockholder may enter into hedging transactions with
broker-dealers. The broker-dealers may engage in short sales of the common stock
in the course of hedging the positions they


                                       13
<PAGE>   16

assume with the selling stockholder, including positions assumed in connection
with distributions of the shares by such broker-dealers. A selling stockholder
also may enter into option or other transactions with broker-dealers that
involve the delivery of shares to the broker-dealers, who may then resell or
otherwise transfer such shares. In addition, a selling stockholder may loan or
pledge shares to a broker-dealer, which may sell the loaned shares or, upon a
default by the selling stockholder of the secured obligation, may sell or
otherwise transfer the pledged shares.

       The selling stockholders may use brokers, dealers, underwriters or agents
to sell their shares. The persons acting as agents may receive compensation in
the form of commissions, discounts or concessions. This compensation may be paid
by the selling stockholders or the purchasers of the shares of whom such persons
may act as agent, or to whom they may sell as principal, or both. The
compensation as to a particular person may be less than or in excess of
customary commissions. The selling stockholders and any agents or broker-dealers
that participate with the selling stockholders in the offer and sale of the
shares may be deemed to be "underwriters" within the meaning of the Securities
Act. Any commissions they receive and any profit they realize on the resale of
the shares by them may be deemed to be underwriting discounts and commissions
under the Securities Act. Neither we nor any selling stockholders can presently
estimate the amount of such compensation.

       The Company has advised the selling stockholders that during such time as
they may be engaged in a distribution of the shares, they are required to comply
with Regulation M under the Securities Exchange Act. With some exceptions,
Regulation M prohibits any selling stockholder, any affiliated purchasers and
other persons who participate in such a distribution from bidding for or
purchasing, or attempting to induce any person to bid for or purchase, any
security which is the subject of the distribution until the entire distribution
is complete.

       Under the Company's registration rights agreement with the selling
stockholders, the Company is required to bear the expenses relating to this
offering, excluding any underwriting discounts or commissions, stock transfer
taxes and fees of legal counsel and independent accountants to the selling
stockholders.

       The Company has agreed to indemnify the selling stockholders and their
respective controlling persons against some liabilities, including some
liabilities under the Securities Act.

       It is possible that a significant number of shares could be sold at the
same time. Such sales, or the perception that such sales could occur, may
adversely affect prevailing market prices for the common stock.

       This offering by any selling stockholder will terminate on the date
specified in the selling stockholder's registration rights agreement with the
Company, or, if earlier, on the date on which the selling stockholder has sold
all of such selling stockholder's shares.



                                       14
<PAGE>   17




                                  LEGAL MATTERS

       For the purposes of this offering, Hogan & Hartson L.L.P., Washington,
D.C., has given its opinion as to the validity of the shares offered by the
selling stockholders.

                                     EXPERTS


       The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 1999,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of that firm as experts in
auditing and accounting.





                                       15
<PAGE>   18


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

       The following table shows the costs and expenses, other than underwriting
discounts and commissions, payable in connection with the sale and distribution
of the securities being registered. All of these expenses will be paid by
Proxicom. All amounts except the SEC registration fee are estimated.


<TABLE>
<CAPTION>


                         <S>                                                           <C>
                          SEC Registration Fee............................             $  4,476.12
                          Accounting Fees and Expenses....................                9,500.00
                          Legal Fees and Expenses.........................               15,000.00
                          Miscellaneous...................................                2,500.00
                                                                                       -------------
                                    Total.................................             $ 31,476.12
                                                                                       =============
</TABLE>


----------




ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS


       The Amended and Restated Bylaws of the Company provide for the
indemnification of the Company's directors and officers to the fullest extent
authorized by, and subject to the conditions set forth in the General
Corporation Law of the State of Delaware (the "DGCL"), except that the Company
will indemnify a director or officer in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Company's Board of Directors. The indemnification provided
under the Amended and Restated Bylaws includes the right to be paid by the
Company the expenses (including attorneys' fees) in advance of any proceeding
for which indemnification may be had in advance of its final disposition,
provided that the payment of such expenses (including attorneys' fees) incurred
by a director or officer in advance of the final disposition of a proceeding may
be made only upon delivery to the Company of an undertaking by or on behalf of
such director or officer to repay all amounts so paid in advance if it is
ultimately determined that such director or officer is not entitled to be
indemnified. Pursuant to the Amended and Restated Bylaws, if a claim for
indemnification is not paid by the Company within 60 days after a written claim
has been received by the Company, the claimant may at any time thereafter bring
an action against the Company to recover the unpaid amount of the claim, and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such action.

       As permitted by the DGCL, the Company's Amended and Restated Certificate
of Incorporation provides that directors of the Company shall not be liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, relating to unlawful payment of
dividends or unlawful stock purchase or redemption or (iv) for any transaction
from which the director derived an improper personal benefit. As a result of
this provision, the Company and its stockholders may be unable to obtain
monetary damages from a director for breach of his or her duty of care.

       Under the Amended and Restated Bylaws, the Company has the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee, partner (limited or
general) or agent of another corporation or of a partnership, joint venture,
limited liability company, trust or other enterprise, against any liability
asserted against such person or incurred by


                                      II-1
<PAGE>   19

such person in any such capacity, or arising out of such person's status as
such, and related expenses, whether or not the Company would have the power to
indemnify such person against such liability under the provisions of the DGCL.
The Company maintains director and officer liability insurance on behalf of its
directors and officers.

                                      II-2
<PAGE>   20





ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS.


<TABLE>
<CAPTION>

                 EXHIBIT
                 NUMBER                  EXHIBIT DESCRIPTION

                <S>               <C>
                   5.1       --    Opinion of Hogan & Hartson L.L.P., counsel to the Company, regarding
                                   the validity of the securities being offered by the selling stockholders.

                  23.1       --    Consent of PricewaterhouseCoopers LLP.

                  23.2       --    Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).

                 *24.1       --    Power of Attorney (included on signature page).

                 *99.1       --    Registration Rights Agreement, dated as of April 19, 2000, by and among
                                   Proxicom, Inc. and the persons listed on Schedule 1 to the Registration Rights Agreement.
</TABLE>

--------


*  Previously filed.


ITEM 17. UNDERTAKINGS

     The undersigned registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made,
 a post-effective amendment to this registration statement:

          (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

          (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

       (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

       (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                                      II-3
<PAGE>   21

       The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

       The undersigned registrant hereby undertakes that:

          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

       Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the General Corporation Law of the State of Delaware,
the Amended and Restated Certificate of Incorporation, as amended, or the
Amended and Restated Bylaws of registrant, indemnification agreements entered
into between registrant and its officers and directors, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                      II-4
<PAGE>   22



                                   SIGNATURES


     Pursuant to the requirements of the Securities Act, Proxicom certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Amendment No. 1 to registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Reston, Commonwealth of Virginia, on this 9th day of June, 2000.



                                        PROXICOM, INC.

                                        By:   /s/ Kenneth J. Tarpey
                                           ------------------------------------
                                           Kenneth J. Tarpey
                                           EVP and Chief Financial Officer






     Pursuant to the requirements of the Securities Act, this Amendment No. 1 to
registration statement has been signed by the following persons, in the
capacities indicated below, on this 9th day of June, 2000.



<TABLE>
<CAPTION>

          NAME                                                               TITLE
          ----                                                               -----

<S>                                                 <C>
          *
---------------------------                                      Chairman and Chief Executive Officer
Raul J. Fernandez                                                  (Principal Executive Officer)

/s/ Kenneth J. Tarpey
-----------------------------                        Executive Vice President, Chief Financial Officer and Treasurer
Kenneth J. Tarpey                                             (Principal Financial and Accounting Officer)

          *
------------------------
Jack L. Davies                                                                Director

          *
------------------------
David C. Hodgson                                                              Director

          *
------------------------
Jack Kemp                                                                     Director

          *
------------------------
Theodore J. Leonsis                                                           Director
</TABLE>



                                      II-5
<PAGE>   23

<TABLE>
<CAPTION>


<S>                                                     <C>
          *
------------------------
John A. McKinley, Jr.                                                         Director

          *
------------------------
Mario M. Morino                                                               Director

          *
------------------------                                  Senior Vice President, Organizational Strategies
Brenda A. Wagner                                                               and Director

*By: /s/ Kenneth J. Tarpey
    ------------------------
        Kenneth J. Tarpey
        Attorney-in-Fact

</TABLE>




                                      II-6
<PAGE>   24


<TABLE>
<CAPTION>

      EXHIBIT
      NUMBER                            EXHIBIT DESCRIPTION

<S>                  <C>

        5.1     --    Opinion of Hogan & Hartson L.L.P., counsel to the Company,
                      regarding the validity of the securities being offered by
                      the selling stockholders.
       23.1     --    Consent of PricewaterhouseCoopers LLP.
       23.2     --    Consent of Hogan & Hartson L.L.P. (included in Exhibit
                      5.1).
      *24.1     --    Power of Attorney (included on signature page).
      *99.1     --    Registration Rights Agreement, dated as of April 19, 2000,
                      by and among Proxicom, Inc. and the persons listed on
                      Schedule 1 to the Registration Rights Agreement.

</TABLE>


--------

*  Previously filed




                                      II-7










© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission