<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 5, 1999
REGISTRATION NO. 333-69651
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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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NEON SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 7372 76-0345839
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) No.)
14100 SOUTHWEST FREEWAY
SUITE 500
SUGAR LAND, TEXAS 77478
(281) 491-4200
(Address, including zip code, telephone number,
including area code, of registrant's principal executive office)
JOE BACKER
NEON SYSTEMS, INC.
14100 SOUTHWEST FREEWAY
SUITE 500
SUGAR LAND, TEXAS 77478
(281) 491-4200
(Name, address, including zip code, telephone number,
including area code, of agent for service)
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COPIES TO:
ROBERT P. TAYLOR, III RONALD G. SKLOSS
KENT JAMISON Brobeck, Phleger & Harrison LLP
Locke Liddell & Sapp LLP 301 Congress Avenue, Suite 1200
2200 Ross Avenue, Suite 2200 Austin, Texas 78701
Dallas, Texas 75201 (512) 477-5495
(214) 740-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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/ 333-69651
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 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. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Proposed Maximum
Shares Aggregate Amount of
to be Registered Offering Price Registration Fee (1)
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<S> <C> <C>
Common Stock, $.01 par value.......... $3,000,000 $1,758.00
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</TABLE>
(1) Calculated in accordance with the provisions of Rule 457(q) of the
Securities Act of 1933, as amended.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended ("Rule 462(b)") to register an
additional 200,000 shares of Common Stock of NEON Systems, Inc., and includes
the registration statement facing page, this page, the signature page, an
exhibit index, an accountants' consent and an Exhibit 5 legal opinion.
Pursuant to Rule 462(b), the contents of the registration statement on Form
S-1 (File No. 333-69651 of NEON Systems, Inc., including the exhibits
thereto, are incorporated by reference into this registration statement.
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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 Houston,
State of Texas on this 5th day of March, 1999.
NEON SYSTEMS, INC.
By *
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JOE BACKER, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or Amendment has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
*
- ------------------------------ Chairman of the Board March 5, 1999
John J. Moores
President and Chief
* Executive Officer
- ------------------------------ (Principal Executive March 5, 1999
Joe Backer Officer) and Director
*
- ------------------------------ Chief Technology Officer March 5, 1999
Peter Schaeffer and Director
Chief Financial Officer
/s/ JOHN S. REILAND (Principal Financial and
- ------------------------------ Accounting Officer) and March 5, 1999
John S. Reiland Director
*
- ------------------------------ Director March 5, 1999
Charles E. Noell III
*
- ------------------------------ Director March 5, 1999
Norris van den Berg
*
- ------------------------------ Director March 5, 1999
Richard Holcomb
* The undersigned has executed this registration statement on behalf of each
of the persons named above pursuant to the Power of Attorney filed with the
Securities and Exchange Commission.
*By: /s/ JOHN S. REILAND
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John S. Reiland
ATTORNEY-IN-FACT
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
5.1 Opinion of Locke Liddell & Sapp LLP
23.1 Consent of KPMG LLP
23.2 Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1)
24.1 Power of Attorney*
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (No. 333-69651) filed on December 23, 1998.
<PAGE>
Exhibit 5.1
(214) 740-8416
March 5, 1999
NEON Systems, Inc.
14100 Southwest Freeway
Suite 500
Sugar Land, TX 77478
Re: Registration Statement on Form S-1 Filed Pursuant to Rule 462(b) to
amend Registration Statement (333-69651)
Dear Sirs:
We have acted as counsel for NEON Systems, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of an aggregate of two hundred thirty
thousand (230,000) shares of the Company's Common Stock, $.01 par value per
share, to be issued by the Company (the "Securities"). We have examined such
documents and questions of law as we have deemed necessary to render the
opinion expressed below.
Based upon the foregoing, we are of the opinion that the Securities, when
issued and sold as described in the above-referenced Registration Statement,
will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the prospectus under the caption
"Legal Matters." In giving this consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Sincerely,
/s/ Locke Liddell & Sapp LLP
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
NEON Systems, Inc.:
We consent to the use of our report included herein and to the references to
our firm under the headings "Selected Consolidated Financial Data" and
"Experts" in the prospectus.
KPMG LLP
Houston, Texas
March 5, 1999
