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As filed with the Securities and Exchange Commission on October 13, 2000
Registration Statement No. 333-34142
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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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VASTERA, INC.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
Delaware 7373 54-1616513
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
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45025 Aviation Drive, Suite 200
Dulles, VA 20166
(703) 661-9006
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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Mr. Arjun Rishi
President and Chief Executive Officer
Vastera, Inc.
45025 Aviation Drive, Suite 200
Dulles, VA 20166
(703) 661-9006
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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Copies to:
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<S> <C>
Brian D. Henderson, Esq. Keith F. Higgins, Esq.
Michael C. Todd, Esq. Jane D. Goldstein, Esq.
Brobeck, Phleger & Harrison LLP Ropes & Gray
701 Pennsylvania Avenue, Suite 220 One International Place
Washington, DC 20004 Boston, MA 02110
(202) 220-6000 (617) 951-7000
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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/ 333-34142
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. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Maximum Proposed Maximum
Title of Each Class of Amount To Offering Price Aggregate Amount of
Securities to be Registered Be Registered(1) Per Share Offering Price(1) Registration Fee(1)
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share............ 6,900,000 $14.00 $96,600,000 $25,502(2)
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(1) Includes shares that the underwriters have the option to purchase from the
Company to cover over-allotments, if any. Estimated solely for purposes of
calculating the registration fee in accordance with Rule 457(a) under the
Securities Act of 1933, as amended.
(2) $23,681 previously paid. $1,821 paid herewith.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-1, as amended, filed by Vastera, Inc. with the Securities
and Exchange Commission (File No. 333-34142) pursuant to the Securities Act
of 1933, as amended, and declared effective on September 27, 2000 is
incorporated by reference into this Registration Statement.
EXPLANATORY NOTE
This Registration Statement is filed only (i) to compute the
registration fee associated with the 6,900,000 shares of Vastera common stock
registered under the Registration Statement based on the initial offering
price of $14.00 per share and (ii) to indicate that the registration fee was
computed pursuant to Rule 457(a) of the Securities Act of 1933, as amended.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-34142 are incorporated by reference into, and shall be
deemed part of, this Registration Statement, except the following, which are
filed herewith:
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<CAPTION>
NUMBER DESCRIPTION
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<S> <C>
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included
in Exhibit 5.1).
23.3 Consent of PricewaterhouseCoopers LLP.
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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 Dulles, Virginia, on October 13,
2000.
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<C> <S> <C>
VASTERA, INC.
By: /s/ ARJUN RISHI
-----------------------------------------
Arjun Rishi
CHIEF EXECUTIVE OFFICER
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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>
Signature Title Date
--------- ----- ----
<C> <S> <C>
/s/ ARJUN RISHI President, Chief Executive Officer October 13, 2000
--------------------------------- and Director (principal
Arjun Rishi Executive Officer)
* Chief Financial Officer (Principal October 13, 2000
--------------------------------- Financial and Accounting
Philip J. Balsamo Officer)
* Chief Operating Officer and October 13, 2000
--------------------------------- Director
Mark J. Ferrer
* Director October 13, 2000
---------------------------------
Richard A. Lefebvre
* Director October 13, 2000
---------------------------------
Robert G. Barrett
* Director October 13, 2000
---------------------------------
Richard H. Kimball
* Director October 13, 2000
---------------------------------
James D. Robinson IV
* Director October 13, 2000
---------------------------------
Timothy Davenport
* Director October 13, 2000
---------------------------------
Nicolas C. Nierenberg
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<S> <C> <C> <C>
* /s/ ARJUN RISHI
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ATTORNEY-IN-FACT
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Exhibit Index
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<CAPTION>
NUMBER DESCRIPTION
------ -----------
<S> <C>
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP
(included in Exhibit 5.1).
23.3 Consent of PricewaterhouseCoopers LLP.
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