<PAGE>
As filed with the Securities and Exchange Commission on August 17, 2000
Registration Statement No. 333-34142
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 to
FORM S-1
REGISTRATION STATEMENT
Under the Securities Act of 1933
------------------------
VASTERA, INC.
(Exact Name of Registrant as Specified in its Charter)
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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)
------------------------------
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)
------------------------------
Copies to:
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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
</TABLE>
------------------------------
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. / /
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
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<CAPTION>
Proposed Maximum
Title of Each Class of Aggregate Amount of
Securities to be Registered Offering Price(1) Registration Fee(1)
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Common Stock, par value $.01 per share...................... $75,900,000 $20,038(2)
</TABLE>
(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(o) under the
Securities Act of 1933, as amended.
(2) Previously paid.
----------------------------------
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, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to such
Section 8(a), may determine.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The expenses (other than underwriting discounts and commissions and the
underwriters' non-accountable expense allowance) payable in connection with the
sale of the common stock offered in this Registration Statement are as follows:
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<S> <C>
Securities and Exchange Commission registration fee......... $ 20,038
NASD filing fee............................................. 8,090
Nasdaq filing fee........................................... 95,000
Printing and engraving expenses............................. 500,000
Legal fees and expenses..................................... *
Accounting fees and expenses................................ 750,000
Blue Sky fees and expenses (including legal fees)........... 25,000
Transfer agent and rights agent and registrar fees and
expenses.................................................. 25,000
Miscellaneous............................................... *
----------
Total................................................... $3,000,000
==========
</TABLE>
------------------------
* To be filed by amendment.
All expenses are estimated except for the SEC fee and the NASD fee.
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
in effect, that any person made a party to any action by reason of the fact that
he is or was a director, officer, employee or agent of Vastera may and, in
certain cases, must be indemnified by Vastera against, in the case of a
non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorneys' fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorneys' fees), if in either type of action he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
Vastera. This indemnification does not apply, in a derivative action, to matters
as to which it is adjudged that the director, officer, employee or agent is
liable to Vastera, unless upon court order it is determined that, despite such
adjudication of liability, but in view of all the circumstances of the case, he
is fairly and reasonably entitled to indemnity for expenses, and, in a
non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.
Article VI of Vastera's certificate of incorporation, as amended, provides
that no director of Vastera shall be liable to Vastera or its stockholders for
monetary damages for breach of fiduciary duty as a director to the fullest
extent permitted by the DGCL.
Article VII of Vastera's certificate of incorporation, as amended, also
provides that Vastera shall indemnify to the fullest extent permitted by
Delaware law any and all of its directors and officers, or former directors and
officers, or any person who may have served at Vastera's request as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise.
Reference is made to Section 8 of the underwriting agreement to be filed as
Exhibit 1.1 hereto, pursuant to which the Underwriters have agreed to indemnify
officers and directors of Vastera against certain liabilities under the
Securities Act.
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<PAGE>
Vastera has entered into Indemnification Agreements with each director of
Vastera, a form of which is filed as Exhibit 10.5 to this Registration
Statement. Pursuant to such agreements, Vastera will be obligated, to the extent
permitted by applicable law, to indemnify such directors against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors of Vastera or assumed certain responsibilities at the direction
of Vastera. Vastera also intends to purchase directors and officers liability
insurance in order to limit its exposure to liability for indemnification of
directors and officers.
Item 15. Recent Sales of Unregistered Securities
(a) Stock Splits.
We have effected and will effect the following splits of our common stock:
- On February 19, 1997, we effected a 2-for-1 stock split of our common
stock in the form of a stock dividend of one share of common stock paid on
each share of common stock outstanding and held of record by a stockholder
as of February 19, 1997. All common share and per share amounts herein
have been retroactively adjusted to reflect the stock split.
- On April 4, 2000, we approved a 3-for-2 stock split of our common stock
effective immediately prior to the closing of this offering in the form of
a stock dividend of two shares of common stock to be paid on each share of
common stock. All common share and per share amounts herein have been
retroactively adjusted to reflect the stock split.
(b) Certain Sales of Securities.
In the three years preceding the filing of this registration statement, the
registrant has issued the following securities that were not registered under
the Securities Act:
- On March 31, 1997, we issued a warrant to Lighthouse Capital Partners,
L.P. in connection with a working capital line of credit to purchase 4,511
shares of Series B convertible preferred stock at an exercise price of
$6.65 per share. Lighthouse Capital Partners, L.P. is an accredited
investor and the transaction was exempt from registration under Rule 506
and Section 4(2) of the Securities Act.
- On April 7, 1997, we issued a warrant to Lighthouse Capital Partners, L.P.
in connection with an equipment lease line to purchase 7,000 shares of
Series A convertible preferred stock at an exercise price of $5.00 per
share. Lighthouse Capital Partners, L.P. is an accredited investor and the
transaction was exempt from registration under Rule 506 and Section 4(2)
of the Securities Act.
- On August 7, 1997, we issued warrants to Lighthouse Capital Partners, L.P.
and Battery Ventures III, L.P. in connection with a bridge financing to
purchase 6,216 shares and 8,108 shares, respectively, of Series C
convertible preferred stock at an exercise price of $3.70 per share.
Lighthouse Capital Partners, L.P. and Battery Ventures III, L.P. are
accredited investors and the transaction was exempt from registration
under Rule 506 and Section 4(2) of the Securities Act.
- From August 7, 1997 to May 28, 1998, we offered, sold and issued an
aggregate of 2,310,813 shares of our Series C convertible preferred stock
to ten accredited investors at a price of $3.70 per share for an aggregate
purchase price of $8,550,008. In addition, we also issued to these
investors warrants to purchase an aggregate of 405,488 shares
II-2
<PAGE>
of our Series C-1 convertible preferred stock at an exercise price of
$4.92 per share. The transaction was exempt from registration under
Rule 506 and Section 4(2) of the Securities Act.
- On January 31, 1998, we issued a warrant to Lighthouse Capital Partners,
L.P. in connection with an equipment lease line to purchase 4,122 shares
of Series C convertible preferred stock at an exercise price of $3.70 per
share. Lighthouse Capital Partners, L.P. is an accredited investor and the
transaction was exempt from registration under Rule 506 and Section 4(2)
of the Securities Act.
- On April 10, 1998, we issued 120,000 shares of common stock at a fair
market value of $1.00 per share for an aggregate amount of $120,000 to one
of our employees in connection with a settlement agreement with such
employee. The transaction was exempt from registration under Section 4(2)
of the Securities Act.
- On November 24, 1998 and February 26, 1999, we offered, sold and issued an
aggregate of 2,973,749 shares of Series D convertible preferred stock to
14 accredited investors at a price of $4.876 per share for an aggregate
purchase price of $14,500,000. In addition, we issued to these investors
warrants to purchase an aggregate of 631,608 shares of our Series D-1
convertible preferred stock at an exercise price of $6.485 per share.
NationsBanc Montgomery Securities L.L.C., an accredited investor and our
placement agent for this Series D convertible preferred stock offering,
was issued a warrant to purchase 30,763 shares of Series D convertible
preferred stock at an exercise price of $5.61 per share. The transaction
was exempt from registration under Rule 506 and Section 4(2) of the
Securities Act.
- On January 31, 1999, we purchased Deltac Limited for aggregate
consideration equal to $510,130, consisting of $100,000 in cash and
189,000 shares of common stock issued to the stockholders of Deltac at a
fair market value of $2.17 per share. The transaction was exempt from
registration under Section 4(2) of the Securities Act.
- On June 1, 1999, we purchased Quantum Consulting Associates, Inc., for
aggregate consideration equal to $1,952,890, consisting of $439,000 in
cash and 566,719 shares of common stock issued to the stockholders of
Quantum at a fair market value of $2.67 per share. The transaction was
exempt from registration under Section 4(2) of the Securities Act.
- On February 4, 2000 and February 29, 2000, we offered, sold and issued an
aggregate of 1,569,577 shares of Series E convertible preferred stock to
24 accredited investors at a price of $10.83 per share for an aggregate
purchase price of $16,998,519. The transaction was exempt from
registration under Rule 506 and Section 4(2) of the Securities Act.
- In May 2000, we issued an aggregate of 104,208 shares of Series B
convertible preferred stock, 357,011 shares of Series C-1 convertible
preferred stock and 196,980 shares of Series D-1 convertible preferred
stock to 16 accredited insiders upon the exercise of their convertible
preferred stock warrants on both a cash paid and net issuance basis, with
the aggregate cash proceeds to us equalling $2,533,978.
Between February 10, 1997 and June 30, 2000, Vastera issued an aggregate of
416,971 shares of common stock to 29 people, all of whom were employees or
directors of, or consultants to, Vastera. Such shares were issued upon exercise
of stock options, with a weighted-average exercise price of $1.92 per share,
granted under our 1996 Stock Option Plan.
II-3
<PAGE>
For a more detailed description of this plan, see "Management--Employee
Benefit Plans" in this registration statement. In granting the options and
issuing the underlying common stock upon exercise of the options, Vastera is
relying upon exemptions from registration set forth in Rule 701 and
Section 4(2) of the Securities Act.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits.
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1.1 Form of Underwriting Agreement.
3.1 Restated Certificate of Incorporation, as amended.
3.2 Form of Amended and Restated Certificate of Incorporation
(to be filed with the Delaware Secretary of State
immediately prior to the closing of the offering covered by
this Registration Statement).
3.3 Bylaws, as amended.
3.4 Form of Amended and Restated Bylaws (to be adopted
immediately prior to the closing of the offering covered by
this Registration Statement).
4.1** Specimen common stock certificate.
4.2 Second Amended and Restated Investors' Rights Agreement,
dated November 24, 1998, as amended.
5.1** Opinion of Brobeck, Phleger & Harrison LLP.
10.1 Value-Added Reseller License and Services Agreement with
Forte Software, Inc. (subsequently acquired by Sun
MicroSystems), dated July 19, 1996, as amended.
10.2 Lease Agreement with RHI Holdings, Inc., dated August 20,
1996, as amended and assigned, for property located at 45025
Aviation Drive, Dulles, Virginia.
10.3 Lease Agreement with Pratt Land, LLC, dated December 13,
1993, for property located at 1375 Ken Pratt Blvd.,
Longmont, Colorado.
10.4 Lease with Axon Solutions Limited for property located at
188 High Street, Engham, Surrey.
10.5 Form of Indemnification Agreement between Vastera, Inc. and
members of its board of directors.
10.6 1996 Stock Option Plan, as amended.
10.7 Form of Stock Option Agreement for 1996 Plan.
10.8** 2000 Employee Stock Purchase Plan.
10.9** 2000 Stock Option/Stock Issuance Plan.
10.10** Form of Stock Option Agreement for 2000 Stock Option/Stock
Issuance Plan.
10.11 IBM/OEM Software Agreement with IBM, dated March 31, 2000.
10.12 Loan Agreement with PNC Bank, National Association, dated
March 5, 1999, as amended.
10.13 Security Agreement with PNC Bank, National Association,
dated March 5, 1999, as amended.
</TABLE>
II-4
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10.14 Amended and Restated Promissory Note with PNC Bank, National
Association, dated September 15, 1999.
10.15*+ Global Trade Services Agreement with Ford Motor Company,
dated July 14, 2000.
10.16*+ Stock Transfer Agreement with Ford Motor Company, dated
July 14, 2000.
10.17*+ License Agreement with Ford Motor Company, dated July 14,
2000.
10.18*+ Salaried Employee Secondment Agreement with Ford Motor
Company, dated July 14, 2000.
10.19*+ Employee Transfer Agreement with Ford Motor Company, dated
July 14, 2000.
10.20* Guaranties with Ford Motor Company, dated July 14, 2000.
16.1 Letter from former auditors.
21.1* List of subsidiaries.
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.
24.1 Power of Attorney (contained in the signature page to this
Registration Statement).
27.1 Financial data schedule.
</TABLE>
------------------------
* Filed herewith.
** To be filed by amendment.
+ Subject to confidential treatment request.
(b) Financial Statement Schedules
Schedule I--Report of Independent Public Accountants
Schedule II--Valuation and Qualifying Accounts
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
II-5
<PAGE>
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(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.
(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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to provisions described in Item 14 above, 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.
The undersigned registrant hereby undertakes (1) to provide to the
underwriter at the closing specified in the standby underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser; (2) that for
purposes of determining any liability under the Act, 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 Act shall be
deemed to be part of this registration statement as of the time it was declared
effective; and (3) that for the purpose of determining any liability under the
Act, 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.
The undersigned registrant hereby undertakes to supplement the prospectus,
after the expiration of the subscription period, to set forth the results of the
subscription offer, the transactions by the underwriters during the subscription
period, the amount of unsubscribed securities to be purchased by the
underwriters, and the terms of any subsequent reoffering thereof. If any public
offering by the underwriters is to be made on terms differing from those set
forth on the cover page of the prospectus, a post-effective amendment will be
filed to set forth the terms of such offering.
II-6
<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 Dulles, Virginia, on August 16, 2000.
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VASTERA, INC.
By: /s/ ARJUN RISHI
-----------------------------------------
Arjun Rishi
CHIEF EXECUTIVE OFFICER
</TABLE>
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
--------- ----- ----
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/s/ ARJUN RISHI President, Chief Executive Officer and August 16, 2000
--------------------------------- Director (principal Executive
Arjun Rishi Officer)
* Chief Financial Officer (Principal August 16, 2000
--------------------------------- Financial and Accounting Officer)
Philip J. Balsamo
* Chief Operating Officer and Director August 16, 2000
---------------------------------
Mark J. Ferrer
* Director August 16, 2000
---------------------------------
Richard A. Lefebvre
* Director August 16, 2000
---------------------------------
Robert G. Barrett
* Director August 16, 2000
---------------------------------
Richard H. Kimball
* Director August 16, 2000
---------------------------------
James D. Robinson IV
* Director August 16, 2000
---------------------------------
Timothy Davenport
* Director August 16, 2000
---------------------------------
Nicolas C. Nierenberg
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* /s/ ARJUN RISHI
--------------------------------------
ATTORNEY-IN-FACT
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<PAGE>
EXHIBIT INDEX
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<S> <C>
1.1 Form of Underwriting Agreement.
3.1 Restated Certificate of Incorporation, as amended.
3.2 Form of Amended and Restated Certificate of Incorporation
(to be filed with the Delaware Secretary of State
immediately prior to the closing of the offering covered by
this Registration Statement).
3.3 Bylaws, as amended.
3.4 Form of Bylaws (to be adopted immediately prior to the
closing of the offering covered by this Registration
Statement).
4.1** Specimen common stock certificate.
4.2 Second Amended and Restated Investors' Rights Agreement,
dated November 24, 1998 as amended.
5.1** Opinion of Brobeck, Phleger & Harrison LLP.
10.1 Value-Added Reseller License and Services Agreement with
Forte Software, Inc. (subsequently acquired by Sun
Microsystems), dated July 19, 1996, as amended.
10.2 Lease Agreement with RHI Holdings, Inc., dated August 20,
1996, as amended and assigned, for property located at 45025
Aviation Drive, Dulles, Virginia.
10.3 Lease Agreement with Pratt Land, LLC, dated December 13,
1993, for property located at 1375 Ken Pratt Blvd.,
Longmont, Colorado.
10.4 Lease with Axon Solutions Limited for property located at
188 High Street, Engham, Surrey.
10.5 Form of Indemnification Agreement between Vastera, Inc. and
members of its board of directors.
10.6 1996 Stock Option Plan, as amended.
10.7 Form of Stock Option Agreement for 1996 Plan.
10.8** 2000 Employee Stock Purchase Plan.
10.9** 2000 Stock Option/Stock Issuance Plan.
10.10** Form of Stock Option Agreement for 2000 Stock Option/Stock
Issuance Plan.
10.11 IBM/OEM Software Agreement with IBM, dated March 31, 2000.
10.12 Loan Agreement with PNC Bank, National Association, dated
March 5, 1999, as amended.
10.13 Security Agreement with PNC Bank, National Association,
dated March 5, 1999, as amended.
10.14 Amended and Restated Promissory Note with PNC Bank, National
Association, dated
September 15, 1999.
10.15*+ Global Trade Services Agreement with Ford Motor Company,
dated July 14, 2000.
10.16*+ Stock Transfer Agreement with Ford Motor Company, dated July
14, 2000.
10.17*+ License Agreement with Ford Motor Company, dated July 14,
2000.
10.18*+ Salaried Employee Secondment Agreement with Ford Motor
Company, dated July 14, 2000.
10.19*+ Employee Transfer Agreement with Ford Motor Company, dated
July 14, 2000.
10.20* Guaranties with Ford Motor Company, dated July 14, 2000.
16.1 Letter from former auditors.
21.1* List of subsidiaries.
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.
24.1 Power of Attorney (contained in the signature page to this
Registration Statement).
27.1 Financial data schedule.
</TABLE>
--------------------------
* Filed herewith.
** To be filed by amendment.
+ Subject to confidential treatment request.
