<PAGE>
As filed with the Securities and Exchange Commission on November 17, 2000
Registration No. 333-48530
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STORAGENETWORKS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 7389 04-3436145
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction Classification Code Number) Identification Number)
of incorporation or
organization)
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100 Fifth Avenue
Waltham, MA 02451 (781) 434-6700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Peter W. Bell
President, Chief Executive Officer
and Chairman of the Board
StorageNetworks, Inc.
100 Fifth Avenue
Waltham, MA 02451
(781) 434-6700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
John M. Westcott, Jr., Esq. Keith F. Higgins, Esq.
Mark G. Borden, Esq. Ropes & Gray
Hale and Dorr LLP One International Place
60 State St. Boston, MA 02110
Boston, MA (617) 951-7000
(617) 526-6000
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date hereof.
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, 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,
check the following box. [_]
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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.
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<PAGE>
EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement on Form S-1 (Commission
File No. 333-48530) is being filed soley for the purpose of filing Exhibit
10.21 thereto.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
Estimated expenses (other than underwriting discounts and commissions)
payable in connection with the sale of the Common Stock offered hereby are as
follows:
<TABLE>
<S> <C>
SEC registration fee........................................... $180,680
NASD filing fee................................................ 30,500
Printing and engraving expenses................................ 150,000
Legal fees and expenses........................................ 200,000
Accounting fees and expenses................................... 50,000
Blue Sky fees and expenses (including legal fees).............. 15,000
Transfer agent and registrar fees and expenses................. 5,000
Miscellaneous.................................................. 118,820
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Total...................................................... $750,000
========
</TABLE>
StorageNetworks will bear all expenses shown above.
Item 14. Indemnification of Directors and Officers.
The Delaware General Corporation Law and StorageNetworks' charter and by-
laws provide for indemnification of StorageNetworks' directors and officers for
liabilities and expenses that they may incur in such capacities. In general,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of StorageNetworks and, with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe were
unlawful. Reference is made to StorageNetworks' charter and by-laws filed as
Exhibits 3.1 and 3.2 hereto, respectively.
The Underwriting Agreement provides that the underwriters are obligated,
under some circumstances, to indemnify directors, officers and controlling
persons of StorageNetworks against some liabilities, including liabilities
under the Securities Act of 1933, as amended (the "Securities Act"). Reference
is made to the form of Underwriting Agreement filed as Exhibit 1.1 hereto.
Item 15. Recent Sales of Unregistered Securities.
In the three years preceding the filing of this registration statement,
StorageNetworks has issued the following securities that were not registered
under the Securities Act:
(a) Issuances of Capital Stock.
Preferred Stock Issuances
Between December, 1998 and January, 1999, we issued and sold 5,000,000
shares of Series A convertible preferred stock in a private financing for a
price of $2.00 per share, or an aggregate offering price of $10,000,000. The
purchasers of these shares of Series A convertible preferred stock were Jeffrey
Casale, Richard Dyke, Greylock IX Limited Partnership, John Healy, the James P.
and Maureen P. Lampert Living Trust, Roger Marino, John McCarthy, Robin
Monleon, Robert Rinaldi, Paul Salem, William Scannel, three entities affiliated
with Sigma Partners, James Sullivan, and Mark Ward. Each share of Series A
convertible preferred stock automatically converted into four shares of common
stock upon the closing of our initial public offering ("IPO") on July 6, 2000.
II-1
<PAGE>
On July 1, 1999, we issued 10,162,596 shares of Series B convertible
preferred stock in a private financing for a price of $4.92 per share, or an
aggregate offering price of approximately $50,000,000. The purchasers of these
shares of Series B convertible preferred stock were Frank Bell, Ronald Denelle,
Greylock IX Limited Partnership, four entities affiliated with Goldman, Sachs &
Co., Andrew Hajducky, Scott Harrington, PH Ventures II, LLC, three entities
affiliated with Sigma Partners, William Schleyer and Van Wagoner Capital
Management, Inc. Each share of Series B convertible preferred stock
automatically converted into two shares of common stock upon the closing of our
IPO on July 6, 2000.
On January 20, 2000, we sold an aggregate of 6,012,843 shares of Series C
convertible preferred stock in a private financing for $17.13 per share, or an
aggregate offering price of approximately $103,000,000. The purchasers of these
shares of Series C convertible preferred stock were the Andreesen 1996 Living
Trust, Dell USA L.P., Exodus Communications, Inc., Peter Fortenbaugh, an
affiliate of Global Crossing and GlobalCenter, Michael Healy, Robert Helms,
MLS-I, LP, LLP, Bassam Mohamad, Greg Reyes, Joe Stockwell, Richard Stoltz, and
Adam Wegner. Each share of Series C convertible preferred stock automatically
converted into two shares of common stock upon the closing of our IPO on July
6, 2000.
On February 29, 2000, we sold an aggregate of 1,758,240 shares of Series D
convertible preferred stock in a private financing for $22.75 per share, or an
aggregate offering price of approximately $40,000,000. The purchasers of these
shares of Series D convertible preferred stock were Brocade Communications,
Inc., an affiliate of Compaq Computer Corporation, Network Appliance, Inc., Sun
Microsystems, Inc. and an affiliate of VERITAS Software Corporation. Each share
of Series D convertible preferred stock automatically converted into one share
of common stock upon the closing of our IPO on July 6, 2000.
Common Stock Issuances
On October 5, 1998, we sold an aggregate of 24,400,000 shares of common
stock, which number is adjusted for subsequent stock splits, to individual
accredited investors who are officers of StorageNetworks and/or members of our
board of directors for approximately $.003 per share, or an aggregate offering
price of $76,250.
Issuance of Warrants
On October 27, 1999, we issued warrants to purchase an aggregate of 130,082
shares of Series B convertible preferred stock at an exercise price of $4.92
per share to Leasing Technologies International, Lighthouse Capital Partners,
Pentech Financial Services and Silicon Valley Bank. Upon completion of our IPO,
these warrants were exercisable at an exercise price of $2.46 per share for an
aggregate of 260,164 shares of common stock.
In February, 2000, we issued warrants to purchase an aggregate of 810,000
shares of Series D convertible preferred stock at an exercise price of $22.75,
to Lycos, Yahoo!, and Merrill Lynch. Upon completion of our IPO , these
warrants were exercisable at an exercise price of $22.75 per share for an
aggregate of 810,000 shares of common stock.
As of September 30, 2000, certain of the foregoing warrants have been
exercised by the holders thereof, resulting in the issuance of an aggregate of
787,775 shares of common stock.
(b) Grants and Exercises of Stock Options.
As of September 30, 2000, StorageNetworks had outstanding options to
purchase an aggregate of 9,936,905 shares of common stock under the Amended and
Restated 1998 Stock Incentive Plan and the 2000 Stock Plan exercisable at a
weighted average exercise price of $6.00 per share. From December, 1999 to
September 30, 2000, StorageNetworks issued 1,563,426 shares of common stock
for an average purchase price of $0.73 per share pursuant to the exercise of
employee options. These options and shares were issued pursuant to Rule 701
under the Securities Act.
II-2
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No underwriters were involved in the foregoing sales of securities. Such
sales were made in reliance upon an exemption from the registration provisions
of the Securities Act set forth in Section 4(2) thereof relative to sales by an
issuer not involving any public offering or the rules and regulations
thereunder, or Rule 701 under the Securities Act.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
1.1** Form of Underwriting Agreement.
3.1* Amended and Restated Certificate of Incorporation of the
Registrant.
3.2** Amended and Restated By-laws of the Registrant.
4.1* Specimen certificate for shares of common stock.
5.1** Opinion of Hale and Dorr LLP.
10.1* Amended and Restated 1998 Stock Incentive Plan, as amended to
date.
10.2* 2000 Stock Plan.
10.3* 2000 Non-employee Director Option Plan.
10.4* Amended and Restated Sublease with Innovative Associates, Inc. for
100 Fifth Avenue, Waltham, Massachusetts dated July 6, 1999.
10.5* Lease by and between the Registrant and Prospect Hill Acquisition
Trust for 100 Fifth Avenue, Waltham, Massachusetts, dated November
8, 1999.
10.6+* Subcontractor Agreement for Professional Services between the
Registrant and EMC Corporation dated May 4, 1999.
10.7* Value Added Systems Integrator Agreement between the Registrant
and EMC Corporation dated September, 1999.
10.8+* Amendment to Value Added Systems Integrator Agreement between the
Registrant and EMC Corporation dated February 2, 2000.
10.9+* Amended and Restated Definitive Agreement for Joint Marketing and
Services between the Registrant and GlobalCenter, Inc. dated May
31, 2000.
10.10* Master Fiber Network and Colocation Services Agreement between the
Registrant and Global Crossing USA Inc. dated March 9, 1999.
10.11* Master Lease Agreement between the Registrant and Dell Financial
Services dated June 15, 1999.
10.12* Third Amended and Restated Stockholder Rights Agreement dated as
of February 29, 2000 among the Registrant and certain stockholders
of the Registrant named therein.
10.13+* Fiber Optic Network Agreement with Metromedia Fiber Network
Services Inc. dated October 8, 1999.
10.14* Employment Agreement with John Clavin dated July 19, 1999.
10.15* Severance Agreement with John Clavin, as amended, dated August 26,
1999.
10.16** Promissory Note from Michael Tardif to the Registrant, dated
August 18, 2000.
10.17* Employment Agreement with Paul C. Flanagan dated March 15, 1999.
10.18 Statement re: per share earnings (This exhibit has been omitted
because the information is shown in the financial statements or
notes thereto.)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
10.19* 2000 Employee Stock Purchase Plan.
10.20+* Agreement for Professional Services between the Registrant and
Dell Marketing L.P. dated April 27, 2000.
10.21 Hobbs Brook Office Park Lease between the Registrant and 275 Wyman
Street Trust dated July, 2000.
21.1* List of Subsidiaries.
23.1** Consent of Ernst & Young LLP.
23.2** Consent of Hale and Dorr LLP (included in Exhibit 5.1).
24.1** Power of Attorney (see page II-5).
27** Financial Data Schedule.
</TABLE>
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+Confidential materials omitted and filed separately with the SEC.
*Incorporated by reference to the Company's Registration Statement on Form S-
1 filed on March 1, 2000 (Registration No. 333-31430).
** Previously filed.
(b) Financial Statement Schedules.
Schedule II--Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore have
been omitted.
Item 17. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes (1) to provide to the
underwriters at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser; (2) that for
purposes of determining any liability under the Securities 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
Securities 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 Securities 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Waltham, Massachusetts
on November 17, 2000.
StorageNetworks, Inc.
By: /s/ Dean J. Breda
----------------------------------
Dean J. Breda
Vice President
and General Counsel
SIGNATURES
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
--------- -------- ----
<S> <C> <C>
* Chief Executive Officer, November 17, 2000
*_____________________________________ President and Director
Peter W. Bell (Principal Executive
Officer)
* Executive Vice President, November 17, 2000
______________________________________ Chief Technical Officer
William D. Miller and Director
* Executive Vice President, November 17, 2000
______________________________________ Chief Financial Officer,
Paul C. Flanagan Treasurer and Secretary
(Principal Financial and
Accounting Officer)
* Director November 17, 2000
______________________________________
Randall A. Blumenthal
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title(s) Date
--------- -------- ----
<S> <C> <C>
* Director November 17, 2000
______________________________________
Robert E. Davoli
* Director November 17, 2000
______________________________________
Harold R. Dixon
* Director November 17, 2000
______________________________________
Stephen J. Gaal
* Director November 17, 2000
______________________________________
Michael D. Lambert
* Director November 17, 2000
______________________________________
William T. Schleyer
* Director November 17, 2000
______________________________________
Roger M. Marino
</TABLE>
<TABLE>
<S> <C> <C>
By: /s/ Dean J. Breda
______________________________________
Attorney-in-fact
</TABLE>
II-6
<PAGE>
Schedule II
STORAGENETWORKS
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Additions
----------------
Balance at Charged to Deductions Balance
Beginning Costs and From at End
Description of Year Expenses Other Reserves of Year
----------- ---------- ---------- ----- ---------- -------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1999
Reserves and allowances
deducted from asset accounts:
Allowance for doubtful
accounts.................... $ 0 $75,718 $ 0 $ 0 $75,718
YEAR ENDED DECEMBER 31, 1998
Reserves and allowances
deducted from asset accounts:
Allowance for doubtful
accounts.................... $ 0 $ 0 $ 0 $ 0 $ 0
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
1.1** Form of Underwriting Agreement.
3.1* Amended and Restated Certificate of Incorporation of the
Registrant.
3.2** Amended and Restated By-laws of the Registrant.
4.1* Specimen certificate for shares of common stock.
5.1** Opinion of Hale and Dorr LLP.
10.1* Amended and Restated 1998 Stock Incentive Plan, as amended to
date.
10.2* 2000 Stock Plan.
10.3* 2000 Non-employee Director Option Plan.
10.4* Amended and Restated Sublease with Innovative Associates, Inc. for
100 Fifth Avenue, Waltham, Massachusetts dated July 6, 1999.
10.5* Lease by and between the Registrant and Prospect Hill Acquisition
Trust for 100 Fifth Avenue, Waltham, Massachusetts, dated November
8, 1999.
10.6+* Subcontractor Agreement for Professional Services between the
Registrant and EMC Corporation dated May 4, 1999.
10.7* Value Added Systems Integrator Agreement between the Registrant
and EMC Corporation dated September, 1999.
10.8+* Amendment to Value Added Systems Integrator Agreement between the
Registrant and EMC Corporation dated February 2, 2000.
10.9+* Amended and Restated Agreement for Joint Marketing and Services
between the Registrant and GlobalCenter Inc. dated May 31, 2000.
10.10* Master Fiber Network and Colocation Services Agreement between the
Registrant and Global Crossing USA Inc. dated May 31, 2000.
10.11* Master Lease Agreement between the Registrant and Dell Financial
Services dated June 15, 1999.
10.12* Third Amended and Restated Stockholder Rights Agreement dated as
of February 29, 2000 among the Registrant and certain stockholders
of the Registrant named therein.
10.13+* Fiber Optic Network Agreement with Metromedia Fiber Network
Services Inc. dated October 8, 1999.
10.14* Employment Agreement with John Clavin dated July 19, 1999.
10.15* Severance Agreement with John Clavin, as amended, dated August 26,
1999.
10.16** Promissory Note from Michael Tardif to the Registrant, dated
August 15, 2000.
10.17* Employment Agreement with Paul C. Flanagan dated March 15, 1999.
10.18 Statement re: per share earnings (This exhibit has been omitted
because the information is shown in the financial statements or
notes thereto.)
10.19* 2000 Employee Stock Purchase Plan.
10.20+* Agreement for Professional Services between the Registrant and
Dell Marketing L.P. dated April 27, 2000.
10.21 Hobbs Brook Office Park Lease between the Registrant and 275 Wyman
Street Trust dated July, 2000.
21.1* List of Subsidiaries.
23.1** Consent of Ernst & Young LLP.
23.2** Consent of Hale and Dorr LLP (included in Exhibit 5.1).
24.1** Power of Attorney (see page II-5).
27** Financial Data Schedule.
</TABLE>
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+Confidential materials omitted and filed separately with the SEC.
*Incorporated by reference to the Company's Registration Statement on Form S-
1 filed on March 1, 2000 (Registration No. 333-31430).
** Previously filed.
