<PAGE>
As filed with the Securities and Exchange Commission on March 19, 1999
Registration No. 333-71177
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
Amendment No. 3 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
AUTOWEB.COM, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 7549 77-0412737
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) identification no.)
</TABLE>
----------------
3270 Jay Street, Building 6
Santa Clara, California 95054
(408) 554-9552
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
----------------
Samuel M. Hedgpeth III
Vice President, Finance and Administration
Autoweb.com, Inc.
3270 Jay Street, Building 6
Santa Clara, California 95054
(408) 554-9552
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
Copies to:
Laird H. Simons III, Esq. Mark A. Bertelsen, Esq.
William R. Schreiber, Esq. Jose F. Macias, Esq.
John F. Platz, Esq. S. Dawn Smith, Esq.
Dorothy L. Hines, Esq. Mark Hooshmand, Esq.
Thomas J. Hall, Esq. Wilson Sonsini Goodrich & Rosati
Fenwick & West LLP Professional Corporation
Two Palo Alto Square 650 Page Mill Road
Palo Alto, California 94306 Palo Alto, California 94304-1050
(650) 494-0600 ---------------- (650) 493-9300
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
----------------
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 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 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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.
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- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
The sole purpose of this Amendment No. 3 is to amend an exhibit to the
Registration Statement. No changes have been made to the text of the
Registration Statement other than to Item 16 (Exhibits and Financial Statement
Schedules).
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses to be paid by
Autoweb.com in connection with the sale of the shares of common stock being
registered hereby. All amounts are estimates except for the Securities and
Exchange Commission registration fee, the NASD filing fee and the Nasdaq
National Market filing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........... $ 19,182
NASD filing fee............................................... 6,900
Nasdaq National Market filing fee............................. 95,000
Accounting fees and expenses.................................. 200,000
Legal fees and expenses....................................... 395,000
Road show expenses............................................ 30,000
Printing and engraving expenses............................... 175,000
Blue sky fees and expenses.................................... 10,000
Transfer agent and registrar fees and expenses................ 5,000
Miscellaneous................................................. 63,918
----------
Total....................................................... $1,000,000
==========
</TABLE>
ITEM 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act").
As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability:
. for any breach of the director's duty of loyalty to the Registrant or
its stockholders,
. for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law,
. under section 174 of the Delaware General Corporation Law (regarding
unlawful dividends and stock purchases), or
. for any transaction from which the director derived an improper personal
benefit.
As permitted by the Delaware General Corporation Law, the Registrant's
Bylaws provide that:
. the Registrant is required to indemnify its directors and officers to
the fullest extent permitted by the Delaware General Corporation Law,
subject to certain very limited exceptions,
. the Registrant may indemnify its other employees and agents as set forth
in the Delaware General Corporation Law,
. the Registrant is required to advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding to the
fullest extent permitted by the Delaware General Corporation Law,
subject to certain very limited exceptions, and
. the rights conferred in the Bylaws are not exclusive.
II-1
<PAGE>
The Registrant intends to enter into Indemnification Agreements with each of
its current directors and officers to give such directors and officers
additional contractual assurances regarding the scope of the indemnification
set forth in the Registrant's Certificate of Incorporation and to provide
additional procedural protections. At present, there is no pending litigation
or proceeding involving a director, officer or employee of the Registrant
regarding which indemnification is sought, nor is the Registrant aware of any
threatened litigation that may result in claims for indemnification.
Reference is also made to Section 7 of the Underwriting Agreement, which
provides for the indemnification of officers, directors and controlling persons
of the Registrant against certain liabilities. The indemnification provision in
the Registrant's Certificate of Incorporation, Bylaws and the Indemnity
Agreements entered into between the Registrant and each of its directors and
officers may be sufficiently broad to permit indemnification of the
Registrant's directors and officers for liabilities arising under the
Securities Act.
The Registrant maintains directors' and officers' liability insurance and
expects to obtain a rider to such coverage for securities matters.
See also the undertakings set out in response to Item 17.
Reference is made to the following documents filed as exhibits to this
Registration Statement regarding relevant indemnification provisions described
above and elsewhere herein:
<TABLE>
<CAPTION>
Exhibit Document Number
---------------- ------
<S> <C>
Underwriting Agreement (draft dated March 15, 1999)................ 1.01
Registrant's Certificate of Incorporation.......................... 3.01
Registrant's Bylaws................................................ 3.02
Amended and Restated Rights Agreement dated October 16, 1998....... 4.02
Form of Indemnity Agreement........................................ 10.01
</TABLE>
ITEM 15. Recent Sales of Unregistered Securities.
The following table sets forth information regarding all securities sold by
the Registrant since its incorporation on October 3, 1995. The numbers of
shares reflect a 3-for-2 stock split of the Registrant's common stock and
preferred stock to be effected in connection with the Registrant's
reincorporation prior to the effectiveness of this offering.
<TABLE>
<CAPTION>
Aggregate Purchase
Price
Title of Number of and Form of
Class of Purchasers Date of Sale Securities Securities Consideration
- ------------------- ------------ ---------- ---------- --------------------
<S> <C> <C> <C> <C> <C>
Farhang and Payam Zamani 10/17/95 Common Stock 7,200,000 -- Assets and
liabilities
of
predecessor
partnership
On Word Information, 06/05/96 Series A 1,270,503(1) $150,000 Cash
Inc. Mandatorily
Redeemable
Convertible
Preferred Stock
On Word Information, 03/24/97 Common Stock 594,360 $70,002 Past
Inc. services
Farhang and Payam Zamani 05/21/97 Series A 933,944(1)(2) $110,000 Conversion
Mandatorily of Loans
Redeemable
Convertible
Preferred Stock
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Aggregate Purchase
Price
Title of Number of and Form of
Class of Purchasers Date of Sale Securities Securities Consideration
- ------------------- ------------ ---------- ---------- ----------------------
<S> <C> <C> <C> <C> <C>
On Word Information, 06/25/97 Series A 813,106(1) $95,773 Cash
Inc. Mandatorily
Redeemable
Convertible
Preferred Stock
Chatsworth Capital 06/25/97 Warrant to -- -- --
Corporation purchase 135,901
shares of Common
Stock
One venture capital firm 06/26/97 Series B 2,448,445(1) $5,000,000 Cash
and a group of investors Mandatorily
Redeemable
Convertible
Preferred Stock
AutoKey Internet 01/22/98 Common Stock 14,706 $12,745 Purchase of
Communications Ltd Intangibles
Five affiliated venture 05/08/98 Series C 2,369,967(1) $5,000,002 Cash
capital firms Mandatorily
Redeemable
Convertible
Preferred Stock
Three venture capital 10/16/98 Series D 859,859(1) $2,035,002 Cash
firms Mandatorily
Redeemable
Convertible
Preferred Stock
CivicBanCorp 10/15/98 Warrant to -- -- --
purchase 24,037
shares of Common
Stock
Individual consultant 11/8/98 Common Stock 16,032 $53,440 Past
services
Chatsworth Capital 11/24/98 Common Stock 15,000 $50,000 Past
Corporation services
17 employee/ optionees Through Common Stock 499,475 $182,471 Cash and
February 28, 1999 (option exercises) promissory
notes
One officer/director 1/25/99 Series D 395,661(1) $936,398 Cash and
Mandatorily Promissory
Redeemable note
Convertible
Preferred Stock
(option exercise)
</TABLE>
- ---------------------
(1) Each share of Series A, Series B, Series C and Series D Preferred Stock
will convert automatically into 1.0, 1.85, 1.15 and 1.0 shares of common
stock, respectively, upon the consummation of this offering.
(2) 543,073 and 84,507 of these shares were repurchased by the Registrant on
May 7, 1998 and October 7, 1998, respectively.
---------------------
All sales of common stock made pursuant to the exercise of stock options
were made in reliance on Rule 701 under the Securities Act or on Section 4(2)
of the Securities Act.
II-3
<PAGE>
All other sales were made in reliance on Section 4(2) of the Securities Act
and/or Regulation D promulgated under the Securities Act. These sales were made
without general solicitation or advertising. Each purchaser was a sophisticated
investor with access to all relevant information necessary to evaluate the
investment and represented to the Registrant that the shares were being
acquired for investment.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed herewith:
<TABLE>
<CAPTION>
NUMBER EXHIBIT TITLE
------ -------------
<C> <S>
1.01 Form of Underwriting Agreement (draft dated March 15, 1999).**
2.01 Agreement and Plan of Merger between Autoweb.com, Inc., a California
corporation and Registrant.**
3.01 Registrant's Certificate of Incorporation.**
3.02 Registrant's Bylaws.**
3.03 Registrant's Certificate of Retirement of preferred stock.**
3.04 Registrant's Certificate of Designation of preferred stock.**
4.01 Form of Specimen Certificate for Registrant's common stock.**
4.02 Amended and Restated Rights Agreement dated October 16, 1998 between
Registrant and certain stockholders named therein.**
5.01 Opinion of Fenwick & West LLP regarding legality of the securities
being registered.*
10.01 Form of Indemnity Agreement between Registrant and each of its
directors and executive officers.**
10.02 Form of Series A Preferred Stock Purchase Agreement by and among
Registrant, Farhang and Payam Zamani, and corresponding Form of
Amendment to Investors Rights Agreement by and among Registrant, On
Word Information, Inc. and Farhang and Payam Zamani.**
10.03 Stock Repurchase Agreement dated May 7, 1998 between Registrant and
Farhang Zamani.**
10.04 Stock Repurchase Agreement dated May 7, 1998 between Registrant and
Payam Zamani.**
10.05 Stock Repurchase Agreement dated October 7, 1998 between Registrant and
Farhang Zamani.**
10.06 Stock Repurchase Agreement dated October 7, 1998 between Registrant and
Payam Zamani.**
10.07 Offer Letter dated December 16, 1998 by Registrant to Dean A.
DeBiase.**
10.08 Offer Letter dated August 19, 1997 by Registrant to Samuel M. Hedgpeth
III.**
10.09 Employment Agreement dated May 4, 1998 between Registrant and Samuel M.
Hedgpeth III.**
10.10 Offer Letter dated November 9, 1998 by Registrant to Robert M.
Shapiro.**
10.11 Offer Letter dated July 28, 1997 by Registrant to Michelle Hickford.**
10.12 Offer Letter dated December 18, 1997 by Registrant to David L. Greene,
as amended December 11, 1998.**
10.13 Lease Agreement dated August 27, 1997 by and among Boyd C. Smith,
Trustee, Louis B. Sullivan, Trustee and Registrant (related to
Registrant's facilities at 3270 Jay Street).**
10.14 Loan Agreement and Commercial Security Agreement, each dated December
15, 1997, between Registrant and CivicBank of Commerce.**
10.15 Form of Senior Loan and Security Agreement dated March 20, 1998 between
Registrant and Phoenix Leasing Incorporated.**
10.16 New & Pre-Owned Car Agreement dated June 17, 1998 between Registrant
and Republic Industries, Inc.**/***
10.17 Services Agreement dated January 21, 1998, as amended January 5, 1999,
between Registrant and State Farm Mutual Automobile Insurance
Company.**/***
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Number Exhibit Title
------ -------------
<C> <S>
10.18 Services Agreement dated July 15, 1998 between Registrant and State
Farm Mutual Automobile Insurance Company.**/***
10.19 Advertising and Promotion Agreement dated December 17, 1998 between
Registrant and Yahoo! Inc.**/***
10.20 Registrant's 1997 Stock Option Plan and related documents.**
10.21 Registrant's 1999 Equity Incentive Plan and related documents.**
10.22 Registrant's 1999 Directors Stock Option Plan and related documents.**
10.23 Registrant's 1999 Employee Stock Purchase Plan.**
10.24 Promissory notes from Dean DeBiase to Registrant.**
10.25 Offer Letter dated January 19, 1999 by Registrant to Garret R.
Mullins.**
10.26 Offer Letter dated February 9, 1999 by Registrant to Gordon H. Kass.**
10.27 Offer Letter dated February 19, 1999 by Registrant to Catherine Y.
Gordon.**
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).*
23.02 Consent of PricewaterhouseCoopers LLP, independent accountants.**
24.01 Power of Attorney.**
24.02 Power of Attorney of Peter S. Sealey.**
27.01 Financial Data Schedule.**
</TABLE>
- --------
* Supplied with this Amendment No. 3.
** Previously filed.
*** Confidential treatment has been requested with regard to certain portions
of this document. Such portions were filed separately with the Securities
and Exchange Commission.
(b) The following financial statement schedule is filed herewith:
Schedule II--Valuation and Qualifying Accounts
Other financial statement schedules are omitted because the information
called for is not required or is shown either in the financial statements or
the notes thereto.
ITEM 17. Undertakings.
The undersigned Registrant hereby undertakes 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.
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 under 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.
II-5
<PAGE>
The undersigned Registrant hereby undertakes that:
(1) 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.
(2) 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-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment No. 3 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santa
Clara, State of California, on the 19th day of March, 1999.
AUTOWEB.COM, INC.
Dean A. DeBiase*
By: _____________________________________
Dean A. DeBiase
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Amendment No. 3 to
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
Principal Executive Officer:
Dean A. DeBiase* President, Chief Executive March 19, 1999
______________________________________ Officer and Director
Dean A. DeBiase
Principal Financial Officer and
Principal Accounting Officer:
/s/ Samuel M. Hedgpeth III Vice President, Finance March 19, 1999
______________________________________ and Administration and
Samuel M. Hedgpeth III Chief Financial Officer
Additional Directors:
Mark N. Diker* Director March 19, 1999
______________________________________
Mark N. Diker
Jay C. Hoag* Director March 19, 1999
______________________________________
Jay C. Hoag
Mark R. Ross* Director March 19, 1999
______________________________________
Mark R. Ross
Peter S. Sealey* Director March 19, 1999
______________________________________
Peter S. Sealey
Farhang Zamani* Director March 19, 1999
______________________________________
Farhang Zamani
Payam Zamani* Director March 19, 1999
______________________________________
Payam Zamani
</TABLE>
/s/ Samuel M. Hedgpeth III
*By: _________________________
Samuel M. Hedgpeth III
Attorney-in-Fact
II-7
<PAGE>
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Balance at Balance
Beginning Additions at End
of Year (Reductions) Write-offs of Year
---------- ------------ ---------- -------
(In thousands)
<S> <C> <C> <C> <C>
Allowance for doubtful accounts:
Year ended December 31, 1996..... $ 0 $ 20 $ 0 $ 20
Year ended December 31, 1997..... 20 45 0 65
Year ended December 31, 1998..... 65 429 4 498
Valuation allowance for deferred
tax assets:
Year ended December 31, 1996..... 0 405 0 405
Year ended December 31, 1997..... 405 780 0 1,185
Year ended December 31, 1998..... 1,185 2,379 0 3,564
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER EXHIBIT TITLE
------ -------------
<C> <S>
1.01 Form of Underwriting Agreement (draft dated March 15, 1999).**
2.01 Agreement and Plan of Merger between Autoweb.com, Inc., a California
corporation and Registrant.**
3.01 Registrant's Certificate of Incorporation.**
3.02 Registrant's Bylaws.**
3.03 Registrant's Certificate of Retirement of preferred stock.**
3.04 Registrant's Certificate of Designation of preferred stock.**
4.01 Form of Specimen Certificate for Registrant's common stock.**
4.02 Amended and Restated Rights Agreement dated October 16, 1998 between
Registrant and certain stockholders named therein.**
5.01 Opinion of Fenwick & West LLP regarding legality of the securities
being registered.*
10.01 Form of Indemnity Agreement between Registrant and each of its
directors and executive officers.**
10.02 Form of Series A Preferred Stock Purchase Agreement by and among
Registrant, Farhang and Payam Zamani, and corresponding Form of
Amendment to Investors Rights Agreement by and among Registrant, On
Word Information, Inc. and Farhang and Payam Zamani.**
10.03 Stock Repurchase Agreement dated May 7, 1998 between Registrant and
Farhang Zamani.**
10.04 Stock Repurchase Agreement dated May 7, 1998 between Registrant and
Payam Zamani.**
10.05 Stock Repurchase Agreement dated October 7, 1998 between Registrant and
Farhang Zamani.**
10.06 Stock Repurchase Agreement dated October 7, 1998 between Registrant and
Payam Zamani.**
10.07 Offer Letter dated December 16, 1998 by Registrant to Dean A.
DeBiase.**
10.08 Offer Letter dated August 19, 1997 by Registrant to Samuel M. Hedgpeth
III.**
10.09 Employment Agreement dated May 4, 1998 between Registrant and Samuel M.
Hedgpeth III.**
10.10 Offer Letter dated November 9, 1998 by Registrant to Robert M.
Shapiro.**
10.11 Offer Letter dated July 28, 1997 by Registrant to Michelle Hickford.**
10.12 Offer Letter dated December 18, 1997 by Registrant to David L. Greene,
as amended December 11, 1998.**
10.13 Lease Agreement dated August 27, 1997 by and among Boyd C. Smith,
Trustee, Louis B. Sullivan, Trustee and Registrant (related to
Registrant's facilities at 3270 Jay Street).**
10.14 Loan Agreement and Commercial Security Agreement, each dated December
15, 1997, between Registrant and CivicBank of Commerce.**
10.15 Form of Senior Loan and Security Agreement dated March 20, 1998 between
Registrant and Phoenix Leasing Incorporated.**
10.16 New & Pre-Owned Car Agreement dated June 17, 1998 between Registrant
and Republic Industries, Inc.**/***
10.17 Services Agreement dated January 21, 1998, as amended January 5, 1999,
between Registrant and State Farm Mutual Automobile Insurance
Company.**/***
10.18 Services Agreement dated July 15, 1998 between Registrant and State
Farm Mutual Automobile Insurance Company.**/***
10.19 Advertising and Promotion Agreement dated December 17, 1998 between
Registrant and Yahoo! Inc.**/***
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number Exhibit Title
------ -------------
<C> <S>
10.20 Registrant's 1997 Stock Option Plan and related documents.**
10.21 Registrant's 1999 Equity Incentive Plan and related documents.**
10.22 Registrant's 1999 Directors Stock Option Plan and related documents.**
10.23 Registrant's 1999 Employee Stock Purchase Plan.**
10.24 Promissory notes from Dean DeBiase to Registrant.**
10.25 Offer Letter dated January 19, 1999 by Registrant to Garret R.
Mullins.**
10.26 Offer Letter dated February 9, 1999 by Registrant to Gordon H. Kass.**
10.27 Offer Letter dated February 19, 1999 by Registrant to Catherine Y.
Gordon.**
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).*
23.02 Consent of PricewaterhouseCoopers LLP, independent accountants.**
24.01 Power of Attorney.**
24.02 Power of Attorney of Peter S. Sealey.**
27.01 Financial Data Schedule.**
</TABLE>
- --------
* Supplied with this Amendment No. 3.
** Previously filed.
*** Confidential treatment has been requested with regard to certain portions
of this document. Such portions were filed separately with the Securities
and Exchange Commission.
<PAGE>
EXHIBIT 5.01
------------
March 16, 1999
Autoweb.com, Inc.
3270 Jay Street, Building 6
Santa Clara, California 95054
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-1
(File Number 333-71177) (the "Registration Statement") filed by you with the
Securities and Exchange Commission (the "Commission") on or about January 26,
1999, as subsequently amended, in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of an aggregate of 5,000,000
shares of your Common Stock (the "Stock"), 100,000 shares of which are presently
issued and outstanding and will be sold by certain selling stockholders (the
"Selling Stockholders").
In rendering this opinion, we have examined the following:
1) your registration statement on Form 8-A filed with the Commission on
March 16, 1999 (the "1934 Act Registration Statement");
2) the Registration Statement, together with the Exhibits filed as a part
thereof;
3) the Prospectuses prepared in connection with the Registration
Statement;
4) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in your minute
books and the minute books of your predecessor, Autoweb.com, Inc., a
California corporation ("Autoweb California"), that you have provided
us;
5) the stock records for both you and Autoweb California that you have
provided to us (consisting of a list of stockholders dated January 12,
1999 and a list of option holders as of December 31, 1998 respecting
your capital and of any rights to purchase capital stock, each of
which was prepared by Gray Cary Ware & Friedenrich, your former
counsel, and each of which you have represented to us are true and
complete as of their dates and which we have updated based upon
information provided by you);
6) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations;
<PAGE>
March 16, 1999
Page -2-
7) The Assignment Agreement under which the Selling Stockholders acquired
the Stock to be sold by them as described in the Registration
Statement; and
8) the Custody Agreement, Transmittal Letter and Powers of Attorney
signed by the Selling Stockholders in connection with the sale of
Stock described in the Registration Statement.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all natural persons
executing the same, the lack of any undisclosed termination, modification,
waiver or amendment to any document reviewed by us (except for you and the
Selling Stockholders) and the due authorization (except for you and the
Selling Stockholders), execution and delivery of all documents where due
authorization, execution and delivery are prerequisites to the effectiveness
thereof.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from records referred to
above. We have made no independent investigation or other attempt to verify the
accuracy of any of such information or to determine the existence or non-
existence of any other factual matters; however, we are not aware of any facts
-------
that would cause us to believe that the opinion expressed herein is not
accurate.
We are admitted to practice law in the State of California, and we express
no opinion herein with respect to the application or effect of the laws of any
jurisdiction other than the existing laws of the United States of America and
the State of California and the existing Delaware corporation law.
In connection with our opinion expressed below, we have assumed that, at or
prior to the time of the delivery of any shares of Stock, the Registration
Statement will have been declared effective under the Act, that the registration
will apply to such shares of Stock and will not have been modified or rescinded,
that the 1934 Act Registration Statement will have become effective and that
there will not have occurred any change in law affecting the validity or
enforceability of such shares of Stock.
Based upon the foregoing, it is our opinion that the 100,000 shares of
Stock to be sold by the Selling Stockholders pursuant to the Registration
Statement are validly issued, fully paid and nonassessable and that the up to
4,900,000 shares of Stock to be issued and sold by you, when issued and sold in
accordance with and in the manner referred to in the relevant Prospectus
associated with the Registration Statement, will be validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
2
<PAGE>
March 16, 1999
Page -3-
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof after the
time of effectiveness of the Registration Statement. This opinion is intended
solely for your use as an exhibit to the Registration Statement for the purpose
of the above sale of the Stock and is not to be relied upon for any other
purpose.
Very truly yours,
FENWICK & WEST LLP
/s/ Laird S. Simons
By: __________________________
Laird S. Simons
3
