<PAGE>
As filed with the Securities and Exchange Commission on May 4, 1999
Registration No. 333-
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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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FLYCAST COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 7319 77-0431028
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification Number)
Incorporation or Classification Code
Organization) Number)
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181 Fremont Street
San Francisco, California 94105
(415) 977-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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George R. Garrick, Chairman of the Board, Chief Executive Officer and President
FLYCAST COMMUNICATIONS CORPORATION
181 Fremont Street
San Francisco, California 94105
(415) 977-1000
(Name, Address Including Zip Code, and Telephone Number Including Area Code, of
Agent for Service)
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Copies to:
Jeffrey Y. Suto Laird H. Simons III
Alissa W. Lee Katherine Tallman Schuda
Scott S. Ring Nicholas S. Khadder
VENTURE LAW GROUP FENWICK & WEST LLP
A Professional Corporation Two Palo Alto Square
2800 Sand Hill Road Palo Alto, CA 94306
Menlo Park, CA 94025 (650) 494-0600
(650) 854-4488
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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.
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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] 333-71909
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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<TABLE>
<CAPTION>
Title Of Each Class Of Securities Proposed Maximum Aggregate
To Be Registered Offering Price (1) Amount Of Registration Fee
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<S> <C> <C>
Common Stock, par value
$0.0001........................ $6,900,000 $1,919
</TABLE>
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act.
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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 this 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>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act") by Flycast Communications
Corporation. In accordance with Rule 429 under the Securities Act, this
Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-1 (Registration No. 333-71909) which was
declared effective by the Commission on May 3, 1999 relating to the offering of
an aggregate of 3,450,000 shares of common stock.
CERTIFICATION
Flycast Communications Corporation hereby certifies to the Commission that:
. it has instructed its bank to pay the Commission the filing fee set
forth on the cover page of this Registration Statement by a wire
transfer of the filing fee amount to the Commission's account at Mellon
Bank as soon as practicable (but no later than the close of business on
May 4, 1999);
. it will not revoke these instructions;
. it has sufficient funds in the relevant account to cover the amount of
the filing fee; and
. it will confirm receipt of these instructions by its bank during the
bank's regular business hours no later than May 4, 1999.
<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 the city of San Francisco, State of
California on May 4, 1999.
FLYCAST COMMUNICATIONS CORPORATION
/s/ George R. Garrick
By: __________________________________
George R. Garrick
Chairman of the Board, Chief
Executive Officer and President
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:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ George R. Garrick Chairman of the May 4, 1999
- ------------------------------------ Board, Chief
George R. Garrick Executive Officer
and President
(Principal
Executive Officer)
* Chief Financial May 4, 1999
- ------------------------------------ Officer and
Ralph J. Harms Assistant
Secretary
(Principal
Financial and
Accounting
Officer)
* Director May 4, 1999
- ------------------------------------
David J. Cowan
* Director May 4, 1999
- ------------------------------------
Ted R. Dintersmith
* Director May 4, 1999
- ------------------------------------
Howard Draft
* Director May 4, 1999
- ------------------------------------
Gary Prophitt
* Director May 4, 1999
- ------------------------------------
Michael D. Solomon
/s/ George R. Garrick May 4, 1999
*By:________________________________
George R. Garrick
Attorney-in-fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description
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<C> <S>
23.1 Independent Auditors' Consent.
</TABLE>
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the references to our firm under the captions "Experts" and
"Change in Accountants" and to the use of our report dated February 3, 1999
(March 30, 1999 as to the last paragraph of Note 8) in the Registration
Statement (Form S-1 No. 333-71909) incorporated by reference into this
Registration Statement filed under Rule 462(b) by Flycast Communications
Corporation.
/s/ Deloitte & Touche LLP
San Jose, California
May 4, 1999
