<PAGE>
As filed with the Securities and Exchange Commission on April 29, 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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MPATH INTERACTIVE, INC.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
Delaware 7310 94-3217317
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
665 Clyde Avenue
Mountain View, CA 94043
(650) 429-3900
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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LINDA R. PALMOR
Chief Financial Officer
MPATH INTERACTIVE, INC.
665 Clyde Avenue
Mountain View, California 94043
(650) 429-3900
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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Copies to:
Joshua L. Green Nora L. Gibson
Jeffrey Y. Suto Lindsay C. Freeman
Heather A. Harlan BROBECK, PHLEGER & HARRISON LLP
David T. Sobota Spear Street Tower
George Kellerman One Market
VENTURE LAW GROUP San Francisco, CA 94105
A Professional Corporation
2800 Sand Hill Road
Menlo Park, CA 94025
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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. 333-72437 [X]
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
Class of Each Class Of Securities Maximum Aggregate Amount of
To Be Registered Offering Price(1) Registration Fee
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<S> <C> <C>
Common Stock, par value $.00005 per
share ............................... $8,970,000 $2,494
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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.
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 Securities and Exchange 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 Mpath Interactive, Inc. 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. 333-72437) which was declared effective by the Commission
on April 28, 1999 relating to the offering of an aggregate of 4,485,000 shares
of common stock.
CERTIFICATION
Mpath 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
April 29, 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 April 29, 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 Mountain View, State of
California on April 28, 1999.
MPATH INTERACTIVE, INC.
By: /s/ Paul Matteucci
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Paul Matteucci
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Paul Matteucci President, Chief Executive April 28, 1999
____________________________________ Officer and Director
Paul Matteucci (Principal Executive
Officer)
* Chief Financial Officer April 28, 1999
____________________________________ (Principal Financial and
Linda R. Palmor Accounting Officer)
* Director April 28, 1999
____________________________________
Brian Apgar
* Director April 28, 1999
____________________________________
James W. Breyer
* Director April 28, 1999
____________________________________
David A. Brown
* Director April 28, 1999
____________________________________
Douglas G. Carlston
* Director April 28, 1999
____________________________________
William McCall
* Director April 28, 1999
____________________________________
Gregory O'Brien
* Director April 28, 1999
____________________________________
Ruthann Quindlen
*By: /s/ Paul Matteucci April 28, 1999
__________________________________
Paul Matteucci
Attorney-in-Fact
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2
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EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Description
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<C> <S>
23.1 Consent of Independent Accountants
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-1 of our report
dated January 29, 1999, except as to Note 15, which is as of February 12, 1999,
relating to the financial statements of Mpath Interactive, Inc., which is
contained in the Registration Statement (Form S-1 No. 333-72437). We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
San Jose, CA
April 28, 1999
