<PAGE>
As filed with the Securities and Exchange Commission on February 8, 2000.
Registration No. 333---94707
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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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LIFEMINDERS.COM, INC.
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
Delaware 7311 52-1990403
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
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1110 Herndon Parkway
Herndon, VA 20170
(703) 707-8261
(Address, including zip code, and telephone number, including area code,of
registrant's principal executive offices)
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Stephen R. Chapin, Jr.
President and Chief Executive Officer
LifeMinders.com, Inc.
1110 Herndon Parkway
Herndon, VA 20170
(703) 707-8261
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
<TABLE>
<S> <C>
Stephen A. Riddick Michael R. Lincoln
Stephen J. Bolin Sidney R. Smith
Stephanie Miranda Pries Rob C. Masri
Brobeck, Phleger & Harrison LLP Cooley Godward LLP
701 Pennsylvania Avenue 2002 Edmund Halley Drive
Suite 220 Suite 300
Washington, DC 20004 Reston, VA 20191-3436
(202) 220-6000 (703) 262-8000
</TABLE>
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, as amended, 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] 333-94707
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
<TABLE>
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<CAPTION>
Title of Each Class of Proposed Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee(2)
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<S> <C> <C> <C> <C>
Common stock, par value
$0.01 per share........ 345,000 $ 33.00 $11,385,000 $3,006
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</TABLE>
(1) Includes 45,000 shares of common stock which may be purchased by the
underwriters to cover over-allotments, if any.
(2) Fee paid by application of balance of fees on hand at the SEC from
Registration No. 333-94707.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-1 filed by LifeMinders.com, Inc. (Reg. No. 333-94707)
pursuant to the Securities Act of 1933, as amended, and declared effective on
February 7, 2000, including the exhibits, is incorporated by reference into
this Registration Statement.
<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 Herndon, Virginia on the 8th day of
February 2000.
LIFEMINDERS.COM, INC.
/s/ Stephen R. Chapin, Jr.
By: _________________________________
Stephen R. Chapin, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen R. Chapin, Jr. Chairman of the Board February 8, 2000
______________________________________ President and Chief
Stephen R. Chapin, Jr. Executive Officer
(Principal Executive
Officer)
/s/ Joseph S. Grabias Vice President and Chief February 8, 2000
______________________________________ Financial Officer
Joseph S. Grabias (Principal Financial
Officer)
* Director February 8, 2000
______________________________________
E. Rogers Novak, Jr.
* Director February 8, 2000
______________________________________
B. Gene Riechers
* Director February 8, 2000
______________________________________
Douglas A. Lindgren
* Director February 8, 2000
______________________________________
Philip D. Black
* Director February 8, 2000
______________________________________
</TABLE> Jonathan B. Bulkeley
/s/ Stephen R. Chapin, Jr.
*By: ____________________________
Stephen R. Chapin, Jr.
Attorney-in-fact pursuant to
Powers of Attorney previously
filed.
<PAGE>
INDEX TO EXHIBITS
All exhibits filed with Registration Statement No. 333-94707 are
incorporated by reference into, and shall be deemed a part of, this
registration statement, except the following which are filed herewith.
<TABLE>
<CAPTION>
Exhibit
Number Document Description
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<C> <S>
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of Pricewaterhouse Coopers LLP, independent accountants
23.2 Consent of Brobeck, Phleger & Harrison LLP (contained in Exhibit 5.1)
</TABLE>
<PAGE>
EXHIBIT 5.1
[Letterhead of Brobeck, Phleger & Harrison LLP]
February 8, 2000
LifeMinders.com, Inc.
1110 Herndon Parkway
Herndon, VA 20170
Re: LifeMinders.com, Inc. Registration Statement on
Form S-1 for 345,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to LifeMinders.com, Inc., a Delaware corporation
(the "Company"), in connection with the registration of 345,000 shares, par
value $0.01 per share (the "Shares") of the Company's Common Stock (the
"Shares") pursuant to Rule 462(b) of the Securities Act of 1933, as amended
(the "Act") on a Registration Statement filed on February 8, 2000 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") under the Act.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the issuance and sale of
the Shares. Based on such review, we are of the opinion that the Shares have
been duly authorized, and if, as and when issued in accordance with the
Registration Statement and the related prospectus (as amended and supplemented
through the date of issuance) will be legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section
7 of the Act, the rules and regulations of the Securities and Exchange
Commission promulgated thereunder, or Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or
the Shares.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
By: /s/ Brobeck, Phleger & Harrison
LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the Incorporation By Reference in this Post-Effective
Amendment to the Registration Statement on Form S-1 (File No. 333-94707) of
Lifeminders.Com, Inc. of our report dated October 21, 1999 related to the
financial statements of Lifeminders.Com, Inc. at December 31, 1997, 1998 and
September 30, 1999 and for the period August 9, 1996 (date of inception) to
December 31, 1996, for each of the two years in the period ended December 31,
1998 and for each of the nine month periods ended September 30, 1998 and 1999.
We also consent to the reference of our firm under the headings "Selected
Financial Information" and "Experts".
PricewaterhouseCoopers LLP
McLean, Virginia
February 7, 2000
