<PAGE>
As filed with the Securities and Exchange Commission on April 21, 2000
Registration No. 333-83443
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
Netcentives Inc.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 7389 93-1213291
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
475 Brannan Street
San Francisco, CA 94107
(415) 538-1888
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
__________________
West Shell, III
Chairman and Chief Executive Officer
Netcentives Inc.
475 Brannan Street
San Francisco, CA 94107
(415) 538-1888
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Craig W. Johnson Mark A. Bertelsen
Elias J. Blawie Jose F. Macias
Sanjay K. Khare Betsey Sue
Matthew Oshinsky Melissa V. Hollatz
VENTURE LAW GROUP WILSON SONSINI GOODRICH & ROSATI
A Professional Corporation Professional Corporation
2800 Sand Hill Road 650 Page Mill Road
Menlo Park, California 94025 Palo Alto, California 94304
(415) 854-4488 (650) 493-9300
__________________
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 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 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. [_]
__________________
<PAGE>
The Registrant hereby withdraws from registration 564,063 shares of its
Common Stock registered to cover an over-allotment option granted to the
Underwriters, which option was not exercised and has expired. The Registration
Statement is hereby amended, as appropriate, to reflect the expiration of such
option.
-1-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on this 21st day
of April, 2000.
NETCENTIVES, INC.
By: /s/ West Shell, III
----------------------------------------
West Shell, III
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated on April 21, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ West Shell, III Chairman of the Board of Directors and Chief
- ----------------------------------------------------- Executive Officer (Principal Executive Officer)
West Shell, III
/s/ John F. Longinotti Executive Vice President, Operations and Chief
- ----------------------------------------------------- Financial Officer (Principal Financial and
John F. Longinotti Accounting Officer)
* Director
- -----------------------------------------------------
Stewart Alsop
* Director
- -----------------------------------------------------
Tom Byers
* Director
- -----------------------------------------------------
Eric W. Tilenius
* Director
- -----------------------------------------------------
Virginia M. Turezyn
* Director
- -----------------------------------------------------
Wendell G. Van Auken
* Director
- -----------------------------------------------------
Sergio Zyman
</TABLE>
*By: /s/ West Shell, III
--------------------
West Shell, III
Attorney-in-Fact
