<PAGE>
As filed with the Securities and Exchange Commission on November 19, 1999
Registration No. 333-87433
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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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SciQuest.com, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 5199 56-2127592
(State or other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification Number)
Incorporation or Classification Code
Organization) Number)
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5151 McCrimmon Parkway, Suite 208
Morrisville, North Carolina 27560
(919) 659-2100
(Address, Including Zip Code and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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M. Scott Andrews
President and Chief Executive Officer
SciQuest.com, Inc.
5151 McCrimmon Parkway, Suite 208
Morrisville, North Carolina 27560
(919) 659-2100
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copies to:
Grant W. Collingsworth, Fred D. Hutchison, Esq. Alexander D. Lynch, Esq.
Esq. Helga L. Leftwich, Esq. Babak Yaghmaie, Esq.
James H. Sinnott, Esq. Hutchison & Mason PLLC Brobeck, Phleger &
Morris, Manning & 3110 Edwards Mill Road Harrison LLP
Martin, L.L.P. Suite 100 1633 Broadway, 47th
1600 Atlanta Financial Raleigh, North Carolina Floor
Center 27612 New York, New York 10019
3343 Peachtree Road,
N.E.
Atlanta, Georgia 30326
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") please 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] Registration
Statement No. 333-87433
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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. [_]
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>
Proposed
Maximum
Offering Price Proposed Maximum
Title of each Class of Amount Per Aggregate Offering Amount of
Securities to be Registered Registered(1)(2) Share(3) Price* Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.001 per share...... 345,000 shares $16.00 $5,520,000 $1,535
</TABLE>
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(1) Includes 45,000 shares subject to the underwriters' over-allotment option.
(2) Shares of Common Stock previously registered include 8,280,000 shares for
which the registration fee has previously been paid.
(3) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
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<PAGE>
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This Registration Statement is being filed with respect to the registration
of additional shares of Common Stock, $0.001 per value, of SciQuest.com, Inc.,
a Delaware corporation (the "Company"), pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Company's earlier
effective registration statement (Registration No. 333-87433) are incorporated
in this Registration Statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Morrisville, State of
North Carolina on the 19th day of November, 1999.
SciQuest.com, Inc.
/s/ M. Scott Andrews
By: _________________________________
M. Scott Andrews,
President and Chief Executive
Officer
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/ M. Scott Andrews President, Chief Executive November 19, 1999
______________________________________ Officer and Director
M. Scott Andrews (Principal Executive
Officer)
* Vice President of Business November 19, 1999
______________________________________ Development and Director
Peyton C. Anderson
* Chief Financial Officer November 19, 1999
______________________________________ (Principal Financial and
James J. Scheuer Accounting Officer)
* Director November 19, 1999
______________________________________
Noel J. Fenton
* Director November 19, 1999
______________________________________
Gautam A. Prakash
* Director November 19, 1999
______________________________________
Alan J. Taetle
* Director November 19, 1999
______________________________________
Bruce J. Boehm
* Director November 19, 1999
______________________________________
Timothy T. Weglicki
/s/ M. Scott Andrews
*By __________________________________
M. Scott Andrews
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
5.1 Opinion of Hutchison & Mason PLLC, counsel to the Registrant as to the
legality of the shares being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Hutchison & Mason PLLC (included in Exhibit 5.1).
24.1 Powers of Attorney (included in Exhibit 24.1 of Form S-1 Registration
Statement of Registrant (Reg. No. 333-87433)).
</TABLE>
<PAGE>
EXHIBIT 5.1
November 19, 1999
SciQuest.com, Inc.
Suite 208
5151 McCrimmon Parkway
Morrisville, North Carolina 27560
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to SciQuest.com, Inc., a Delaware corporation (the
"Company"), in connection with the registration by the Company under the
Securities Act of 1933, as amended, of a proposed offering of up to 300,000
shares of the Company's Common Stock (the "Shares"), pursuant to the Company's
Registration Statement on Form S-1 filed on November 19, 1999 (the "Registration
Statement"). In addition, the Company has granted to the underwriters an option
to purchase 45,000 shares of Common Stock (the "Option Shares") to cover any
over-allotments (the Option Shares and the Shares are hereinafter referred to
collectively as the "Shares").
In connection with this opinion, we have examined the Registration
Statement and related Prospectus, and such other records, documents,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below (the
"Documents").
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares have been duly authorized, and, as and when issued in
accordance with the Registration Statement (as amended and supplemented), will
be validly issued, fully paid and nonassessable.
The opinion expressed herein does not extend to compliance with state and
federal securities laws relating to the sale of these securities.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any further amendments thereto. Our opinion is as of the date
hereof, and we do not undertake to advise you of matters that might come to our
attention subsequent to the date hereof which may affect our legal opinion
expressed herein.
Very truly yours,
/s/ Hutchison & Mason PLLC
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HUTCHISON & MASON PLLC
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our report dated August 20, 1999 relating to the
financial statements of SciQuest.com, Inc., and our report dated April 1, 1999
relating to the financial statements of BioSupplyNet, Inc., which appear in such
Registration Statement. We also consent to the references to us under the
headings "Experts" and "Selected Financial Data" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Raleigh, NC
November 19, 1999
