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As filed with the Securities and Exchange Commission on November 17, 1999
Registration No. 333-87433
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 5
TO
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. [_]
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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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until 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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
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PART II
Item 13. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................ $ 32,226
National Association of Securities Dealers, Inc. fee............... $ 9,000
Nasdaq Stock Market listing fee.................................... $ 90,000
Accountants' fees and expenses..................................... $270,000
Legal fees and expenses............................................ $430,000
Blue Sky fees and expenses......................................... $ 10,000
Transfer Agent's fees and expenses................................. $ 20,000
Printing and engraving expenses.................................... $125,000
Miscellaneous...................................................... $ 3,774
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Total Expenses................................................... $990,000
========
</TABLE>
Item 14. Indemnification of Directors and Officers
Our Amended and Restated Certificate of Incorporation limits personal
liability for breach of the fiduciary duty of our directors to the fullest
extent provided by the Delaware General Corporation Law. Such provisions
provide that no director of SciQuest.com shall have personal liability to us or
to our stockholders for monetary damages for breach of fiduciary duty of care
or other duty as a director. However, such provisions shall not eliminate or
limit the liability of a director
. for any breach of the director's duty of loyalty to us or our
stockholders;
. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation or law;
. for voting or assenting to unlawful distributions; or
. for any transaction for which the director derived an improper personal
benefit.
The Delaware General Corporation Law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under our bylaws,
any agreement, a vote of our stockholders or otherwise. Our certificate of
incorporation eliminates the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the Delaware General Corporation Law
and provides that the registrant shall fully indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative
or investigative) by reason of the fact that such person is or was our director
or officer or is or was serving at our request as a director or officer of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under our certificate of incorporation. We are not aware
of any threatened litigation or proceeding that may result in a claim for such
indemnification.
Section 7 of the Underwriting Agreement filed as Exhibit 1.1 hereto also
contains certain provisions pursuant to which certain officers, directors and
controlling persons of the Company may be entitled to be indemnified by the
underwriters named therein.
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Item 15. Recent Sales of Unregistered Securities
The share numbers presented below are provided with respect to our shares of
common stock and Series A convertible preferred stock, Series B mandatorily
redeemable convertible preferred stock, Series C convertible preferred stock,
Series D mandatorily redeemable convertible preferred stock and Series E
convertible preferred stock and reflect (1) various stock splits and (2) the
recapitalization of the Series A convertible preferred stock, Series B
mandatorily redeemable convertible preferred stock, Series C convertible
preferred stock, Series D mandatorily redeemable convertible preferred stock
and Series E convertible preferred stock into common stock, which will occur
immediately prior to completion of this offering.
Except as described below, there have been no securities sold by us within
the last three years that were not registered under the Securities Act.
(a) Issuances of Securities
On July 30, 1999, we issued an aggregate of 114,995 shares of Series E
convertible preferred stock in connection with our acquisition of Internet
Auctioneers International, Inc., in exchange for the shares of capital stock of
the former stockholders of Internet Auctioneers International, Inc.
In May and June 1999, we sold an aggregate of 3,312,720 shares of Series D
mandatorily redeemable convertible preferred stock to certain of our existing
stockholders and new investors, with attached stock purchase warrants
exercisable for an aggregate of 1,004,829 shares of common stock, at an
aggregate offering price of $37,500,000.
On March 1, 1999, we sold 89,408 shares of restricted Series C convertible
preferred stock to Antony Francis, our vice president of operations, at an
aggregate purchase price of $250,000.
On September 29, 1998, we (i) issued an aggregate of 546,405 shares of
Series C convertible preferred stock in connection with our acquisition of
BioSupplyNet, Inc., in exchange for the shares of capital stock of the former
stockholders of BioSupplyNet, Inc., and (ii) issued stock purchase warrants
exercisable into an aggregate of 162,718 shares of common stock to former
holders of stock purchase warrants to purchase shares of capital stock of
BioSupplyNet, Inc., at an exercise price of $1.85 per share.
Between March 13, 1998 and June 15, 1998, we issued convertible promissory
notes in the aggregate principal amount of $515,000, which were converted into
an aggregate of 187,394 shares of Series B mandatorily redeemable convertible
preferred stock (including shares issued in respect of accrued interest on the
convertible promissory notes) on July 30, 1998. We also issued warrants to the
holders of the convertible promissory notes to purchase an aggregate of 57,545
shares of Series B mandatorily redeemable convertible preferred stock. Between
July 30, 1998 and November 19, 1998, we sold a total of 3,590,232 additional
shares of Series B mandatorily redeemable convertible preferred stock
(excluding the shares issued upon conversion of the convertible promissory
notes) to certain investors, at an aggregate offering price of $10,038,979.
Between March 6, 1997 and September 11, 1997, we issued convertible
promissory notes to certain individuals in the aggregate principal amount of
$80,000, which were converted into a total of 90,702 shares of Series A
convertible preferred stock (including shares issued in respect of accrued
interest on the notes). We also issued warrants to certain holders of the
convertible promissory notes to purchase an aggregate of 14,583 shares of Class
A common stock. Between October 2, 1997 and October 17, 1997, we sold a total
of 678,519 additional shares of Series A convertible preferred stock (excluding
the shares issued on conversion of the convertible promissory notes) to certain
investors at an aggregate offering price of $617,452.
On August 15, 1996, we sold an aggregate of 250,020 shares of Class A common
stock to an investor for $50,000 in cash and cancellation of convertible debt
of $50,000, which were converted in September, 1997 into 250,020 shares of
Class B common stock.
From September 15, 1997 through September 30, 1999, we issued options to
certain employees, consultants and others to purchase an aggregate of 1,961,300
shares of common stock at a weighted average
II-2
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exercise price of $1.58 per share. As of September 30, 1999, 274,421 of such
options have been exercised, 108,926 of such options have been terminated and
1,577,953 of such options remain outstanding at a weighted average exercise
price of $1.75 per share.
In October 1999, we agreed to issue warrants to acquire an aggregate of
3,724,307 shares of common stock at an exercise price of $0.01 to Ambion, Inc.,
Amersham Pharmacia Biotech, Inc., BioWhittaker, a Cambrex Company, Dow Chemical
Company, DuPont Pharmaceuticals Company, Monsanto Company, Endogen, Inc., NEN
Life Science Products, Inc., PerkinElmer, Inc., Pierce Chemical Company and
QIAGEN N.V.
We may be required to issue warrants to purchase shares of our common stock
at an exercise price of $0.01 per share to the holders of our series B and
series D preferred stock in connection with the conversion of the series B and
series D preferred stock if the inital public offering price is less than
$12.20 per share.
(b) Hambrecht & Quist, LLC, served as placement agent in connection with the
offer and sale by us of our Series D convertible preferred stock and related
warrants to purchase Class A common stock and has received compensation in the
form of cash and warrants for such services. Except as so noted, underwriters
were involved in connection with the sales of securities referred to in
paragraph (a) of this Item 15.
(c) The convertible promissory notes, the warrants and the shares of Class B
common stock, Series A convertible preferred stock, Series B mandatorily
redeemable convertible preferred stock, Series C convertible preferred stock,
Series D mandatorily redeemable convertible preferred stock and Series E
convertible preferred stock described in paragraph (a) of this Item 15 were
issued in reliance on the exemption provided by Section 4(2) and/or Rule 506 of
Regulation D promulgated pursuant to the Securities Act. The issuances of stock
options and the shares of common stock issuable upon the exercise of the
options as described in paragraph (a) of this Item 15 were issued in reliance
on the exemption provided by Section 3(b) of the Securities Act and Rule 701
promulgated thereunder, as well as Section 4(2) of the Securities Act.
Appropriate legends are affixed to the stock certificates issued in the
aforementioned transactions. All recipients either received adequate
information about us or had access, through employment or other relationships,
to such information.
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
1.1+ Form of Underwriting Agreement.
3.1+ Second Amended and Restated Certificate of Incorporation of the
Registrant.
3.2+ Amended and Restated Bylaws of the Registrant.
3.3+ Certificate of Amendment of Amended and Restated Certificate of
Incorporation dated November 12, 1999.
4.1+ See Exhibits 3.1 and 3.2 for provisions of the Second Amended and
Restated Certificate of Incorporation and Amended and Restated Bylaws
of the Registrant defining rights of the holders of Common Stock of
the Registrant.
4.2+ Specimen Stock Certificate.
5.1 Opinion of Hutchison & Mason PLLC, Counsel to the Registrant, as to
the legality of the shares being registered.
10.1+ SciQuest.com, Inc. Stock Option Plan dated as of September 4, 1997.
10.2+ Amendment No. 1 to SciQuest.com, Inc. Stock Option Plan dated as of
September 11, 1998.
10.3+ Amendment No. 2 to SciQuest.com, Inc. Stock Option Plan dated as of
February 26, 1999.
10.4+ Amendment No. 3 to SciQuest.com, Inc. Stock Option Plan dated as of
March 1, 1999.
10.5+ Amendment No. 4 to SciQuest.com, Inc. Stock Option Plan dated as of
August 27, 1999.
10.6+ Agreement of Sublease by and between Inspire Pharmaceuticals, Inc. and
the Registrant dated July 31, 1998.
10.7+ Sublease Agreement by and between Applied Innovation, Inc. and the
Registrant dated March 11, 1999.
10.8+ Sublease Agreement by and between Vascular Therapeutics, Inc. and the
Registrant dated August 19, 1999.
</TABLE>
II-3
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<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
10.9+ Master Lease Agreement by and between Comdisco, Inc. and the
Registrant dated May 21, 1999, as amended.
10.10+ Stock Restriction Agreement by and between the Registrant and Antony
Francis dated March 1, 1999.
10.11+ Registration Rights Agreement by and among the Registrant and the
purchasers of Class B Common Stock and the purchasers of Series A
Convertible Preferred Stock dated October 17, 1997, as amended.
10.12+ Registration Rights Agreement by and among the Registrant and the
purchasers of Series C Convertible Preferred Stock dated September 29,
1998.
10.13+ Registration Rights Agreement by and among the Registrant and Antony
Francis dated March 1, 1999.
10.14+ Registration Rights Agreement by and among the Registrant, the holders
of Series B Mandatorily Redeemable Convertible Preferred Stock and the
purchasers of Series D Mandatorily Redeemable Convertible Preferred
Stock dated May 18, 1999, as amended.
10.15+ Registration Rights Agreement by and among the Registrant and the
holders of Series E Convertible Preferred Stock dated July 27, 1999.
10.16+ Merger Agreement by and among the Registrant, SciQuest Merger
Subsidiary, Inc., Internet Auctioneers International, Inc. and Mark
Atlas as dated July 27, 1999.
10.17+ Merger Agreement by and among the Registrant, SciQuest Acquisition,
Inc. and BioSupplyNet, Inc. dated September 29, 1998.
10.18+ Lease Agreement by and between Duke-Weeks Realty Limited Partnership
and the Registrant dated as of October 19, 1999.
10.19+ Content Conversion Services Agreement by and between the Registrant
and Requisite Technology, Inc. dated December 18, 1998.
10.20** Form of Strategic Alliance Plus Agreement with SciQuest.com.
10.21** Letter Agreement between the Registrant and Monsanto Company dated
October 21, 1999.
10.22** Letter Agreement between the Registrant and Dow Chemical Co. dated
October 20, 1999.
10.23+ Amendment No. 5 to SciQuest.com, Inc. Stock Option Plan.
10.24+ SciQuest.com, Inc. 1999 Stock Incentive Plan dated as of October 12,
1999.
10.25** Letter Agreement between the Registrant and DuPont Pharmaceuticals
Company dated October 25, 1999.
16.1+ Letter from Hughes, Pittman and Gupton LLP.
21.1+ List of Subsidiaries.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Hutchison & Mason PLLC (included in Exhibit 5.1).
24.1+ Powers of Attorney (included on the signature page to the original
filing of this registration statement).
27.1+ Financial Data Schedule.
</TABLE>
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** We have requested confidential treatment of certain portions of this
exhibit pursuant to Rule 406 of the Securities Act of 1933. A redacted
version of this agreement has been filed. The entire agreement has been
filed separately with the Securities and Exchange Commission.
+ Previously filed.
II-4
<PAGE>
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(c) The Registrant hereby undertakes that:
(i) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
Registration Statement as of the time it was declared effective.
(ii) For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment No. 5 to the 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 17th 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 Amendment No. 5 to
the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ M. Scott Andrews President, Chief Executive November 17, 1999
______________________________________ Officer and Director
M. Scott Andrews (Principal Executive
Officer)
* Vice President of Business November 17, 1999
______________________________________ Development and Director
Peyton C. Anderson
* Chief Financial Officer November 17, 1999
______________________________________ (Principal Financial and
James J. Scheuer Accounting Officer)
* Director November 17, 1999
______________________________________
Noel J. Fenton
* Director November 17, 1999
______________________________________
Gautam A. Prakash
* Director November 17, 1999
______________________________________
Alan J. Taetle
* Director November 17, 1999
______________________________________
Bruce J. Boehm
* Director November 17, 1999
______________________________________
Timothy T. Weglicki
/s/ M. Scott Andrews
*By __________________________________
M. Scott Andrews
Attorney-in-Fact
</TABLE>
II-6
<PAGE>
EXHIBIT 5.1
November 17, 1999
SciQuest.com, Inc.
Suite 208
5151 McCrimmon Parkway
Morrisville, North Carolina 27560
Re: Registration Statement on Form S-1 (File No. 333-87433)
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 7,200,000
shares of the Company's Common Stock (the "Shares"), pursuant to the Company's
Registration Statement on Form S-1 filed on September 20, 1999 (the
"Registration Statement"). In addition, the Company has granted to the
underwriters an option to purchase 1,080,000 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. Subject to the foregoing sentence,
this opinion is given solely for your benefit and may not be relied upon,
circulated, quoted or otherwise referred to for any purposes without our prior
written consent. 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
----------------------------------
We hereby consent to the use in this Amendment No. 5 to the 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 17, 1999
