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FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 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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INTERNET.COM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 7319 06-1542480
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification
No.)
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20 KETCHUM STREET
WESTPORT, CONNECTICUT 06880
(203) 226-6967
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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ALAN M. MECKLER
CHAIRMAN & CHIEF EXECUTIVE OFFICER
INTERNET.COM CORPORATION
20 KETCHUM STREET
WESTPORT, CONNECTICUT 06880
(203) 226-6967
Name, address, including zip code, and telephone number, including area code, of
agent for service)
COPIES TO:
WILLIAM J. GRANT, JR. MICHAEL J. SULLIVAN
WILLKIE FARR & GALLAGHER COOLEY GODWARD LLP
787 SEVENTH AVENUE ONE MARITIME PLAZA
NEW YORK, NEW YORK 10019 SAN FRANCISCO, CALIFORNIA 94111
(212) 728-8000 (415) 693-2000
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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, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ Registration No. 333-76331
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
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Each Class of Securities Amount to be Price per Offering Registration
to be Registered Registered (1) Share (2) Price (2) Fee (2)
- ----------------------------------------------- ---------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value................ 3,910,000 $14.00 $54,740,000 $1,790.32
=============================================== ================ =============== ================ ===============
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(1) Includes 510,000 shares of Common Stock which may be sold pursuant to
the Underwriters' over-allotment option.
(2) The Registrant previously registered an aggregate of $48,300,000 of
Common Stock on a Registration Statement on Form S-1 (File No.
333-76331), for which a filing fee of $13,427.40 was paid.
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 has been filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The Registrant hereby
incorporates by reference into this Registration Statement its Registration
Statement on Form S-1 (File No. 333-76331) declared effective on June 24, 1999
by the Securities and Exchange Commission, including each of the documents filed
with the Commission therein.
CERTIFICATION
The Company hereby certifies to the Commission that (i) 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 such amount
to the Commission's account as soon as practicable (but no later than the
close of business on June 25, 1999), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover
the amount of such filing fee and (iv) it will confirm receipt of such
instructions by its bank during the bank's regular business hours on June 25,
1999.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
All exhibits filed with the Registration Statement No. 333-76331 are
incorporated by reference into and shall be deemed part of this registration
statement, except for the following which are filed herewith:
Exhibit
Number Description
- ------ -----------
5.01 Opinion of Willkie Farr & Gallagher as to
validity of common stock
23.01 Consent of Willkie Farr & Gallagher (included
in Exhibit 5.01)
23.02 Consent of Arthur Andersen LLP
99.01 Consent of Gilbert F. Bach
99.02 Consent of Michael J. Davies
(b) All other schedules are omitted as the required information is
included in the Registrant's financial statements or the related notes or such
schedules are not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Westport,
State of Connecticut, on the 25th day of June 1999.
INTERNET.COM CORPORATION
By: /s/ ALAN M. MECKLER
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Alan M. Meckler
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
In accordance with the requirements of the Securities Act of 1933, as amended,
this registration statement was signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE(S) DATE
- ------------------------------ --------------------------- -------------------
/s/ ALAN M. MECKLER Director, Chairman and
- ------------------------------ Chief Executive Officer June 25, 1999
Alan M. Meckler
* Director, President and
- ------------------------------ Chief Operating Officer June 25, 1999
Christopher S. Cardell
* Chief Financial Officer
- ------------------------------ June 25, 1999
Christopher J. Baudouin
*By /s/ ALAN M. MECKLER
------------------------- Attorney-in-Fact June 25, 1999
Alan M. Meckler
as attorney-in-fact
pursuant to power of
attorney set forth in
the registration statement
filed on April 15, 1999,
as amended
(SEC File No. 333-76331)
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.01 Opinion of Willkie Farr & Gallagher as to
validity of common stock
23.01 Consent of Willkie Farr & Gallagher (included
in Exhibit 5.01)
23.02 Consent of Arthur Andersen LLP
99.01 Consent of Gilbert F. Bach
99.02 Consent of Michael J. Davies
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Exhibit 5.01
[LETTERHEAD OF WILLKIE FARR & GALLAGHER]
June 25, 1999
internet.com Corporation
20 Ketchum Street
Westport, Connecticut 06880
Ladies and Gentlemen:
We have acted as counsel to internet.com Corporation (the "Company"), a
corporation organized under the laws of the State of Delaware, in connection
with the preparation of a Registration Statement on Form S-1 (Registration No.
333-76331) (as amended, the "Registration Statement") relating to the offer and
sale by the Company of up to 3,400,000 shares (together with any additional
shares of such stock that may be issued by the Company and registered
pursuant to Rule 462(b) (as prescribed by the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended) in connection
with the offering described in the Registration Statement, the "Company
Shares") of the common stock of the Company, par value $.01 per share
("Common Stock") and the sale by a selling stockholder of up to 510,000
shares of Common Stock (the "Selling Stockholder Shares") upon and subject to
the exercise of the underwriters' over-allotment option.
We have examined copies of the Amended and Restated Certificate of Incorporation
and By-Laws of the Company, the Registration Statement, all resolutions adopted
by the Company's Board of Directors, the Merger Agreement of internet.com LLC
with and into internet.com Corporation relating to the merger of internet.com
LLC with and into the Company (the "Merger"), and other records and documents
that we have deemed necessary for the purpose of this opinion. We have also
examined such other documents, papers, statutes and authorities as we have
deemed necessary to form a basis for the opinion hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied on statements and
certificates of officers and representatives of the Company and public
officials.
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Based on the foregoing, we are of the opinion that:
(1) the Company is duly organized and validly existing as a corporation
in good standing under the laws of the State of Delaware;
(2) the Company Shares, when duly issued, sold and paid for in
accordance with the terms of the Prospectus included as part of the
Registration Statement, will be legally issued, fully paid and
non-assessable; and
(3) the Selling Stockholder Shares have been legally issued, fully
paid and non-assessable.
We are qualified to practice law in the State of New York and do not purport to
be experts on, or to express any opinion herein, concerning any law, other than
the laws of the State of New York, the General Corporation Law of the State of
Delaware and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Prospectus included as
part of the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ Willkie Farr & Gallagher
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Exhibit 23.02
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our firm) included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
June 25, 1999
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Exhibit 99.01
June 25, 1999
internet.com Corporation
20 Ketchum Street
Westport, Connecticut 06880
Dear Sirs:
I hereby consent to being named in internet.com Corporation's Registration
Statement on Form S-1 as a person who has agreed to be named as a Director of
such corporation.
Sincerely yours,
/s/ Gilbert F. Bach
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Gilbert F. Bach
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Exhibit 99.02
June 25, 1999
internet.com Corporation
20 Ketchum Street
Westport, Connecticut 06880
Dear Sirs:
I hereby consent to being named in internet.com Corporation's Registration
Statement on Form S-1 as a person who has agreed to be named as a Director of
such corporation.
Sincerely yours,
/s/ Michael J. Davies
- ------------------------------
Michael J. Davies
