<PAGE>
As filed with the Securities and Exchange Commission on February 23, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Digital Island, Inc.
(Exact Name of Registrant as Specified in its Certificate of Incorporation)
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<S> <C> <C>
Delaware 7389 68-0322824
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification Number)
Incorporation or
Organization)
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45 Fremont Street, 12th Floor
San Francisco, CA 94105
(415) 738-4100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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T.L. THOMPSON
Chief Financial Officer
Digital Island, Inc.
45 Fremont Street, 12th Floor
San Francisco, CA 94105
(415) 738-4100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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Copies to:
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<S> <C>
CURTIS L. MO, ESQ. FRANK H. GOLAY, JR., ESQ.
ANDREW R. HULL, ESQ. Sullivan & Cromwell
ANTHONY S. WANG, ESQ. 1888 Century Park East
JOSEPH K. WYATT, ESQ. Suite 2100
Brobeck, Phleger & Harrison LLP Los Angeles, CA 90067-1725
Two Embarcadero Place (310) 712-6600
2200 Geng Road
Palo Alto, California 94303-0913
(650) 424-0160
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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. 333-95121
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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. [_]
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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. [_]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Amount of
Securities to be Registered Registered (1) Aggregate Offering Price (2) Registration Fee
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<S> <C> <C> <C>
Common Stock, $0.001 par value............ 402,500 shares $ 43,598,800 $ 11,510.08
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(1) Includes 52,500 shares subject to an over-allotment option to be granted
to the Underwriters.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) promulgated under the Securities Act of 1933, as amended.
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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This Registration Statement shall become effective upon the filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
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<PAGE>
INCORPORATION BY REFERENCE
This Registration Statement on Form S-1 is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-1 (Commission File No. 333-95121) filed by
Digital Island, Inc. (the "Company") with the Securities and Exchange Commission
as declared effective on February 23, 2000 are incorporated herein by reference.
EXHIBITS
The following exhibits are filed as part of this Registration Statement:
Item 16.(a) Exhibits and financial statements schedules
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
5.1 Opinion of Brobeck, Phleger & Harrison LLP, as to the legality
of the securities
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Brobeck, Phleger & Harrison LLP (included in
Exhibit 5.1)
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1
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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 city of San
Francisco, state of California, on this 23rd day of February, 2000.
DIGITAL ISLAND, INC.
/s/ Ruann F. Ernst
By: _________________________________
Ruann F. Ernst
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the persons whose signatures
appear below, which persons have signed such Registration Statement in the
capacities and on the dates indicated:
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Ruann F. Ernst Chairman of the Board of February 23, 2000
______________________________________ Directors and Chief
Ruann F. Ernst Executive Officer
(Principal Executive
Officer)
* Chief Financial Officer February 23, 2000
______________________________________ (Principal Financial
T. L. Thompson Officer and Principal
Accounting Officer)
* President and Director February 23, 2000
______________________________________
Leo S. Spiegel
* Director February 23, 2000
______________________________________
Charlie Bass
* Director February 23, 2000
______________________________________
Christos Cotsakos
* Director February 23, 2000
______________________________________
Marcelo A. Gumucio
* Director February 23, 2000
______________________________________
Cliff Higgerson
* Director February 23, 2000
______________________________________
G. Bradford Jones
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2
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<CAPTION>
Signature Title Date
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<S> <C> <C>
* Director February 23, 2000
______________________________________
Robert Kibble
* Director February 23, 2000
______________________________________
Shahan Soghikian
* Pursuant to Power of Attorney previously filed with the Commission with the Registration Statement on Form S-1 (File No.
333-95121) and incorporated herein by reference.
/s/ Ruann F. Ernst Attorney-in-Fact February 23, 2000
______________________________________
Ruann F. Ernst
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3
<PAGE>
INDEX TO EXHIBITS
The following exhibits are filed as part of this Registration Statement:
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
5.1 Opinion of Brobeck, Phleger & Harrison LLP, as to the legality
of the securities
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Brobeck, Phleger & Harrison LLP (included in
Exhibit 5.1)
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<PAGE>
Exhibit 5.1
February 23, 2000
Digital Island, Inc.
45 Fremont Street
12th Floor
San Francisco, CA 94105
Re: Registration Statement on Form S-1
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by
Digital Island, Inc., a Delaware corporation (the "Company") with the
Securities and Exchange Commission (the "Commission") on February 23, 2000, as
thereafter amended or supplemented (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of 402,500 shares of the Company's Common Stock (the "Shares"). The Shares
include an over-allotment option granted by the Company to the Underwriters to
purchase 52,500 shares to be sold to the Underwriters as described in such
Registration Statement for resale to the public. The Shares will be offered
for sale to the public by the Underwriters together with shares of the same
class registered pursuant to the Company's Registration Statement on Form S-1,
as amended (File No. 333-95121), which was declared effective earlier today
(the "Initial Registration Statement"). As your counsel in connection with the
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and
issuance of the Notes.
This opinion is being furnished in accordance with the requirements of
Item 16(a) of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.
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. In addition, we have relied on certificates of officers of the Company
and certificates of public officials as to certain matters of fact relating to
this opinion and have made such investigations of law as we have deemed
necessary and relevant as a basis hereof. Based on the foregoing, 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 validly issued,
fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm wherever appearing
Registration Statement and the related prospectus (as amended and supplemented
through the date of issuance). In giving this
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[LOGO BROBECK PHLEGER & HARRISON LLP. ATTORNEYS AT LAW]
February 23, 2000
Page 2
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 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,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our report dated October 29, 1999, except for Note 16,
which is as of December 8, 1999, relating to the financial statements and
financial statement schedules, which appear in Digital Island, Inc.'s
Registration Statement on Form S-1. We also consent to the references to us
under the headings "Experts" and "Selected Consolidated Financial Data" in such
Registration Statement. However, it should be noted that PricewaterhouseCoopers
LLP has not prepared or certified such "Selected Consolidated Financial Data."
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Francisco, California
February 23, 2000
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 3, 1999, with respect to the financial
statements of Sandpiper Networks, Inc. incorporated by reference in the
Digital Island, Inc. Registration Statement Form S-1 and related Prospectus
for the registration of 402,500 shares of its common stock.
/s/ Ernst & Young LLP
Ernst & Young LLP
Los Angeles, CA
February 23, 2000
