<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 20, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ZAPME! CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7370 91-1836242
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
ZAPME! CORPORATION
3000 EXECUTIVE PARKWAY, SUITE 150
SAN RAMON, CA 94583
(925) 543-0300
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
LANCE MORTENSEN
CHAIRMAN
ZAPME! CORPORATION
3000 EXECUTIVE PARKWAY
SAN RAMON, CA 94583
(925) 543-0300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
MARK A. BERTELSEN, ESQ. NORA L. GIBSON, ESQ.
DON S. WILLIAMS, ESQ. PETER S. BUCKLAND, ESQ.
MICHAEL S. ELLIS, ESQ. TAYLOR L. STEVENS, ESQ.
WILSON SONSINI GOODRICH & ROSATI BRIAN E. COVOTTA, ESQ.
Professional Corporation BROBECK, PHLEGER & HARRISON LLP
650 Page Mill Road Spear Street Tower
Palo Alto, CA 94304 One Market
(650) 493-9300 San Francisco, CA 94105
(415) 442-0900
</TABLE>
--------------------------
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, 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 FILE
NO. 333-84557
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. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED(1) PRICE PER SHARE OFFERING PRICE FEE(1)(2)
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per
share................................ 34,208 $12.00 $410,496 $115
</TABLE>
(1) 10,804,545 shares were registered under Registration Statement
No. 333-84557, in connection with which a filing fee of $35,938 was paid.
(2) Estimated solely for the purpose of calculating the amount of the
Registration Fee in accordance with Rule 457(a) of the Securities Act, as
amended.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION BY REFERENCE
This registration statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-1. The contents of the Registration Statement on
Form S-1, as amended (File No. 333-84557), filed by ZapMe! Corporation and
declared effective October 19, 1999 are hereby incorporated by reference.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth in the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on October 20, 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 October 20, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
San Ramon, State of California, on the 20th day of October, 1999.
<TABLE>
<S> <C> <C>
ZAPME! CORPORATION
By /s/ LANCE MORTENSEN
-----------------------------------------
Name: Lance Mortensen
Title: CHAIRMAN
</TABLE>
POWER OF ATTORNEY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON OCTOBER 20,
1999 IN THE CAPACITIES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ LANCE MORTENSEN
------------------------------------------- Chairman and Director
Lance Mortensen
/s/ RICK INATOME
------------------------------------------- Chief Executive Officer, President and
Rick Inatome Director
/s/ ROBERT STOFFREGEN Chief Financial Officer and Assistant
------------------------------------------- Secretary
Robert Stoffregen (Principal accounting and financial officer)
/s/ DARRYL DEATON
------------------------------------------- Vice President and Director
Darryl Deaton
/s/ MICHAEL ARNOUSE
------------------------------------------- Director
Michael Arnouse
/s/ DOUGLAS BECKER
------------------------------------------- Director
Douglas Becker
/s/ THOMAS HITCHNER
------------------------------------------- Director
Thomas Hitchner
/s/ JACK KEMP
------------------------------------------- Director
Jack Kemp
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
- ----------------------- ------------------------------------------------------------
<C> <S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation as to legality of the Common Stock
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1)
24.1 Power of Attorney (previously filed in connection with
Registration No. 333-84557).
</TABLE>
<PAGE>
[WILSON SONSINI LETTERHEAD]
EXHIBIT 5.1
October 20, 1999
ZapMe! Corporation
3000 Executive Parkway, Suite 150
San Ramon, CA 94583
Ladies and Gentlemen:
We are acting as counsel to ZapMe! Corporation, a Delaware corporation (the
"Company"), in connection with the registration of 34,208 shares of the
Company's Common Stock per value $0.01 per share (the "Shares") pursuant to a
Registration Statement on Form S-1 (the "Registration Statement"), filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Shares are being sold by the Company.
As counsel for the Company, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments as we have
deemed necessary for the purposes of rendering this opinion. In our examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the originals of
all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares to be
registered for sale by the Company have been duly authorized by the Company, and
when issued, delivered and paid for in the manner described in the related
Registration Statement on Form S-1 (File No. 333-84557) and in accordance with
the resolutions adopted by the Board of Directors of the Company, will be
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and we consent to the reference of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and
"Selected Financial Data" and to the use of our report dated April 2, 1999
(except for Note 8, as to which the date is October 19, 1999) with respect to
the financial statements of ZapMe! Corporation as of December 31, 1997 and 1998,
and for the period June 25, 1997 (inception) through December 31, 1997 and for
the year ended December 31, 1998, in the Registration Statement (Form S-1), as
amended, and the related Prospectus of ZapMe! Corporation for the registration
of shares of its common stock.
Walnut Creek, California /s/ ERNST & YOUNG LLP
October 19, 1999
