<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 2000
REGISTRATION NO. 333-32556
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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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INTERLAND, INC.
(Exact name of registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
GEORGIA 7389 58-1632664
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
<TABLE>
<S> <C>
H. CHRISTOPHER COVINGTON
SENIOR VICE PRESIDENT, GENERAL COUNSEL
101 MARIETTA STREET, SUITE 200 101 MARIETTA STREET, SUITE 200
ATLANTA, GEORGIA 30303 ATLANTA, GEORGIA 30303
404-720-8301 404-720-8301
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone number
including area code, of registrant's principal executive offices) including area code, of agent for service)
</TABLE>
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COPIES TO:
<TABLE>
<S> <C>
DAVID A. STOCKTON, ESQ. JOHN D. WATSON, JR., ESQ.
KILPATRICK STOCKTON LLP LATHAM & WATKINS
1100 PEACHTREE STREET, N.E., SUITE 2800 1001 PENNSYLVANIA AVENUE, N.W., SUITE 1300
ATLANTA, GEORGIA 30309 WASHINGTON, D.C. 20004-2505
404-815-6500 202-637-2200
</TABLE>
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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 being 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 of 1933, 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(c)
under the Securities Act of 1933, 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 of 1933, 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
under the Securities Act of 1933, check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED(1) REGISTERED PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE(3)
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<S> <C> <C> <C> <C>
Common Stock, no par value per
share............................ 5,750,000 shares $14.00 $80,500,000 $21,252
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(1) This Registration Statement also relates to rights to purchase shares of
Series B Participating Cumulative Preferred Stock of the Registrant, no par
value per share, at a cash exercise price to be determined prior to the
effectiveness of this Registration Statement, subject to adjustment. The
rights to purchase preferred stock will be attached to all shares of Common
Stock outstanding as of, and issued subsequent to, a day prior to
effectiveness of this Registration Statement pursuant to the terms of the
Registrant's Shareholder Rights Agreement to be adopted prior to the
effectiveness of this Registration Statement. Until the occurrence of
certain events described in Shareholder Rights Agreement, the rights to
purchase preferred stock are not exercisable, are evidenced by the
certificate for the Common Stock and will be only transferred with the
Common Stock.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(a) under the Securities Act of 1933.
(3) A fee of $30,360 was previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON A 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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON A DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
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<PAGE> 2
Interland, Inc. has filed this Amendment No. 5 to Registration Statement on
Form S-1 (SEC File No. 333-32556) to correct an error on the cover page of
Amendment No. 3 to this registration statement in "Calculation of Registration
Fee." In Amendment No. 3, the table incorrectly showed that the Proposed Maximum
Aggregate Offering Price would be $70,000,000 assuming a Proposed Maximum
Offering Price per share of $14.00. This table is corrected in this Amendment
No. 5 to show that the Proposed Maximum Aggregate Offering Price is $80,500,000
assuming a Proposed Maximum Offering Price per share of $14.00. This table is
also revised to show that the fee for this offering is $21,252, but that the
Company had previously paid a fee of $30,360 in connection with its initial
filing.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Interland
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
Atlanta, Georgia, on July 19, 2000.
INTERLAND, INC.
By: /s/ Ken Gavranovic
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Kenneth Gavranovic, President and Chief Executive
Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
amendment no. 5 to the registration statement has been signed on July 19, 2000,
by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Position
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<S> <C>
/s/ Ken Gavranovic
--------------------------------- President and Chief Executive Officer and Director
Kenneth Gavranovic (Principal Executive Officer)
/s/ David N. Gill
--------------------------------- Executive Vice President, Chief Financial Officer
David N. Gill and Director
(Principal Financial and Accounting Officer)
*
--------------------------------- Director
Clyde Heintzelman
*
--------------------------------- Director
Andrew E. Jones
*
--------------------------------- Director
Gregg A. Mockenhaupt
*
--------------------------------- Director
Rahim Shah
*
--------------------------------- Director
William E. Whitmer
--------------------------------- Director
Frederick W. Field
*By: /s/ Ken Gavranovic
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as attorney-in-fact
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