<PAGE>
As filed with the Securities and Exchange Commission on December 10, 1999.
Registration No. 333-91447
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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INTERNET CAPITAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 7389 23-2996071
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification No.)
Incorporation or Classification Code
Organization) Number)
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435 Devon Park Drive
Building 800
Wayne, Pennsylvania 19087
(610) 989-0111
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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Walter W. Buckley, III
President and Chief Executive Officer
Internet Capital Group, Inc.
435 Devon Park Drive
Building 800
Wayne, Pennsylvania 19087
(610) 989-0111
(Name, address including zip code, and telephone number, including area code,
of agent for service)
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With copies to:
Christopher G. Karras, Esq. Bruce K. Dallas, Esq.
Dechert Price & Rhoads Sarah Beshar, Esq.
4000 Bell Atlantic Tower Davis Polk & Wardwell
1717 Arch Street 450 Lexington Avenue
Philadelphia, Pennsylvania 19103 New York, New York 10017
(215) 994-4000 (212) 450-4000
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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 number for the same offering. [_]
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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<TABLE>
<CAPTION>
Title of Each Class of Proposed
Securities to be Amount to be Maximum Proposed Maximum Amount of
Registered Registered Offering Price Aggregate Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share....... 6,900,000(1) $81.94(2) $565,386,000(2) $157,177.31
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% Convertible
Subordinated Notes due
2004.................. $287,500,000(3) 100% $287,500,000(4) $ 79,925
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Common Stock, par value
$.001 per share,
issuable upon
conversion of %
Convertible
Subordinated Notes due
2004(5)............... -- -- -- --
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Total................. $852,886,000 $237,102.31(6)
</TABLE>
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(1) Includes 900,000 shares of common stock that the underwriters have the
option to purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, on the basis of $81.94 per share, the average of the high ($167)
and low ($160.75) prices of the common stock as reported on the Nasdaq
National Market for December 3, 1999 and divided by two to adjust for a 2
for 1 stock split of all shares of the Registrant's common stock
outstanding on December 6, 1999. The amount of shares to be registered also
reflects the 2 for 1 split.
(3) Includes $37,500,000 principal amount that the underwriters have the option
to purchase to cover over-allotments, if any.
(4) Exclusive of accrued interest, if any. Estimated solely for the purpose of
computing the amount of the registration fee.
(5) No additional consideration will be received for any shares of common stock
issued upon conversion of the % Convertible Subordinated Notes. Pursuant
to Rule 416 under the Securities Act of 1933, this registration statement
also includes an indeterminate number of shares that may be issued upon
conversion of the % Convertible Subordinated Notes as a result of anti-
dilution and other provisions of the notes.
(6) On November 19, 1999, the Registrant paid $224,675 and on December 3, 1999,
the Registrant paid $15,151.
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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 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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Wayne,
County of Chester, Commonwealth of Pennsylvania on the 10th day of December,
1999.
Internet Capital Group, Inc.
Walter W. Buckley, III
By: _________________________________
Walter W. Buckley, III
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Walter W. Buckley, III President, Chief Executive December 10, 1999
______________________________________ Officer and Director
Walter W. Buckley, III (principal executive
officer)
David D. Gathman Chief Financial Officer December 10, 1999
______________________________________ and Treasurer (principal
David D. Gathman financial and accounting
officer)
* Director December 10, 1999
______________________________________
Julian A. Brodsky
* Director December 10, 1999
______________________________________
E. Michael Forgash
* Director December 10, 1999
______________________________________
Kenneth A. Fox
* Director December 10, 1999
______________________________________
Dr. Thomas P. Gerrity
* Director December 10, 1999
______________________________________
Robert E. Keith, Jr.
* Director December 10, 1999
______________________________________
Peter A. Solvik
Walter W. Buckley, III
*By: _________________________________
Walter W. Buckley, III
Attorney-in-Fact
</TABLE>
II-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Document
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<C> <S>
1.1** Form of U.S. Purchase Agreement for U.S. Offering of Common Stock
1.2** Form of International Purchase Agreement for International Offering of
Common Stock
1.3** Form of Purchase Agreement for Convertible Subordinated Note Offering
2.1 Agreement of Merger, dated February 2, 1999, between Internet Capital
Group, L.L.C., and Internet Capital Group, Inc. (incorporated by
reference to Exhibit 2.1 to the Registration Statement on Form S-1
filed by the Registrant on May 11, 1999 (Registration No. 333-78193)
("IPO Registration Statement"))
3.1 Restated Certificate of Incorporation (incorporated by reference to
Exhibit 2.1 to the Registration Statement on Form 8-A filed by the
Registrant on August 4, 1999 (Registration No. 000-26989) ("8-A
Registration Statement"))
3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 2.2
to the 8-A Registration Statement)
4.1 Specimen Certificate for Internet Capital Group's Common Stock
(incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the
IPO Registration Statement filed by the Registrant on August 2, 1999
(Registration No. 333-78193) ("IPO Amendment No. 3"))
4.2** Form of Indenture between Internet Capital Group, Inc. and Chase
Manhattan Trust Company, National Association, as Trustee, for the
Convertible Subordinated Notes
4.3** Form of Internet Capital Group's Convertible Subordinated Note due
December , 2004 (included in Exhibit 4.2)
5.1 Opinion of Dechert Price & Rhoads as to the legality of the shares of
Common Stock and convertible notes being registered
10.1 Internet Capital Group, L.L.C. 1998 Equity Compensation Plan
(incorporated by reference to Exhibit 10.1 to the IPO Registration
Statement)
10.1.1 Internet Capital Group, Inc. 1999 Equity Compensation Plan
(incorporated by reference to Exhibit 10.1.1 to the IPO Registration
Statement)
10.1.2 Internet Capital Group, Inc. 1999 Equity Compensation Plan as Amended
and Restated May 1, 1999 (incorporated by reference to Exhibit 10.1.2
to the IPO Registration Statement)
10.1.3 Amendment No. 1 to the Internet Capital Group, Inc. 1999 Equity
Compensation Plan as Amended and Restated May 1, 1999 (incorporated by
reference to Exhibit 10.1.3 to Amendment No. 2 to the IPO Registration
Statement filed by the Registrant on July 16, 1999 (Registration No.
333-79193) ("IPO Amendment No. 2"))
10.2 Internet Capital Group, L.L.C. Option Plan for Non-Employee Managers
(incorporated by reference to Exhibit 10.2 to the IPO Registration
Statement)
10.2.1 Internet Capital Group, Inc. Directors' Option Plan (incorporated by
reference to Exhibit 10.2.1 to the IPO Registration Statement)
10.3 Internet Capital Group, L.L.C. Membership Profit Interest Plan
(incorporated by reference to Exhibit 10.3 to the IPO Registration
Statement)
10.4** Form of Internet Capital Group, Inc. Long-Term Incentive Plan
10.5 Amended and Restated Limited Liability Company Agreement of Internet
Capital Group, L.L.C. dated September 30, 1998 (incorporated by
reference to Exhibit 10.5 to the IPO Registration Statement)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Document
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<C> <S>
10.5.1 Amended and Restated Limited Liability Company Agreement of Internet
Capital Group, L.L.C. dated January 4, 1999 (incorporated by
reference to Exhibit 10.5.1 to the IPO Registration Statement)
10.6 Securities Holders Agreement dated February 2, 1999 among Internet
Capital Group, Inc. and certain securities holders named therein
(incorporated by reference to Exhibit 10.6 to the IPO Registration
Statement)
10.7 Form of Internet Capital Group, Inc. Common Stock Purchase Warrant
dated May 10, 1999 issued in connection with the Convertible Note
(incorporated by reference to Exhibit 10.21 to the IPO Registration
Statement)
10.8 Form of Internet Capital Group, Inc. Convertible Note dated May 10,
1999 (incorporated by reference to Exhibit 10.22 to the IPO
Registration Statement)
10.9 Stock Purchase Agreement between Internet Capital Group, Inc. and
Safeguard Scientifics, Inc. (incorporated by reference to Exhibit
10.1 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999)
10.9.1 Stock Purchase Agreement between Internet Capital Group, Inc. and
International Business Machines Corporation (incorporated by
reference to Exhibit 10.23.1 to IPO Amendment No. 2)
10.10 Letter describing the oral lease between Internet Capital Group and
Safeguard Scientifics, Inc. for premises located in Wayne,
Pennsylvania (incorporated by reference to Exhibit 10.24 to
Amendment No. 1 to the IPO Registration Statement filed by the
Registrant on June 22, 1999 (Registration No. 333-78193) ("IPO
Amendment No. 1"))
10.11* Office Lease dated , 1999 between and IBIS (505) Limited for
premises located in London, England
10.12** Office Lease dated September , 1999 between Internet Capital Group
Operations, Inc. and 45 Milk Street, L.P. for premises located in
Boston, Massachusetts
10.13 Office Lease dated February 25, 1999 between OTR and Internet
Capital Group, Operations, Inc. for premises located in San
Francisco, California (incorporated by reference to Exhibit 10.27 to
IPO Amendment No. 1)
10.14 Credit Agreement dated as of April 30, 1999 by and among Internet
Capital Group, Inc., Internet Capital Group Operations, Inc., the
Banks named therein and PNC Bank, N.A. (incorporated by reference to
Exhibit 10.26 to the IPO Registration Statement)
10.15** Amendment No. 1 to the Credit Agreement dated October 27, 1999 by
and among Internet Capital Group, Inc., Internet Capital Group
Operations, Inc., the Banks named therein and PNC Bank, N.A.
10.15.1** Amendment No. 2 to the Credit Agreement dated November 19, 1999 by
and among Internet Capital Group, Inc., Internet Capital Group
Operations, Inc., the Banks named therein and PNC Bank, N.A.
10.16 Benchmarking Partners, Inc. Option Agreement dated January 1, 1997
by and between Christopher H. Greendale and Internet Capital Group,
L.L.C. (incorporated by reference to Exhibit 10.28 to the IPO
Registration Statement)
10.16.1 Amendment to Benchmarking Partners Option Agreement dated July 19,
1999 by and between Christopher H. Greendale and Internet Capital
Group, Inc. (incorporated by reference to Exhibit 10.29.1 to IPO
Amendment No. 3)
10.17 Syncra Software, Inc. Option Agreement dated August 1, 1998 by and
between Michael H. Forster and Internet Capital Group, L.L.C.
(incorporated by reference to Exhibit 10.29 to the IPO Registration
Statement)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Document
------- --------
<C> <S>
10.18 Letter Agreement between Internet Capital Group, L.L.C. and Douglas
Alexander dated July 18, 1997 (incorporated by reference to Exhibit
10.31 to IPO Amendment No. 1)
10.19 Letter Agreement between Internet Capital Group, L.L.C. and Robert
Pollan dated April 27, 1998 (incorporated by reference to Exhibit
10.32 to IPO Amendment No. 1)
10.20 Form of Promissory Note issued in connection with exercise of Internet
Capital Group's stock options in May, June and July of 1999
(incorporated by reference to Exhibit 10.33 to IPO Amendment No. 1)
10.21 Form of Restrictive Covenant Agreement executed in connection with
exercise of Internet Capital Group's stock options (incorporated by
reference to Exhibit 10.34 to IPO Amendment No. 1)
10.22 Securities Purchase Agreement dated October 27, 1999 by and among
eMerge Interactive, Inc., J. Technologies, LLC and Internet Capital
Group, Inc. (incorporated by reference to Internet Capital Group's
Current Report on Form 8-K filed November 22, 1999 (File No. 0-26929))
10.23** Joint Venture Agreement dated October 26, 1999 by and between Internet
Capital Group, Inc. and Safeguard Securities, Inc.
10.24** Purchase agreement dated November 5, 1999 between JusticeLink, Inc.
and Internet Capital Group, Inc.
10.25** Purchase Agreement dated December 5, 1999 between Internet Capital
Group, Inc. and AT&T Corp.
10.26** Purchase Agreement dated December 6, 1999 between Internet Capital
Group, Inc. and Internet Assets, Inc.
12.1** Calculation of Ratio of Earnings to Fixed Charges
21.1** Subsidiaries of Internet Capital Group
23.1** Consent of KPMG LLP regarding Internet Capital Group, Inc.
23.2 Consent of Dechert Price & Rhoads, included in Exhibit 5.1
23.3** Consent of KPMG LLP regarding Applica Corporation
23.4** Consent of KPMG LLP regarding Breakaway Solutions, Inc.
23.5** Consent of PricewaterhouseCoopers LLP regarding CommerceQuest, Inc.
23.6** Consent of Ernst & Young LLP regarding ComputerJobs.com, Inc.
23.7** Consent of PricewaterhouseCoopers LLP regarding Syncra Software, Inc.
23.8** Consent of Arthur Andersen LLP regarding United Messaging, Inc.
23.9** Consent of PricewaterhouseCoopers LLP regarding Universal Access, Inc.
23.10** Consent of KPMG LLP regarding Web Yes, Inc.
23.11** Consent of KPMG LLP regarding WPL Laboratories, Inc.
23.12** Consent of PricewaterhouseCoopers LLP regarding Vivant! Corporation
23.13** Consent of KPMG LLP regarding VitalTone Inc.
23.14** Consent of PricewaterhouseCoopers LLP regarding Commerx, Inc.
23.15** Consent of KPMG LLP regarding eMerge Interactive, Inc.
23.16** Consent of Deloitte & Touche LLP regarding ONVIA.com, Inc.
23.17** Consent of KPMG LLP regarding Purchasing Group, Inc. and Integrated
Sourcing, LLC
23.18** Consent of PricewaterhouseCoopers LLP regarding traffic.com, Inc.
23.19** Consent of Arthur Andersen, LLP regarding USgift.com
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Document
------- --------
<C> <S>
23.20** Consent of Ernst & Young LLP regarding JusticeLink, Inc.
24.1** Power of Attorney, included on the signature page hereof
25.1** Statement on Form T-1 of Eligibility of Trustee
27.1** Financial Data Schedule
</TABLE>
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* To be filed by Amendment
** Previously filed
II-5
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF LAW OFFICES OF DECHERT PRICE & RHOADS]
December 10, 1999
Internet Capital Group, Inc.
435 Devon Park Drive
Building 800
Wayne, Pennsylvania 19087
Re: Form S-1 Registration Statement (Registration No. 333-91447)
------------------------------------------------------------
Gentlemen and Ladies:
We have acted as counsel to Internet Capital Group, Inc., a Delaware
corporation ("ICG"), in connection with the preparation and filing of the
Registration Statement on Form S-1 (Registration No. 333-91447) originally filed
on November 22, 1999 with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act") and as
subsequently amended by an amendment thereto filed on December 6, 1999 and an
amendment to be filed today (the "Registration Statement"), relating to the
proposed issuance of up to 6,900,000 shares (the "Shares"), of Common Stock, par
value $.001 per share, of ICG ("Common Stock"), and the proposed issuance by ICG
of up to $287,500,000 of Convertible Subordinated Notes due 2004 (the "Notes"),
which will be sold to the respective underwriters named in the Registration
Statement pursuant to the Purchase Agreements filed as Exhibit 1.1 and Exhibit
1.2 to the Registration Statement (the "Equity Purchase Agreements") and Exhibit
1.3 to the Registration Statement (the "Debt Purchase Agreement"). The Notes
are to be issued pursuant to the terms of an Indenture substantially in the form
filed as Exhibit 4.2 to the Registration Statement (the "Indenture"), between
the Company and Chase Manhattan Trust Company, National Association, as Trustee.
We have participated in the preparation of the Registration Statement and
have made such legal and factual examination and inquiry as we have deemed
advisable for the rendering of this opinion. In making our examination we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to all authentic original
documents of all documents submitted to us as copies.
Based upon and subject to the foregoing, we are of the following opinion:
1. When (i) the Registration Statement becomes effective, (ii) the Pricing
Committee of the Company's Board of Directors approves the price at which the
Shares are to be sold to the underwriters set forth in the Equity Purchase
Agreements and approves other matters relating to the issuance and sale of the
Shares, (iii) the Equity Purchase Agreements have been
<PAGE>
Internet Capital Group, Inc.
December 10, 1999
Page 2
duly executed and delivered by the parties thereto and (iv) certificates
representing the Shares in the form of the specimen certificate examined by us
have been manually signed by an authorized officer of the transfer agent and
registrar for the Common Stock and registered by such transfer agent and
registrar, and have been delivered to and paid for by the Underwriters, at a
price per share not less than the per share par value of the Common Stock as
contemplated by the Equity Purchase Agreements, the issuance and sale of the
Shares will have been duly authorized, and the Shares will be validly issued,
fully paid and nonassessable.
2. When (i) the Registration Statement becomes effective and the Indenture
has been qualified under the Trust Indenture Act, (ii) the Pricing Committee of
the Company's Board of Directors approves the terms of the Notes, including the
price at which the Notes are to be sold to the underwriters pursuant to the Debt
Purchase Agreement, and other matters relating to the issuance and sale of the
Notes, (iii) the Indenture and the Debt Purchase Agreement have been duly
executed and delivered by the parties thereto, and (iv) the Notes have been duly
executed and authenticated in accordance with the terms of the Indenture and
delivered to and paid for by the underwriters as contemplated by the Debt
Purchase Agreement, the issuance and sale of the Notes will have been duly
authorized, and the Notes will constitute legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization or other similar laws affecting creditors' rights or debtors'
obligations and to general principles of equity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus contained
therein under the caption "Legal Matters." 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 Securities Act.
Very truly yours,
/s/Dechert Price & Rhoads
