<PAGE>
As filed with the Securities and Exchange Commission on December 16, 1999.
Registration No. 333-92927
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
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. [X] File No. 333-92927
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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<PAGE>
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<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
(incorporated by reference to Exhibit 1.1 to Amendment No. 1 filed by
the Registrant on December 6, 1999 ("Amendment No. 1") to the
Registration Statement on Form S-1 filed by the Registrant on November
22, 1999 (Registration No. 333-91447) (the "Follow-on Registration
Statement"))
1.2 Form of International Purchase Agreement for International Offering of
Common Stock (incorporated by reference to Exhibit 1.2 to Amendment
No. 1)
1.3 Form of Purchase Agreement for Convertible Subordinated Note Offering
(incorporated by reference to Exhibit 1.3 to Amendment No. 1)
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 (incorporated by reference to Exhibit
4.7 to Amendment No. 1)
4.3 Form of Internet Capital Group's Convertible Subordinated Note due
December 21, 2004 (included in Exhibit 4.2)
5.1* Opinion of Dechert Price & Rhoads as to the legality of the
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)
</TABLE>
II-1
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<TABLE>
<CAPTION>
Exhibit
Number Document
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<C> <S>
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
(incorporated by reference to Exhibit 10.4 to Amendment No. 1)
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)
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 Form of Office Lease between Friends' Provident Life Office and IBIS
(505) Limited for premises located in London, England (incorporated by
reference to Exhibit 10.11 to Amendment No. 3 filed by the Registrant
on December 15, 1999 ("Amendment No. 3") to the Follow-on Registration
Statement)
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 (incorporated by reference to Exhibit 10.12 to
the Follow-on Registration Statement)
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. (incorporated by
reference to Exhibit 10.15 to the Follow-on Registration Statement)
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. (incorporated by
reference to Exhibit 10.15.1 to the Follow-on Registration Statement)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Document
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<C> <S>
10.15.2 Form of Amended and Restated Amendment No. 2 to the Credit Agreement
dated December 10, 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 10.15.2 to
Amendment No. 3)
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)
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. (incorporated by
reference to Exhibit 10.23 to the Follow-on Registration Statement)
10.24 Purchase Agreement dated November 5, 1999 between JusticeLink, Inc.
and Internet Capital Group, Inc. (incorporated by reference to Exhibit
10.24 to Amendment No. 1)
10.25 Purchase Agreement dated December 6, 1999 between Internet Capital
Group, Inc. and AT&T Corp. (incorporated by reference to Exhibit 10.25
to Amendment No. 1)
10.26 Purchase Agreement dated December 6, 1999 between Internet Capital
Group, Inc. and Internet Assets, Inc. (incorporated by reference to
Exhibit 10.26 to Amendment No. 1)
10.27 Purchase Agreement dated December 14, 1999 between Internet Capital
Group, Inc. and Ford Motor Company (incorporated by reference to
Exhibit 10.27 to Amendment No. 3)
12.1 Calculation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12.1 to the Follow-on Registration Statement)
21.1 Subsidiaries of Internet Capital Group (incorporated by reference to
Exhibit 21.1 to Amendment No. 1)
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.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Document
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<C> <S>
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
23.20 Consent of Ernst & Young LLP regarding JusticeLink, Inc.
24.1 Power of Attorney, included on the signature page of the Follow-on
Registration Statement
25.1 Statement on Form T-1 of Eligibility of Trustee (incorporated by
reference to Exhibit 25.1 to the Follow-on Registration Statement)
27.1 Financial Data Schedule (incorporated by reference to Exhibit 27.1 to
the Follow-on Registration Statement)
</TABLE>
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* Incorporated by reference to the Exhibit of the same number to the
Registration Statement on Form S-1 filed by the Registrant on December 16, 1999
(Registration No. 333-92927)
(b) Financial Statement Schedules
None.
Schedules have been omitted since they are not required or are not
applicable or the required information is shown in the financial statements or
related notes.
II-4
<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 16th 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
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
Walter W. Buckley, III President, Chief Executive December 16, 1999
______________________________________ Officer and Director
Walter W. Buckley, III (principal executive
officer)
David D. Gathman Chief Financial Officer December 16, 1999
______________________________________ and Treasurer (principal
David D. Gathman financial and accounting
officer)
* Director December 16, 1999
______________________________________
Julian A. Brodsky
* Director December 16, 1999
______________________________________
E. Michael Forgash
* Director December 16, 1999
______________________________________
Kenneth A. Fox
* Director December 16, 1999
______________________________________
Dr. Thomas P. Gerrity
* Director December 16, 1999
______________________________________
Robert E. Keith, Jr.
* Director December 16, 1999
______________________________________
Peter A. Solvik
Walter W. Buckley, III
*By: _________________________________
Walter W. Buckley, III
Attorney-in-Fact
</TABLE>
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<PAGE>
Exhibit 23.20
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-1 to be filed pursuant to Rule 462(b) on or about December 16, 1999, of
our report dated October 25, 1999, except for Notes 9 and 10, for which the date
is November 12, 1999, with respect to the financial statements of JusticeLink,
Inc. (formerly LAWPlus, Inc.) included in the Registration Statement on Form S-1
No. 333-91447 and related Prospectus of Internet Capital Group, Inc.
/s/ Ernst & Young LLP
Dallas, Texas
December 16, 1999
