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As filed with the Securities and Exchange Commission on December 15, 1999
Registration No. 333-78365
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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eCollege.com
(Exact name of registrant as specified in its charter)
Delaware 7379 84-1351729
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification
Incorporation or Number)
Organization)
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10200 A East Girard Avenue
Denver, Colorado 80231
(303) 873-7400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Mr. Robert N. Helmick
President and Chief Executive Officer
eCollege.com
10200 A East Girard Avenue
Denver, Colorado 80231
(303) 873-7400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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with copies to:
Richard R. Plumridge, Esq. James C.T. Linfield, Esq.
John E. Hayes, III, Esq. Cooley Godward LLP
Lexi Methvin, Esq. 2595 Canyon Boulevard, Suite 250
Brobeck, Phleger & Harrison LLP Boulder, Colorado 80302
370 Interlocken Boulevard, Suite 500 (303) 546-4000
Broomfield, Colorado 80021
(303) 410-2000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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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 for the same offering. [X] 333-78365
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
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<TABLE>
<CAPTION>
Aggregate Amount of
Title of each class of Amount to be Offering price offering registration
securities to be registered registered(1) per share(2) price(2) fee(2)(3)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value... 575,000 $11.00 $6,325,000 $3,197.00
</TABLE>
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(1) Includes 75,000 shares which the Underwriting have the option to purchase
from the Company to cover over-allotments, if any.
(2) Based upon the offering price of the Common Stock of $11.00 per share.
(3) Calculated pursuant to Rule 457(a). Shares of Common Stock previously
registered on the Company's Registration Statement on Form S-1 (No. 333-
78365) include 5,175,000 shares for which the registration fee has been
previously been paid.
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This Registration Statement is being filed with respect to the registration
of additional shares of the Common Stock, $.01 par value per share, of
eCollege.com, a Delaware corporation (the "Company"), pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Company's
earlier effective registration statement (Registration No. 333-78365) are
incorporated in this Registration Statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
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<PAGE>
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 Denver, Colorado, on
this 14th day of December, 1999.
eCollege.com
By: ___/s/ Robert N. Helmick___
Name:Robert N. Helmick
Title:President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 14, 1999:
<TABLE>
<CAPTION>
Signature Title(s)
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<S> <C>
* President, Chief Executive Officer and
___________________________________________ Chairman of the Board of Directors
Robert N. Helmick (principal executive officer)
* Chief Financial Officer and Treasurer
___________________________________________ (principal financial officer)
Douglas H. Kelsall
* Vice President, Finance (principal
___________________________________________ accounting officer)
Ginger C. Smith
* Vice President, Chief Technology Officer
___________________________________________ and Director
Jonathan M. Dobrin
* Director
___________________________________________
Jack W. Blumenstein
* Director
___________________________________________
Christopher E. Girgenti
* Director
___________________________________________
Oakleigh Thorne
* Director
___________________________________________
Jeri Korshak
</TABLE>
Robert N. Helmick
*By: /s/_______________________
Robert N. Helmick
Attorney-in-Fact
II-1
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Description
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<C> <S>
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
24.1* Powers of Attorney (See Signature Page on Page II-5).
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (No. 333-78365) filed on May 13, 1999.
<PAGE>
Exhibit 5.1
December 15, 1999
eCollege.com
10200 A East Girard Avenue
Denver, CO 80231
Re: eCollege.com Registration Statement on Form S-1
Pursuant to Rule 462(b) Relating to 500,000
Shares of Common Stock
Ladies and Gentlemen:
This opinion relates to an aggregate of 500,000 shares of common
stock, par value $0.01 (the "Shares") of eCollege.com (the "Company") which are
the subject matter the Company's Registration Statement on Form S-1 (the
"Registration Statement") filed with the Securities and Exchange Commission
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Act").
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. Based on such review, 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 legally 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 under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this 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.
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eCollege.com
Page 2
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 be brought to our attention and which 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,
BROBECK, PHLEGER & HARRISON LLP
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EXHIBIT 23.1
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) incorporated by reference in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
December 15, 1999
Denver, Colorado.
