<PAGE>
As filed with the Securities and Exchange Commission on October 27, 1999
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
DATA RETURN CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Texas 75-2725988
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
222 West Las Colinas Boulevard, Suite 450
Irving, Texas 75039
(972) 869-0770
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
Sunny C. Vanderbeck
Chairman and Chief Executive Officer
Data Return Corporation
222 West Las Colinas Boulevard, Suite 450
Irving, Texas 75039
(972) 869-0770
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copies to:
<TABLE>
<S> <C>
Stephen B. Norris Jorge del Calvo
William D. Howell Stanton D. Wong
Thompson & Knight L.L.P. Gabriella A. Lombardi
801 Cherry Street, Suite 1600 Christine F. Nakagawa
Fort Worth, Texas 76102 Pillsbury Madison & Sutro LLP
(817) 347-1700 2550 Hanover Street
Palo Alto, California 94304
(650) 233-4500
</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] 333-84011
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 Amount of
Title of each class of aggregate offering registration
securities to be registered price(1)(2)(3) fee(4)
- ------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, par value $.001 per share...... $93,437,500 $25,976
- ------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) In accordance with Rule 457(o) under the Securities Act of 1933, the
number of shares being registered and the proposed maximum offering price
per share are not included in this table.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Includes associated rights to purchase one one-hundredth of a share of
Series A Junior Participating Preferred Stock, par value $.001 per share.
Rights initially are attached to and trade with the common stock of the
Registrant. The value attributable to the rights, if any, is reflected in
the offering price of the common stock.
(4) $23,977.50 of this registration fee was previously paid as part of the
original filing of the Registration Statement.
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 the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") by Data Return Corporation (the "Company"), pursuant to Rule 462(b)
under the Act. This Registration Statement incorporates by reference the
contents of the Registration Statement on Form S-1 (File No. 333-84011)
declared effective on October 26, 1999 by the Securities and Exchange
Commission (the "Commission"), including each of the documents filed by the
Company with the Commission as exhibits thereto.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on 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 28, 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 the bank during regular business hours on October 28, 1999.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on October 27, 1999.
Data Return Corporation
/s/ Sunny C. Vanderbeck
By: _________________________________
Sunny C. Vanderbeck
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Sunny C. Vanderbeck Chairman of the Board, October 27, 1999
______________________________________ Chief Executive Officer
Sunny C. Vanderbeck and Director (Principal
Executive Officer)
* President, Chief Operating
______________________________________ Officer and Director
Michelle R. Chambers
* Vice President--Research
______________________________________ and Product Development
Jason A. Lochhead and Director
/s/ Stuart A. Walker Vice President--Chief October 27, 1999
______________________________________ Financial Officer,
Stuart A. Walker Treasurer and Secretary
(Principal Financial and
Accounting Officer)
* Director
______________________________________
Nathan Landow
/s/ Sunny C. Vanderbeck October 27, 1999
*By: _________________________________
Sunny C. Vanderbeck
Attorney-in-fact
/s/ Stuart A. Walker October 27, 1999
*By: _________________________________
Stuart A. Walker, as
Attorney-in-fact
</TABLE>
3
<PAGE>
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
5.1 Opinion of Thompson & Knight L.L.P. (incorporated herein by reference
to the Registrant's Registration Statement on Form S-1 (File
No. 333-84011) filed with the Securities and Exchange Commission on
July 29, 1999)
23.1 Consent of Thompson & Knight L.L.P.
23.2 Consent of Ernst & Young LLP
</TABLE>
<PAGE>
EXHIBIT 23.1
Consent of Thompson & Knight L.L.P.
We consent to the incorporation by reference in this Registration Statement
(Form S-1) of Data Return Corporation of the reference to our firm under the
caption "Legal Matters" included in the Registration Statement (Form S-1 No.
333-84011) and related Prospectus of Data Return Corporation filed with the
Securities and Exchange Commission.
/s/ Thompson & Knight L.L.P.
Austin, Texas
October 27, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-1) of Data Return Corporation to the reference to our firm under the
captions "Summary Financial Information", "Selected Historical Financial Data"
and "Experts" and to the use of our report dated May 18, 1999, except for Note
9, as to which the date is September 27, 1999, included in the Registration
Statement (Form S-1 No. 333-84011) and related Prospectus of Data Return
Corporation filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
October 27, 1999
