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As filed with the Securities and Exchange Commission on November 16, 1999
Registration No. 333-
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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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WEB STREET, INC.
(Exact name of registrant as specified in its charter)
Delaware 6211 36-4212401
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification No.)
Incorporation or Classification Code No.)
Organization)
510 Lake Cook Road, Deerfield, Illinois 60015, (847) 444-4700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Stuart A. Cohn, Esq.
Executive Vice President and General Counsel
Web Street, Inc.
510 Lake Cook Road, Deerfield, Illinois 60015, (847) 444-4700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
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<S> <C>
Mark D. Wood, Esq. Robert Rosenman, Esq.
Adam R. Klein, Esq. Cravath, Swaine & Moore
Katten Muchin & Zavis 825 Eighth Avenue
525 West Monroe Street, Suite 1600 New York, New York 10019
Chicago, Illinois 60661 (212) 474-1000
(312) 902-5200
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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.
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] 333-85849
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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Proposed Maximum
Title of Each Class of Aggregate Amount of
Securities to be Registered Offering Price(1) Registration Fee
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Common Stock, $.01 par value.................................. $3,162,500 $880
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933, as amended.
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The Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Rule 462(b) under the
Securities Act of 1933.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission (the "SEC") by Web Street, Inc. (the "Company") pursuant to Rule
462(b) promulgated under the Securities Act of 1933, as amended. This
Registration Statement hereby incorporates by reference the contents of the
Company's Registration Statement on Form S-1 (Registration No. 333-85849),
including the exhibits thereto, relating to the offering of up to $44,275,000
in proposed maximum aggregate offering price of the Company's common stock, par
value $0.01 per share.
CERTIFICATION
We hereby certify to the SEC that we have instructed our bank to pay the SEC
the filing fee of $880 for the shares of common stock being registered hereby
as soon as practicable (but in any event no later than the close of business on
November 17, 1999); that we will not revoke such instructions; that we have
sufficient funds in the relevant account to cover the amount of the filing fee;
and that we undertake to confirm receipt of such instructions by the bank on
November 17, 1999.
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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 City of Deerfield, and State of
Illinois, on the 16th day of November, 1999.
Web Street, Inc.
/s/ Stuart A. Cohn
By: _________________________________
Stuart A. Cohn
Executive Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities indicated on November 16, 1999.
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Signature Title
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<S> <C>
* Co-Chairman of the Board and Chief
___________________________________________ Executive Officer (principal executive
Joseph J. Fox officer)
* Co-Chairman of the Board and President
___________________________________________
Avi Fox
* Executive Vice President, Chief Financial
___________________________________________ Officer (principal financial and
Joseph A. Barr accounting officer) and Treasurer
* Director
___________________________________________
Robert F. Bernard
* Director
___________________________________________
Fredric J. Graber
* Executive Vice President, Chief Operating
___________________________________________ Officer and Director
D. Jonathan Rosenberg
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/s/ Stuart A. Cohn
By: _________________________________
Stuart A. Cohn As Attorney-in-fact
II-1
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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<C> <S>
5 Opinion of Katten Muchin & Zavis as to the legality of the securities
being registered (including consent).
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Katten Muchin & Zavis (contained in its opinion filed as
Exhibit 5 hereto).
24 Power of Attorney (incorporated by reference to Exhibit 24 to the
Company's Registration Statement on Form S-1, Registration No. 333-
85849)
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EXHIBIT 5
November 16, 1999
Web Street, Inc.
510 Lake Cook Road
Deerfield, Illinois 60015
Re: Registration Statement on Form S-1
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Ladies and Gentlemen:
We have acted as counsel for Web Street, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of a registration
statement on Form S-1, as amended (File No. 333-85849) (the "Registration
Statement"), with the Securities and Exchange Commission pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "Act"). The Registration
Statement relates to the Company's public offering of up to 287,500 shares (the
"Shares") of its Common Stock, $0.01 par value per share (the "Common Stock"),
including 37,500 shares of Common Stock issuable upon exercise of the
Underwriters' (as defined herein) over-allotment option. This opinion is being
furnished in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Act.
In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and written statements of directors, officers and
employees of, and the accountants and transfer agent for, the Company. While we
have relied as to matters of fact on such certificates and statements without
investigation, no facts have come to our attention that cause us to believe that
any of the representations contained in such certificates and statements were
not accurate. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such instruments, documents and records as we
have deemed relevant and necessary to examine for the purpose of this opinion,
including (a) the Registration Statement, (b) the Company's Amended and Restated
Certificate of Incorporation of the Company, (c) the Amended and Restated By-
Laws of the Company, (d) records of proceedings of the Board of Directors of the
Company, (e) the Company's stock records, (f) the Underwriting Agreement (the
"Underwriting Agreement") entered into between the Company and Fahnestock & Co.
Inc., Pacific Crest Securities Inc. and Web Street Securities, Inc. as
representatives of the several underwriters named therein
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Web Street, Inc.
November 16, 1999
Page 2
(collectively, the "Underwriters") and (g) a form of specimen certificate
representing the Common Stock.
In connection with this opinion, we have assumed the legal capacity of all
natural persons, the accuracy and completeness of all documents and records that
we have reviewed, the genuineness of all signatures, the authenticity of the
documents submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as certified, conformed or reproduced
copies.
Based upon and subject to the foregoing, it is our opinion that when
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 such certificates are
delivered to, and the Shares are paid for by, the Underwriters as contemplated
by the Underwriting Agreement, the up to 287,500 Shares covered by the
Registration Statement (including the up to 37,500 Shares issuable upon
exercise of the Underwriters' over-allotment option) will be validly issued,
fully paid and non-assessable.
Our opinion expressed above is limited to the General Corporation Law of
the State of Delaware, and we do not express any opinion concerning any other
laws. This opinion is given as of the date hereof and we assume no obligation to
advise you of changes that may hereafter be brought to our attention.
We hereby consent to use of our name under the heading "Legal Matters" in
the Prospectus forming a part of the Registration Statement and to use of this
opinion for filing as Exhibit 5 to the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category of persons
whose consent is required under Section 7 of the Act or the related rules and
regulations thereunder.
Very truly yours,
/s/ KATTEN MUCHIN & ZAVIS
KATTEN MUCHIN & ZAVIS
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated June 4, 1999
(except with respect to the matters discussed in Note 13, as to which the date
is October 11, 1999) included in Web Street, Inc.'s Form S-1 registration
statement (No. 333-85849) and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
November 16, 1999
