<PAGE>
As filed with the Securities and Exchange Commission on September 16, 1999
Registration No. 333-82577
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
FOUNDRY NETWORKS, INC.
(Exact name of registrant as specified in its charter)
--------------
Delaware 3576 77-0431154
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification Number)
Incorporation or Classification Code
Organization) Number)
--------------
680 W. Maude Avenue, Suite 3
Sunnyvale, CA 94086
(408) 530-3300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
--------------
Bobby R. Johnson, Jr., President and Chief Executive Officer
FOUNDRY NETWORKS, INC.
Sunnyvale, CA 94086
(408) 530-3300
(Name, Address Including Zip Code, and Telephone Number Including Area Code,
of Agent for Service)
--------------
Copies to:
Joshua L. Green Jorge del Calvo
David C. Lee Karen A. Dempsey
Robert S. Schlossman Davina K. Kaile
Russ K. Yoshinaka Karen M. Yan
VENTURE LAW GROUP PILLSBURY MADISON & SUTRO LLP
A Professional Corporation 2550 Hanover Street
2800 Sand Hill Road Palo Alto, CA 94304
Menlo Park, CA 94025
--------------
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, please 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(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. [_]
--------------
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.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by us in connection with the
sale of common stock being registered. All amounts are estimates except the
SEC registration fee and the NASD filing fee and the Nasdaq National Market
listing fee.
<TABLE>
<CAPTION>
Amount
--------
<S> <C>
SEC registration fee............................................... $ 25,576
NASD filing fee.................................................... 9,700
Nasdaq National Market listing fee................................. 100,000
Printing and engraving expenses.................................... 100,000
Legal fees and expenses............................................ 450,000
Accounting fees and expenses....................................... 250,000
Blue Sky qualification fees and expenses........................... 5,000
Transfer Agent and Registrar fees.................................. 10,000
Miscellaneous fees and expenses.................................... 14,724
--------
Total............................................................ $965,000
========
</TABLE>
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. Upon
completion of this offering, Article XIII of our certificate of incorporation
(Exhibit 3.2) and Article VI of our bylaws (Exhibit 3.4) will provide for
indemnification of our directors, officers, employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. In addition,
we have entered into indemnification agreements with our officers and
directors. The Underwriting Agreement (Exhibit 1.1) also provides for cross-
indemnification among Foundry and the Underwriters with respect to certain
matters, including matters arising under the Securities Act.
Item 15. Recent Sales of Unregistered Securities
Since inception in May 1996, we have sold and issued the following
unregistered securities:
1. In June 1996, we issued and sold 16,470,000 shares of common stock for an
aggregate purchase price of $109,800. These shares were issued to the
following: Lee Chen, H. Earl Ferguson, Bobby R. Johnson, Jr. and Jeffrey
Prince. The shares were paid for by Mr. Johnson and Mr. Ferguson through
the assignment of proprietary information valued at $78,500 and $15,000,
respectively, and cash consideration from Mr. Chen and Mr. Prince in the
amounts of $6,800 and $9,500, respectively.
2. In June 1996, we issued 8,625,000 shares of Series A preferred stock for an
aggregate cash consideration of $5,750,000. These shares were issued to the
following: Crosspoint Venture Partners (1996), Dixon & Carol Doll Family
Trust, DMW Investors '96, Doll Family Partnership, H. Earl Ferguson, Robert
Earl Ferguson, Institutional Venture Management VII L.P., Institutional
Venture Partners Founders Fund I, LP, Institutional Venture Partners VII
L.P., James E. Hulburd and Laura L. Hulburd, Trustees for the Hulburd
Family Trust REV TR
II-1
<PAGE>
U/A DTD 7/30/92, Bobby R. Johnson, Jr., Joshua L. Green As Trustee of the
Community Trust under the Green Family Trust U/A/D 11/6/95, Russell
Randolph Scott, University of Michigan Business School Growth Fund, VLG
Investments '96 and James P. Wade.
3. In October 1996, we issued warrants to purchase 45,000 shares of Series A
preferred stock, which will convert to warrants to purchase common stock
upon completion of this offering, to Lighthouse Capital Partners II L.P. in
connection with an equipment lease agreement.
4. In June, August and December 1997, we issued a total of 6,130,425 shares of
Series B preferred stock for an aggregate cash consideration of
$9,399,994.20. These shares were issued to the following: Accel
Internet/Strategic Technology Fund L.P., Accel Investors '97 L.P., Accel
Keiretsu V L.P., Accel V L.P., Crosspoint Venture Partners (1996), Doll
Technology Investment Fund L.P., Ellmore C. Patterson Partners,
Institutional Venture Management VII L.P., Institutional Venture Partners
Founders Fund I, LP, Institutional Venture Partners VII L.P., Joshua L.
Green As Trustee of the Community Trust under the Green Family Trust U/A/D
11/6/95, Mitsui & Co. (U.S.A.), Inc., Mitsui & Co., Ltd. and VLG
Investments '97.
5. In March 1998, we issued 7,731,960 shares of Series C preferred stock for
an aggregate cash consideration of $15,000,008. These shares were issued to
the following: Accel Internet/Strategic Technology Fund L.P., Accel
Investors '97 L.P., Accel Keiretsu V L.P., Accel V L.P., Crosspoint Venture
Partners LS 1997, Doll Technology Affiliates Fund, L.P., Doll Technology
Investment Fund L.P., Doll Technology Side Fund, L.P., Ellmore C. Patterson
Partners, Institutional Venture Management VII L.P., IVP Founders Fund I,
LP, Institutional Venture Partners VII L.P., Mitsui & Co., Ltd.,
VantagePoint Advisors, LLC and VantagePoint Venture Partners 1996.
6. In June 1999, we issued 187,500 shares of Series C preferred stock to one
investor, a family trust of which Andrew K. Ludwick, a director of Foundry,
is a trustee, for an aggregate cash consideration of $1,000,000.
The issuances of the above securities were deemed to be exempt from
registration under the Securities Act in reliance on Section 4(2) of such
Securities Act as transactions by an issuer not involving any public offering.
In addition, certain issuances described in Item 2 were deemed exempt from
registration under the Securities Act in reliance upon Rule 701 promulgated
under the Securities Act. The recipients of securities in each such
transaction represented their intentions to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the share
certificates and warrants issued in such transactions. All recipients had
adequate access, through their relationships with us, to information about us.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Number Description
------ -----------
<C> <S>
1.1 Form of Underwriting Agreement.*
3.1 Amended and Restated Certificate of Incorporation of Foundry Networks,
Inc.*
3.2 Amended and Restated Certificate of Incorporation of Foundry Networks,
Inc. (proposed).*
3.3 Amended and Restated Bylaws of Foundry Networks, Inc.*
3.4 Amended and Restated Bylaws of Foundry Networks, Inc. (proposed).*
4.1 Specimen Stock Certificate.*
4.2 Preferred Stock Purchase Warrant dated October 9, 1996.*
4.3 Specimen Stock Certificate (proposed).*
5.1 Opinion of Venture Law Group regarding the legality of the common stock
being registered.*
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Number Description
------ -----------
<C> <S>
10.1 1996 Stock Plan (amended July 8, 1999).*
10.2 1999 Employee Stock Purchase Plan dated July 8, 1999.*
10.3 1999 Directors' Stock Option Plan dated July 8, 1999.*
10.4 Form of Indemnification Agreement between Foundry Networks, Inc. and
each of its Officers and Directors.*
10.5 OEM Purchase Agreement dated January 6, 1999 between Foundry Networks,
Inc. and Hewlett-Packard Company, Workgroup Networks Division.**
10.6 Reseller Agreement dated July 1, 1997 between Foundry Networks, Inc.
and Mitsui & Co., Ltd.**
10.7 Common Stock Purchase Agreement and Assignment Agreement between
StarRidge Networks, Inc. and Bobby R. Johnson, Jr. dated June 6, 1996.*
10.8 Promissory Note, Pledge and Security Agreement and Assignment Separate
from Certificate dated June 25, 1997, executed by Drusilla Demopoulos
in connection with a loan from Foundry Networks, Inc. in connection
with the exercise of options to purchase common stock.*
10.9 Promissory Note, Pledge and Security Agreement and Assignment Separate
from Certificate dated April 29, 1998, executed by Drusilla Demopoulos
in connection with a loan from Foundry Networks, Inc. in connection
with the exercise of options to purchase common stock.*
10.10 Promissory Note, Pledge and Security Agreement and Assignment Separate
from Certificate dated October 6, 1998, executed by Ken Cheng in
connection with a loan from Foundry Networks, Inc. in connection with
the exercise of options to purchase common stock.*
10.11 Lease agreement dated October 16, 1996, between StarRidge Networks,
Inc. and PaineWebber Qualified Plan Property Fund Four, L.P. for
offices at 680 W. Maude Ave., Sunnyvale, CA 94086.*
10.12 Sublease agreement dated March 15, 1999 between Foundry Networks, Inc.
and Prolifix Medical, Inc. for offices at 680 W. Maude Ave., Sunnyvale,
CA 94086.*
23.1 Consent of Arthur Andersen, LLP, Independent Public Accountants.*
23.2 Consent of Counsel (included in Exhibit 5.1).*
24.1 Power of Attorney.*
27.1 Financial Data Schedule (EDGAR-filed version only).
99.1 Consent of Collaborative Research.*
99.2 Consent of Dell'Oro Group.*
99.3 Consent of Tolly Group.*
99.4 Consent of Network World.*
</TABLE>
- --------
* Previously filed.
** Previously filed; confidential treatment requested as to certain portions
of this exhibit.
(b) Financial Statement Schedules
Schedule II--Valuation and Qualifying Accounts
Other schedules are omitted because they are not applicable, or because the
information is included in the Financial Statements or the Notes thereto.
Item 17. Undertakings
The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
II-3
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 4 to Registration Statement on Form S-1 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Sunnyvale, State of California on September 16, 1999.
FOUNDRY NETWORKS, INC.
/s/ Timothy D. Heffner
By: _________________________________
Timothy D. Heffner
Vice President, Finance &
Administration,Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to Registration Statement on Form S-1 has been signed by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
*Bobby R. Johnson, Jr. President, Chief Executive September 16, 1999
______________________________________ Officer and Chairman of
(Bobby R. Johnson, Jr.) the Board of Directors
(Principal Executive
Officer)
/s/ Timothy D. Heffner Vice President, Finance & September 16, 1999
______________________________________ Administration, Chief
(Timothy D. Heffner) Financial Officer
(Principal Financial and
Accounting Officer)
*Seth D. Neiman Director September 16, 1999
______________________________________
(Seth D. Neiman)
*Andrew K. Ludwick Director September 16, 1999
______________________________________
(Andrew K. Ludwick)
</TABLE>
<TABLE>
<S> <C>
/s/ Timothy D. Heffner
*By: _________________________________
(Timothy D. Heffner)
Attorney-In-Fact
</TABLE>
II-5
<PAGE>
Foundry Networks, Inc. Exhibits Index
<TABLE>
<CAPTION>
Number Description
------ -----------
<C> <S>
1.1 Form of Underwriting Agreement.*
3.1 Amended and Restated Certificate of Incorporation of Foundry Networks,
Inc.*
3.2 Amended and Restated Certificate of Incorporation of Foundry Networks,
Inc. (proposed).*
3.3 Amended and Restated Bylaws of Foundry Networks, Inc.*
3.4 Amended and Restated Bylaws of Foundry Networks, Inc. (proposed).*
4.1 Specimen Stock Certificate.*
4.2 Preferred Stock Purchase Warrant dated October 9, 1996.*
4.3 Specimen Stock Certificate (proposed).*
5.1 Opinion of Venture Law Group regarding the legality of the common stock
being registered.*
10.1 1996 Stock Plan (amended July 8, 1999).*
10.2 1999 Employee Stock Purchase Plan dated July 8, 1999.*
10.3 1999 Directors' Stock Option Plan dated July 8, 1999.*
10.4 Form of Indemnification Agreement between Foundry Networks, Inc. and
each of its Officers and Directors.*
10.5 OEM Purchase Agreement dated January 6, 1999 between Foundry Networks,
Inc. and Hewlett-Packard Company, Workgroup Networks Division.**
10.6 Reseller Agreement dated July 1, 1997 between Foundry Networks, Inc.
and Mitsui & Co., Ltd.**
10.7 Common Stock Purchase Agreement and Assignment Agreement between
StarRidge Networks, Inc. and Bobby R. Johnson, Jr. dated June 6, 1996.*
10.8 Promissory Note, Pledge and Security Agreement and Assignment Separate
from Certificate dated June 25, 1997, executed by Drusilla Demopoulos
in connection with a loan from Foundry Networks, Inc. in connection
with the exercise of options to purchase common stock.*
10.9 Promissory Note, Pledge and Security Agreement and Assignment Separate
from Certificate dated April 29, 1998, executed by Drusilla Demopoulos
in connection with a loan from Foundry Networks, Inc. in connection
with the exercise of options to purchase common stock.*
10.10 Promissory Note, Pledge and Security Agreement and Assignment Separate
from Certificate dated October 6, 1998, executed by Ken Cheng in
connection with a loan from Foundry Networks, Inc. in connection with
the exercise of options to purchase common stock.*
10.11 Lease agreement dated October 16, 1996, between StarRidge Networks,
Inc. and PaineWebber Qualified Plan Property Fund Four, L.P. for
offices at 680 W. Maude Ave., Sunnyvale, CA 94086.*
10.12 Sublease agreement dated March 15, 1999 between Foundry Networks, Inc.
and Prolifix Medical, Inc. for offices at 680 W. Maude Ave., Sunnyvale,
CA 94086.*
23.1 Consent of Arthur Andersen, LLP, Independent Public Accountants.*
23.2 Consent of Counsel (included in Exhibit 5.1).*
24.1 Power of Attorney.*
27.1 Financial Data Schedule (EDGAR-filed version only).
99.1 Consent of Collaborative Research.*
99.2 Consent of Dell'Oro Group.*
99.3 Consent of Tolly Group.*
99.4 Consent of Network World.*
</TABLE>
- --------
* Previously filed.
** Previously filed; confidential treatment requested as to certain portions of
this exhibit.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FOUNDRY
NETWORKS, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> JUN-30-1999 DEC-31-1998
<CASH> 12,430 4,567
<SECURITIES> 0 0
<RECEIVABLES> 14,455 7,006
<ALLOWANCES> 1,074 399
<INVENTORY> 9,735 7,201
<CURRENT-ASSETS> 36,038 18,742
<PP&E> 1,828 1,683
<DEPRECIATION> 1,413 1,187
<TOTAL-ASSETS> 36,453 19,238
<CURRENT-LIABILITIES> 14,478 8,079
<BONDS> 0 0
31,085 30,085
0 0
<COMMON> 3 3
<OTHER-SE> (9,113) (18,929)
<TOTAL-LIABILITY-AND-EQUITY> 36,453 19,238
<SALES> 39,487 17,039
<TOTAL-REVENUES> 39,487 17,039
<CGS> 17,991 8,433
<TOTAL-COSTS> 17,991 8,433
<OTHER-EXPENSES> 17,155 18,371
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (24) (413)
<INCOME-PRETAX> 4,365 (9,352)
<INCOME-TAX> 1,091 0
<INCOME-CONTINUING> 3,274 (9,352)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 3,274 (9,352)
<EPS-BASIC> 0.18 (0.69)
<EPS-DILUTED> 0.06 (0.69)
</TABLE>
