<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 2000
REGISTRATION NO. 333-42574
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
E-CENTIVES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7389 52-1988332
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) No.)
</TABLE>
---------------------
6903 ROCKLEDGE DRIVE, SUITE 1200
BETHESDA, MARYLAND 20817
(301) 564-6700
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------------
JASON R. KARP, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
E-CENTIVES, INC.
6903 ROCKLEDGE DRIVE, SUITE 1200
BETHESDA, MARYLAND 20817
(301) 564-6700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
Copies to:
<TABLE>
<S> <C>
STEVEN M. KAUFMAN, ESQ. DR. FRANCOIS M. BIANCHI
HOGAN & HARTSON L.L.P. NIEDERER KRAFT & FREY
555 THIRTEENTH STREET, N.W. BAHNHOFSTR. 13
WASHINGTON, D.C. 20004 CH-8001 ZURICH
TELEPHONE: (202) 637-5600 TELEPHONE: +41-1-217-1000
FACSIMILE: (202) 637-5910 FACSIMILE: +41-1-217-1400
</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 of 1933, please check the
following box and list the Securities Act of 1933 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 of 1933, check the following box and list the
Securities Act of 1933 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 of 1933, 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
EXPLANATORY NOTE TO AMENDMENT NO. 1
This Amendment No. 1 to the e-centives, Inc. Registration Statement on Form
S-1 has been filed solely for the purpose of filing certain exhibits to the
Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
See Index to Exhibits.
(b) Financial Statement Schedules
Previously filed.
II-1
<PAGE> 3
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 Bethesda, State of
Maryland, on August 25, 2000.
E-CENTIVES, INC.
By: /s/ KAMRAN AMJADI
----------------------------------
Kamran Amjadi
Chairman 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 date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
* Chairman and Chief Executive August 25, 2000
----------------------------------------------------- Officer (Principal Executive
Kamran Amjadi Officer)
* President, Chief Operating July 28, 2000
----------------------------------------------------- Officer, Secretary and
Mehrdad Akhavan Director
* Chief Financial Officer and August 25, 2000
----------------------------------------------------- Treasurer (Principal
Michael Sullivan Financial and Accounting
Officer)
Director August 25, 2000
-----------------------------------------------------
Peter Friedli
* Director August 25, 2000
-----------------------------------------------------
James Caccavo
* By Attorney-in-Fact
/s/ JASON KARP
-----------------------------------------------------
Jason Karp
</TABLE>
II-2
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1.1(3) Form of Underwriting Agreement.
3.1.1(1) Certificate of Incorporation of e-centives, Inc., as
amended.
3.1.2(3) Form of Amended and Restated Certificate of Incorporation of
e-centives, Inc. to be filed after the closing of this
offering.
3.2(3) Certificate of Elimination to Certificate of Designations,
Rights and Preferences of Series C Convertible Preferred
Stock of e-centives, Inc.
3.3(1) Bylaws of e-centives, Inc.
4.1(3) Specimen certificate representing the Common Stock.
4.2(1) Registration Rights Agreement, dated February 18, 2000, by
and among e-centives, Inc. and certain stockholders named
therein.
5(3) Opinion of Hogan & Hartson L.L.P.
10.1(1) 1996 Stock Incentive Plan.
10.2(2)* e-centives -- Excite@Home Co-Branding Agreement, dated
February 16, 2000, by and between e-centives, Inc. and At
Home Corporation.
10.3(2)* Technology and Marketing Agreement, dated May 13, 1999, by
and between e-centives, Inc. and ZDNet, as amended.
10.4(1) Internet Data Center Services Agreement, dated March 23,
1998, by and between e-centives, Inc. and Exodus
Communications, Inc.
10.5(1) Employment Agreement for Kamran Amjadi, dated May 8, 1998.
10.6(1) Employment Agreement for Mehrdad Akhavan, dated May 8, 1998.
10.7(1) Lease Agreement, dated September 23, 1997, by and between
e-centives, Inc. and Democracy Associates Limited
Partnership, as amended and modified on June 29, 2000.
23.1(1) Consent of KPMG LLP.
23.2(3) Consent of Hogan & Hartson L.L.P. (included in Exhibit 5).
24.1(1) Power of Attorney.
27.1(1) Financial Data Schedule.
</TABLE>
---------------
(1) Previously filed.
(2) Filed herewith.
(3) To be filed by amendment.
* Certain confidential portions of this Exhibit were omitted by means of
redacting a portion of the text. This Exhibit has been filed separately with
the Secretary of the Commission without such text pursuant to our
Application Requesting Confidential Treatment under Rule 406 of the
Securities Act.
