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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CYSIVE, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 7371 54-16988017
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
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11480 SUNSET HILLS ROAD
SUITE 200 E
RESTON, VIRGINIA 20190
(703) 742-0865
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
NELSON A. CARBONELL, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CYSIVE, INC.
11480 SUNSET HILLS ROAD
SUITE 200 E
RESTON, VIRGINIA 20190
(703) 742-0865
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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STEVEN A. MUSELES, ESQ. PAUL V. ROGERS, ESQ.
HOGAN & HARTSON L.L.P. HALE AND DORR LLP
555 THIRTEENTH STREET, N.W. 1455 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20004 WASHINGTON, D.C. 20004
TELEPHONE: (202) 637-5600 TELEPHONE: (202) 942-8400
TELECOPY: (202) 637-5910 TELECOPY: (202) 942-8484
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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. [x]
333-85651
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED OFFERING PRICE REGISTRATION FEE
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Common Stock, $.01 par value........................... $3,852,500 $1,071
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EXPLANATORY NOTE
This registration statement relates to the public offering of Common Stock
of Cysive, Inc. contemplated by a Registration Statement on Form S-1,
Registration No. 333-85651 (the "Prior Registration Statement"), and is filed
solely to increase the maximum aggregate offering price of the Common Stock
from $62,000,000 to $65,852,500. The contents of the Prior Registration
Statement, including all exhibits thereto, are hereby incorporated by reference.
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SIGNATURE
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 Reston, Commonwealth of
Virginia, on October 14, 1999.
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CYSIVE, INC.
By: /s/ Nelson A. Carbonell, Jr.
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Nelson A. Carbonell, Jr.
Chairman, President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed as of October 14, 1999 by the following
persons in the capacities and on the date indicated.
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NAME TITLE
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/s/ Nelson A. Carbonell, Jr.
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Nelson A. Carbonell, Jr. Chairman, President and Chief Executive Officer (Principal
Executive Officer)
*
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John R. Lund Chief Financial Officer, Treasurer, Secretary and Director
(Principal Financial and Accounting Officer)
*
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Jon Korin Director
*
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John Sabin Director
*
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Eric J. Magleby Director
*/s/ Nelson A. Carbonell, Jr.
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Nelson A. Carbonell, Jr.
Attorney-in-Fact
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EXHIBIT INDEX
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5.1* Opinion of Hogan & Hartson L.L.P.
23.1 Consent of Ernst & Young LLP
23.2* Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
24.1* Power of Attorney (included on signature page)
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* Incorporated by reference from the Registration Statement on Form S-1 of
the Registrant, Registration No. 333-6067.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected Financial
Data" and "Experts" and to the use of our reports dated January 14, 1999, except
for Note 12, as to which the date is September 24, 1999, in the Registration
Statement (Form S-1, No. 333-85651) and related Prospectus of Cysive, Inc.
(formerly Alta Software, Inc.) for the Registration of 3,000,000 shares of its
common stock.
/s/ ERNST & YOUNG LLP
Vienna, Virginia Ernst & Young LLP
October 14, 1999
