<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 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
SYMYX TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 8731 77-0397908
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
SYMYX TECHNOLOGIES, INC.
3100 CENTRAL EXPRESSWAY
SANTA CLARA, CALIFORNIA 95051
(408) 764-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
STEVEN D. GOLDBY
CHIEF EXECUTIVE OFFICER
SYMYX TECHNOLOGIES, INC.
3100 CENTRAL EXPRESSWAY
SANTA CLARA, CALIFORNIA 95051
(408) 764-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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<S> <C>
MARIO M. ROSATI, ESQ. STANTON D. WONG, ESQ.
CHRISTOPHER D. MITCHELL, ESQ. JOHN L. DONAHUE, ESQ.
JASON M. BRADY, ESQ. WILLIAM A. HINES, ESQ.
ALEXANDER D. PHILLIPS, ESQ. DAWN C. STEELE, ESQ.
PAUL G. CASTOR, ESQ. BLAIR M. WALTERS, ESQ.
WILSON SONSINI GOODRICH & ROSATI PILLSBURY MADISON & SUTRO LLP
PROFESSIONAL CORPORATION 2550 HANOVER STREET
650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304
PALO ALTO, CA 94304 (650) 233-4500
(650) 493-9300
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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,
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] 333-87453
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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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE(1)
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Common stock, $0.001 par value.............................. $14,860,300 $4,132
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(1) The Company previously registered an aggregate of $74,301,500 worth of
Common Stock on a Registration Statement on Form S-1 (File No. 333-87453),
for which a filing fee of $20,656 was previously paid upon the filing of
such Registration Statement. The Registrant has instructed a bank to
transmit by wire transfer the filing fee to the Securities and Exchange
Commission, the Registrant will not revoke such instruction, and it has
sufficient funds in such account to cover the amount of the registration
fee.
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
This Registration Statement relates to the public offering of Common Stock of
the Registrant contemplated by the Registration Statement on Form S-1, File No.
333-87453 (the "Prior Registration Statement"), and is being filed for the sole
purpose of registering additional securities of the same class as were included
in the Prior Registration Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Symyx Technologies, Inc. has duly caused this Registration Statement on Form S-1
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Santa Clara, State of California, on the 17th day of November, 1999.
SYMYX TECHNOLOGIES, INC.
By: /s/ STEVEN D. GOLDBY
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Steven D. Goldby
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended this
Registration Statement on Form S-1 has been signed by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <C> <S>
/s/ STEVEN D. GOLDBY Chief Executive Officer November 17, 1999
- ------------------------------------ and Chairman of the Board
Steven D. Goldby (Principal Executive
Officer)
/s/ JERYL L. HILLEMAN Senior Vice President and November 17, 1999
- ------------------------------------ Chief Financial Officer
Jeryl L. Hilleman (Principal Financial and
Accounting Officer)
*THOMAS R. BARUCH Director November 17, 1999
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Thomas R. Baruch
*SAMUEL D. COLELLA Director November 17, 1999
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Samuel D. Colella
*MARTIN GERSTEL Director November 17, 1999
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Martin Gerstel
*BARON GAULTHAUS KRAIJENHOFF Director November 17, 1999
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Baron Gaulthaus Kraijenhoff
*FRANCOIS A. L'EPLATTENIER Director November 17, 1999
- ------------------------------------
Francois A. L'Eplattenier
*KENNETH J. NUSSBACHER Director November 17, 1999
- ------------------------------------
Kenneth J. Nussbacher
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II-5
<PAGE> 4
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <C> <S>
*MARIO M. ROSATI Director November 17, 1999
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Mario M. Rosati
*PETER G. SCHULTZ Director November 17, 1999
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Peter G. Schultz
Director
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Isaac Stein
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*By: /s/ STEVEN D. GOLDBY
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Steven D. Goldby
(Attorney-In-Fact)
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(1) The Power of Attorney granted by each director was filed as an exhibit to
the Prior Registration Statement.
II-6
<PAGE> 5
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT NO. EXHIBIT
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<C> <S>
1.1* Form of Underwriting Agreement
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (included in exhibit 5.1)
24.1* Power of Attorney
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* Incorporated by reference from the Prior Registration Statement.
<PAGE> 1
EXHIBIT 5.1
[WILSON SONSINI GOODRICH & ROSATI, P.C. LETTERHEAD]
November 17, 1999
Symyx Technologies, Inc.
3100 Central Expressway
Santa Clara, California 95051
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 originally filed by
Symyx Technologies, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") on November 18, 1999, as hereafter amended or
supplemented (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of $14,860,300 worth of shares of
the Company's Common Stock (the "Shares"). The Shares are to be sold by the
Company as described in the Registration Statement. As your counsel in
connection with this transaction, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
sale and issuance of the Shares. It is our opinion that, upon completion of the
proceedings being taken or contemplated by us, as your counsel, to be taken
prior to the issuance of the Shares and upon completion of the proceedings being
taken in order to permit such transactions to be carried out in accordance with
the securities laws of the various states where required, the Shares, when
issued and sold in the manner described in the Registration Statement and in
accordance with the resolutions adopted by the Board of Directors of the
Company, will be legally and validly issued, fully paid and non-assessable. We
consent to the use of this opinion as an exhibit to said Registration Statement,
and further consent to the use of our name wherever appearing in said
Registration Statement, including the prospectus constituting a part thereof,
and in any amendment or supplement thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI,
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Financial Data" and "Experts" incorporated by reference in the Registration
Statement (Form S-1) and related Prospectus of Symyx Technologies, Inc. for the
registration of 1,061,450 shares of its common stock and to the incorporation by
reference of our report dated October 8, 1999 except, as to the third paragraph
of Note 1 for which the date is October 22, 1999, with respect to the financial
statements of Symyx Technologies, Inc. included in Amendment No. 5 to the
Registration Statement (Form S-1, No. 333-87453) and related Prospectus of Symyx
Technologies, Inc. for the registration of 5,307,250 shares of its common stock
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
November 17, 1999
