<PAGE>
As filed with the Securities and Exchange Commission on May 17, 2000
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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iBEAM BROADCASTING CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware 7389 94-3296895
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code
organization) Number)
645 Almanor Avenue, Suite 100
Sunnyvale, CA 94086
(408) 523-1600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Chris Dier
Chief Financial Officer
iBEAM Broadcasting Corporation
645 Almanor Avenue, Suite 100
Sunnyvale, CA 94086
(408) 523-1600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Barry Taylor, Esq. Bruce Dallas, Esq.
David Dayan, Esq. Davis Polk & Wardwell
Charles Prober, Esq. 1600 El Camino Real
Wilson Sonsini Goodrich Menlo Park, CA 94025
& Rosati (650) 752-2000
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300 ---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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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.[X] 333-95833
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 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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<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Class of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.0001 par
value(1)............... 1,150,000 $10.00 $11,500,000 $3,036
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</TABLE>
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-1 filed by iBEAM Broadcasting Corporation (Reg. No. 333-
95833) pursuant to the Securities Act of 1933, as amended, and declared
effective on May 17, 2000, including the exhibits thereto, is incorporated by
reference into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of
Sunnyvale, State of California, on the 17th day of May, 2000.
iBEAM BROADCASTING CORPORATION
/s/ Peter Desnoes
By:
__________________________________
Peter Desnoes
President 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 dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Peter Desnoes President and Chief May 17, 2000
____________________________________ Executive Officer and
Peter Desnoes Chairman of the Board
(Principal Executive
Officer)
Chris Dier* Vice President and Chief May 17, 2000
____________________________________ Financial Officer
Chris Dier (Principal Financial and
Accounting Officer)
Barry Baker* Director May 17, 2000
____________________________________
Barry Baker
Frederic Seegal* Director May 17, 2000
____________________________________
Frederic Seegal
Richard Shapero* Director May 17, 2000
____________________________________
Richard Shapero
Peter Wagner* Director May 17, 2000
____________________________________
Peter Wagner
Robert Wilmot* Director May 17, 2000
____________________________________
Robert Wilmot
</TABLE>
*By: /s/ Peter Desnoes
____________________________
Peter Desnoes
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
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<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati Professional Corporation.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of KPMG LLP, Independent Auditor.
23.3 Consent of Counsel. Reference is made to Exhibit 5.1.
</TABLE>
<PAGE>
EXHIBIT 5.1
May 17, 2000
iBEAM Broadcasting Corporation
645 Almanor Avenue, Suite 100
Sunnyvale, California 94086
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1, as amended,
filed by you with the Securities and Exchange Commission on May 17, 2000, as
amended (the "Registration Statement"), in connection with the registration
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of up to
1,150,000 shares of your Common Stock, par value $0.0001 (the "Shares"). We
understand that the Shares are to be sold to the underwriters of the offering
for resale to the public as described in the Registration Statement and
pursuant to the Underwriting Agreement filed as an exhibit thereto. As your
legal counsel, we have examined the proceedings proposed to be taken in
connection with said sale and issuance of the Shares.
It is our opinion that the Shares, when issued and sold in the manner
described in the Registration Statement, will be legally issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 pursuant to Rule 462(b) of our report dated January 28,
2000, except as to the third paragraph of Note 2, which is as of April 11,
2000, relating to the financial statements of iBEAM Broadcasting Corporation
(a development stage company), which appears in iBEAM Broadcasting
Corporation's Registration Statement on Form S-1 (No. 333-95833). We also
consent to the reference to us under the heading "Experts" in such
Registration Statement.
PricewaterhouseCoopers LLP
San Jose, California
May 17, 2000
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
webcasts.com, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-1 of iBEAM Broadcasting Corporation of our report dated February 21,
2000, with respect to the consolidated balance sheets of webcasts.com, Inc.
and subsidiary as of December 31, 1999 and 1998, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash flows for
the years then ended, which report appears in the registration statement on
Form S-1 (No. 333-95833) of iBEAM Broadcasting Corporation, and to the
reference to our firm under the heading "Experts" in the Prospectus.
KPMG LLP
Oklahoma City, Oklahoma
May 15, 2000
