<PAGE>
As filed with the Securities and Exchange Commission on May 17, 2000
Registration No. 333-95833
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
AMENDMENT NO. 6
To
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
iBEAM BROADCASTING CORPORATION
(Exact name of Registrant as specified in its charter)
---------------
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)
---------------
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)
---------------
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.
---------------
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 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>
EXPLANATORY NOTE
Amendment No. 6 to the Registration Statement is being filed for the sole
purpose of filing additional exhibits.
<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.
<TABLE>
<S> <C>
SEC registration fee............................................. $ 45,540
NASD filing fee.................................................. 17,750
Nasdaq National Market listing fee............................... 90,000
Printing and engraving costs..................................... 300,000
Legal fees and expenses.......................................... 600,000
Accounting fees and expenses..................................... 600,000
Blue Sky fees and expenses....................................... 5,000
Transfer Agent and Registrar fees................................ 10,000
Miscellaneous expenses........................................... 81,710
----------
Total.......................................................... $1,750,000
==========
</TABLE>
Item 14. Indemnification Of Directors And Officers
Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Article X of our Amended and Restated Certificate of Incorporation provides
for the indemnification of directors to the fullest extent permissible under
Delaware law.
Article VI of our Amended and Restated Bylaws provides for the
indemnification of officers, directors and third parties acting on behalf of
us if such person acted in good faith and in a manner reasonably believed to
be in and not opposed to our best interest, and, with respect to any criminal
action or proceeding, the indemnified party had no reason to believe his or
her conduct was unlawful.
We have entered into indemnification agreements with our directors and
executive officers, in addition to indemnification provided for in our Amended
and Restated Bylaws, and intend to enter into indemnification agreements with
any new directors and executive officers in the future. The indemnification
agreements may require us, among other things, to indemnify our directors and
officers against certain liability that may arise by reason of their status or
service as directors and officers (other than liabilities arising from willful
misconduct of a culpable nature), to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified,
and to obtain directors and officers' insurance, if available on reasonable
terms.
Item 15. Recent Sales Of Unregistered Securities
Since inception, we have issued unregistered securities to a limited number
of persons, as described below. None of these transactions involved any
underwriters, underwriting discounts or commissions, or any public offering,
and we believe that each transaction was exempt from the registration
requirements of the Securities Act by virtue of Section 4(2) thereof,
Regulation D promulgated thereunder or Rule 701 pursuant to compensatory
benefit plans and contracts relating to compensation as provided under such
Rule 701. The recipients of securities in each such transaction represented
their intention 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 instruments
issued in such transactions. All recipients had adequate access, through their
relationships with us, to information about us.
II-1
<PAGE>
(1) Since inception through March 31, 2000, (the most recent practicable
date) we granted stock options and restricted stock purchase rights to acquire
an aggregate of 25,689,019 shares of our common stock at prices ranging from
$0.00024 to $13.07 to employees, consultants and directors pursuant to our
1998 Stock Plan, as amended. These shares were issued in reliance on Section
4(2) and Rule 701 of the Securities Act solely to employees, consultants and
directors.
(2) From inception through March 31, 2000, we issued an aggregate of
12,450,704 shares of our common stock to employees, consultants and directors
pursuant to the exercise of options and restricted stock purchase rights
granted under our 1998 Stock Plan, as amended, for an aggregate consideration
of $3,075,919. These shares were issued in reliance on Section 4(2) and Rule
701 of the Securities Act solely to employees, consultants and directors.
(3) On March 23, 1998, we sold 7,636,669 shares of common stock to Michael
Bowles, Robert Wilmot and Navin Chaddha in exchange for $0.00024 per share for
an aggregate purchase price of $1,848.63. These shares were issued in reliance
on Section 4(2) of the Securities Act.
(4) On April 16, 1998, we sold 1,333,333 shares of Series A Preferred Stock
for $1.20 per share to Crosspoint Venture Partners 1997 and the Annabel J.
Montgomery Revocable Trust for an aggregate purchase price of $1,599,999.60.
These shares were issued in reliance on Section 4(2) of the Securities Act.
(5) On June 8, 1998 and July 21, 1998, we sold 3,248,904 shares of Series B
Preferred Stock for $1.65 per share to Accel VI L.P., Accel Internet Fund II
L.P., Accel Keiretsu VI L.P., Accel Investors '98 L.P., Crosspoint Venture
Partners 1997, Media Technology Ventures L.P., Media Technology Entrepreneurs
Fund, L.P., Annabel J. Montgomery Revocable Trust, G&H Partners and Stanford
University, for an aggregate purchase price of $5,360,500. These shares were
issued in reliance on Section 4(2) of the Securities Act.
(6) On November 24, 1998, we issued warrants to purchase 92,208 shares of
our Series B Preferred Stock to Comdisco, Inc., of which 27,273 have an
exercise price of $1.65 and 64,935 have an exercise price of $2.31. These
warrants were issued in reliance on Section 4(2) of the Securities Act.
(7) On February 3, 1999, we sold 3,591,816 shares of Series C Preferred
Stock for $3.42 per share to Accel VI L.P., Accel Internet Fund II L.P., Accel
Keiretsu VI L.P., Accel Investors '98 L.P., Crosspoint Venture Partners 1997,
Media Technology Ventures L.P., Media Technology Ventures Entrepreneurs Fund,
L.P., Intel Corporation, Comdisco, Inc., Annabel J. Montgomery Revocable
Trust, Montgomery & Associates LP, G&H Partners, Stanford University, Peter
Desnoes, Liberty IB, Michael Bowles, Robert Hawk, Chris Dier, Jeffrey and
Janna Rodgers Revocable Trust, Larry Goldstein, Allen Freener, Bruce Lawler,
Annabel J. Montgomery Trust, Crescendo World Fund, LLC and Eagle Ventures
World Fund, LLC for an aggregate purchase price of $12,284,010. These shares
were issued in reliance on Section 4(2) of the Securities Act.
(8) On September 1, 1999, we issued a warrant to purchase 6,396 shares of
Series C Preferred Stock at an exercise price of $3.42 to Comdisco, Inc. This
warrant was issued in reliance on Section 4(2) of the Securities Act.
(9) On October 14, 1999, we sold 7,072,732 shares of Series D Preferred
Stock for $5.96 per share to Crosspoint Venture Partners 1997, Accel VI L.P.,
Accel Internet Fund II L.P., Accel Keiretsu VI, L.P., Accel Investors '98
L.P., Media Technology Ventures L.P., Media Technology Ventures Entrepreneurs
Fund, L.P., Intel Corporation, Microsoft Corporation, Covad Communications
Investment Corp., Comdisco, Inc., Sony Corporation of America, Annabel J.
Montgomery Revocable Trust Dated, J.P. Morgan Direct Venture Capital
Institutional Investors LLC, J.P. Morgan Direct Venture Capital Private
Investors LLC, Crescendo World Fund, LLC, Eagle Ventures WF, LLC, Lunn-iBEAM,
LLC, Peter Desnoes, IRA, Robert C. Hawk, Len Grossi, Fred Seegal, WS
Investment Company 99B, Chris L. Dier, Bruce D. Lawler, Tom Gillis, Nils Lahr,
David Strehlow, Robert Davis and Philip Rosendale for an aggregate purchase
price of $42,153,482. These shares were issued in reliance on Section 4(2) of
the Securities Act and Regulation D promulgated thereunder.
(10) On October 14, 1999, we issued a warrant to purchase 218,120 shares of
Series D Preferred Stock at an exercise price of $5.96 to Microsoft
Corporation. This warrant was issued in reliance on Section 4(2) of the
Securities Act.
II-2
<PAGE>
(11) On December 3, 1999, we issued a warrant to purchase 25,268 shares of
Series D Preferred Stock at an exercise price of $5.96 to Comdisco, Inc. This
warrant was issued in reliance on Section 4(2) of the Securities Act.
(12) On January 25, 2000, we issued 908,820 shares of common stock to
Frederic Seegal for a purchase price of $4.84 per share for an aggregate
purchase price of $4,395,600. These shares were issued in reliance on Section
4(2) of the Securities Act.
(13) On February 15, 2000, we issued 2,181,818 shares of our Series E
Preferred Stock to Pacific Century CyberWorks Limited at a per share purchase
price of $13.75 for an aggregate consideration of $29,999,997. These shares
were issued in reliance on Section 4(2) of the Securities Act.
(14) On February 25, 2000, we issued a warrant to purchase 537,634 shares
of common stock at an exercise price of $9.30 (assuming an initial public
offering price of $10.00 per share) to America Online, Inc. This warrant was
issued in reliance on Section 4(2) of the Securities Act.
(15) On February 28, we issued 363,636 shares of our Series E Preferred
Stock to America Online, Inc. at a per share purchase price of $13.75 for an
aggregate consideration of $5,000,000. These shares were issued in reliance on
Section 4(2) of the Securities Act.
(16) On March 21, 2000 we entered into an Agreement and Plan of Merger
pursuant to which we will acquire webcasts.com. In connection with the closing
of the acquisition on April 28, 2000, we issued 8,233,173 shares of our Series
F Preferred Stock in exchange for outstanding shares of webcasts.com capital
stock. The issuance of these shares was completed in reliance of Section 4(2)
of the Securities Act and Regulation D promulgated thereunder. In connection
with this acquisition, we also assumed webcasts.com options, which are
exercisable to purchase 706,285 shares of our Series F Preferred Stock. These
options were granted in reliance upon Rule 701 of the Securities Act.
(17) On March 16, 2000 we entered into an agreement with Catalyst
Investments, LLC pursuant to which Catalyst Investments, LLC has agreed to
purchase $10,000,000 of our Series G Preferred Stock prior to the closing of
this offering at a price to the public in the offering. Based on an assumed
public offering price of $10.00 per share, Catalyst Investments, LLC will
purchase 1,000,000 shares of our Series G Preferred Stock. These shares will
be issued in reliance on Section 4(2) of the Securities Act.
(18) On April 10, 2000 we entered into an agreement with At Home
Corporation pursuant to which At Home Corporation has agreed to purchase
$5,000,000 of our Series H Preferred Stock prior to the closing of this
offering at a price to the public in the offering less underwriting discounts
and commissions. Based on an assumed public offering price of $10.00 per
share, At Home Corporation will purchase 537,634 shares of our Series H
Preferred Stock. These shares will be issued in reliance on Section 4(2) of
the Securities Act.
We relied upon the securities exemptions for the issuances listed under
footnotes (3)-(15), (17) and (18) above based on the fact that there was no
general solicitation or advertising for these issuances. These issuances were
made to a limited number of purchasers, each of whom we believe was an
accredited investor or, if not, had sufficient financial experience and
resources to evaluate the merits and risks of the investment. We believe each
investor possessed sufficient financial sophistication to participate in such
private financings.
We are relying upon the securities exemption for the issuance listed under
footnote (16) above based on the fact that there was no general solicitation
or advertising for the issuance. There was less than 35 non-accredited
webcasts.com shareholders, each of whom we believe alone or with his purchaser
representative possessed sufficient financial sophistication to participate in
this issuance. In addition, we provided all webcasts.com shareholders with
information regarding our company as required by Rule 506 of Regulation D.
For additional information concerning these equity investment transactions,
reference is made to the information contained under the caption "Certain
Relationships and Related Transactions" in the form of prospectus included
herein.
II-3
<PAGE>
Item 16. Exhibits And Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<C> <S>
1.1** Form of Underwriting Agreement.
2.1** Agreement and Plan of Merger, dated March 21, 2000, by and among
the Registrant, WAC Acquisition Corporation, and Webcasts.com, Inc.
3.1** Restated Certificate of Incorporation of the Registrant.
3.2** Form of Amended and Restated Certificate of Incorporation of the
Registrant, to be filed prior to the closing of this offering.
3.3** By-Laws of the Registrant.
3.4** Form of Amended and Restated By-Laws of the Registrant, to be
effective upon the closing of this offering.
4.1** Specimen of common stock certificate.
4.2** Third Amended and Restated Investors' Rights Agreement dated April
28, 2000.
4.3** Series D Stock Purchase Warrant dated October 14, 1999 held by
Microsoft Corporation.
4.4** Amended and Restated Voting Agreement dated February 15, 2000.
4.5** Voting Agreement with Liberty IB, Inc. dated February 12, 1999.
4.6** Stock Subscription Warrant dated February 25, 2000 held by America
Online, Inc.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati Professional
Corporation.
10.1** Form of Indemnification Agreement entered into by the Registrant
with each of its directors and executive officers.
10.2** Employment Agreement dated January 12, 1999 between the Registrant
and Peter Desnoes.
10.3** 1998 Stock Plan and forms of agreement thereunder.
10.4** 2000 Stock Plan and forms of agreement thereunder.
10.5** 2000 Employee Stock Purchase Plan.
10.6** 2000 Director Option Plan.
10.7** Sublease Agreement dated July 6, 1998 between Netscape
Communications, Inc. and the Registrant with respect to
Registrant's facilities in Sunnyvale, California.
10.8**+ iBEAM and Microsoft Broadband Streaming Initiative Agreement dated
September 20, 1999.
10.9**+ iBEAM Network Membership Agreement by and between the Registrant
and Covad Communications Group dated October 5, 1999.
10.10**+ Teleport Services Agreement dated December 13, 1999 between
Williams Vyvx Services, a business unit of Williams Communications,
Inc., and the Registrant.
10.11**+ System Services Agreement dated January 27, 2000 between America
Online, Inc. and the Registrant.
10.12**+ iBEAM Network Membership Agreement by and between the Registrant
and NorthPoint Communications, Inc. dated September 30, 1999.
10.13** Employment Letter between the Registrant and Chris Dier dated
November 18, 1998.
10.14** Employment Letter between the Registrant and Jeremy Zullo dated
July 9, 1999.
10.15** Employment Letter between the Registrant and Nils Lahr dated July
9, 1999.
10.16** Consulting Agreement between the Registrant and Frederic Seegal
dated January 25, 2000.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<C> <S>
10.17** Restricted Stock Purchase Agreement between the Registrant and
Frederic Seegal dated January 25, 2000.
10.18**+ Excite@Home - iBEAM Internet Services Agreement by and between the
Registrant and At Home Corporation dated April 5, 2000.
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.
24.1** Power of Attorney.
27.1** Financial Data Schedule.
</TABLE>
- --------
** Previously filed.
+ Confidential treatment has been requested with respect to certain non-
public information contained in these exhibits. Such information has been
filed with the Securities and Exchange Commission.
(b) Financial Statement Schedules
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the
financial statements or notes thereto.
Item 17. Undertakings
We hereby undertake to provide to the underwriters at the closing specified
in the underwriting agreement certificates in such denominations and
registered in such names as required by the underwriters to permit prompt
delivery to each purchaser.
Insofar as indemnification by us for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of iBEAM pursuant to the provisions referenced in Item 14 of this Registration
Statement or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by us of expenses incurred or paid by a director, officer, or
controlling person of iBEAM in the successful defense of any action, suit or
proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered hereunder, we 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
Securities Act and will be governed by the final adjudication of such issue.
We hereby undertake that:
(1) For purposes of determining any liability under the Securities Act,
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 iBEAM 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, 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-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this amendment to the 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
By: /s/ Chris Dier
__________________________________
Chris Dier
Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the 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>
Peter Desnoes* President and Chief May 17, 2000
____________________________________ Executive Officer and
Peter Desnoes Chairman of the Board
(Principal Executive
Officer)
/s/ 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/ Chris Dier
____________________________
Chris Dier
Attorney-in-fact
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<C> <S>
1.1** Form of Underwriting Agreement.
2.1** Agreement and Plan of Merger, dated March 21, 2000, by and among the
Registrant, WAC Acquisition Corporation, and Webcasts.com, Inc.
3.1** Restated Certificate of Incorporation of the Registrant.
3.2** Form of Amended and Restated Certificate of Incorporation of the
Registrant, to be filed prior to the closing of this offering.
3.3** By-Laws of the Registrant.
3.4** Form of Amended and Restated By-Laws of the Registrant, to be
effective upon the closing of this offering.
4.1** Specimen of common stock certificate.
4.2** Third Amended and Restated Investors' Rights Agreement dated April
28, 2000.
4.3** Series D Stock Purchase Warrant dated October 14, 1999 held by
Microsoft Corporation.
4.4** Amended and Restated Voting Agreement dated February 15, 2000.
4.5** Voting Agreement with Liberty IB, Inc. dated February 12, 1999.
4.6** Stock Subscription Warrant dated February 25, 2000 held by America
Online, Inc.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati Professional Corporation.
10.1** Form of Indemnification Agreement entered into by the Registrant with
each of its directors and executive officers.
10.2** Employment Agreement dated January 12, 1999 between the Registrant
and Peter Desnoes.
10.3** 1998 Stock Plan and forms of agreement thereunder.
10.4** 2000 Stock Plan and forms of agreement thereunder.
10.5** 2000 Employee Stock Purchase Plan.
10.6** 2000 Director Option Plan.
10.7** Sublease Agreement dated July 6, 1998 between Netscape
Communications, Inc. and the Registrant with respect to Registrant's
facilities in Sunnyvale, California.
10.8**+ iBEAM and Microsoft Broadband Streaming Initiative Agreement dated
September 20, 1999.
10.9**+ iBEAM Network Membership Agreement by and between the Registrant and
Covad Communications Group dated October 5, 1999.
10.10**+ Teleport Services Agreement dated December 13, 1999 between Williams
Vyvx Services, a business unit of Williams Communications, Inc., and
the Registrant.
10.11**+ System Services Agreement dated January 27, 2000 between America
Online, Inc. and the Registrant.
10.12**+ iBEAM Network Membership Agreement by and between the Registrant and
NorthPoint Communications, Inc. dated September 30, 1999.
10.13** Employment Letter between the Registrant and Chris Dier dated
November 18, 1998.
10.14** Employment Letter between the Registrant and Jeremy Zullo dated July
9, 1999.
10.15** Employment Letter between the Registrant and Nils Lahr dated July 9,
1999.
10.16** Consulting Agreement between the Registrant and Frederic Seegal dated
January 25, 2000.
10.17** Restricted Stock Purchase Agreement between the Registrant and
Frederic Seegal dated January 25, 2000.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<C> <S>
10.18**+ Excite@Home - iBEAM Internet Services Agreement by and between the
Registrant and At Home Corporation dated April 5, 2000.
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.
24.1** Power of Attorney.
27.1** Financial Data Schedule.
</TABLE>
- --------
** Previously filed.
+ Confidential treatment has been requested with respect to certain non-
public information contained in these exhibits. Such information has been
filed with the Securities and Exchange Commission.
<PAGE>
EXHIBIT 5.1
May 16, 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 February 1, 2000
(Registration No. 333-95833), as amended (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of up to 12,650,000 shares of your Common Stock, par value $0.0001 (the
"Shares"). The Shares include an over-allotment option granted to the
underwriters of the offering to purchase up to 1,650,000 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
