As filed with the Securities and Exchange Commission on February 17, 2000
Registration No. 333-92325
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INFORTE CORP.
(Exact name of registrant as specified in its charter)
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Delaware 7373 36-3909334
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
INFORTE CORP.
150 N. Michigan Avenue, Suite 3400
Chicago, Illinois 60601
(312) 540-0900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Philip S. Bligh
Chief Executive Officer
INFORTE CORP.
150 N. Michigan Avenue, Suite 3400
Chicago, Illinois 60601
(312) 540-0900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Edwin D. Mason, Esq. Larry A. Barden, Esq.
Foley & Lardner Sidley & Austin
One IBM Plaza Bank One Plaza
330 N. Wabash Ave. 10 South Dearborn St.
Chicago, Illinois 60611 Chicago, Illinois 60603
(312) 755-1900 (312) 853-7785
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared 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, 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 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,
check the following box. [_]
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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.
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<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 the
underwriting discount, payable by the registrant in connection with the sale of
the common stock being registered. All amounts are estimates, except for the
Securities and Exchange Commission registration fee, the NASD filing fee and
the Nasdaq listing fee. All of these costs and expenses will be borne by the
registrant.
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee................. $ 15,180
NASD filing fee............................................... 5,500
Nasdaq listing fee............................................ 81,625
Blue Sky fees and expenses.................................... 15,000
Transfer agent expenses and fees.............................. 6,000
Printing and engraving........................................ 215,000
Accountants' fees and expenses................................ 147,700
Legal fees and expenses....................................... 250,000
Miscellaneous................................................. 683,000
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Total....................................................... $1,419,005
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</TABLE>
Item 14. Indemnification of Directors and Executive Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or permits a Delaware corporation to grant, indemnity to present or
former directors and executive officers, as well as certain other persons
serving at the request of the corporation in related capacities. This permitted
indemnity is sufficiently broad to permit indemnification for liabilities
arising under the Securities Act of 1933, including reimbursement for expenses
incurred.
The indemnification authorized under Delaware law is not exclusive and is
in addition to any other rights granted to officers and directors under the
certificate of incorporation or bylaws of the corporation or any agreement
between officers and directors and the corporation. The registrant's
certificate of incorporation and bylaws provide for the indemnification of
directors, former directors and executive officers to the maximum extent
permitted by Delaware law. The registrant's certificate of incorporation and
bylaws also provide that it may purchase and maintain insurance on behalf of a
director or officer against liability asserted against the director or officer
in such capacity. In addition, the registrant has entered into Indemnification
Agreements (Exhibit 10.7 hereto) with each executive officer and director. The
Underwriting Agreement (Exhibit 1.1) also provides for cross-indemnification
among the registrant and the underwriters with respect to certain matters,
including matters arising under the Securities Act.
Item 15. Recent Sales of Unregistered Securities
Within the past three years, we have sold the following securities which
were not registered under the Securities Act:
Between July 31, 1996 and August 15, 1998, we sold a total of 1,665,000
shares of our common stock to six of our key employees for aggregate
consideration of approximately $116,550.
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The purchases and sales were exempt pursuant to Section 4(2) of the Securities
Act as transactions by an issuer not involving a public offering, where the
purchasers represented their intention to acquire the securities for investment
only, not with a view toward distribution, and received or had access to
adequate information about Inforte.
Since adoption of our incentive stock option plan in 1995 and through
December 31, 1999, we have granted stock options to employees to purchase
6,535,225 shares of common stock with exercise prices ranging from $0.02 to
$7.00 per share pursuant to the plan. Of these options, 4,206,154 have been
exercised for an aggregate consideration of $290,060. The issuance of common
stock upon exercise of the options was exempt pursuant to Rule 701, as a
transaction pursuant to a compensatory benefit plan.
No underwriters were employed in any of the above transactions.
Appropriate legends were affixed to the share certificates issued in the
transactions.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
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<CAPTION>
Exhibit No. Description
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<C> <S>
1.1+ Form of Underwriting Agreement
3.1+ Certificate of Incorporation
3.2+ Amended and Restated Bylaws
5.1 Legal Opinion of Foley & Lardner as to legality of securities
10.2+ Loan Agreement dated as of September 16, 1999 between the
registrant and Citibank, N.A.
10.3+ Amended and Restated 1995 Incentive Stock Option Plan
10.4+ Amended and Restated 1997 Incentive Compensation Plan
10.5+ Form of Stock Option Agreement
10.6+ Amended and Restated 1999 Employee Stock Purchase Plan
10.7+ Form of Director/Officer Indemnification Agreement
10.8+ Shareholder Loan Agreement
23.1+ Consent of Independent Auditors
23.2+ Consent of Foley & Lardner (included in Exhibit 5.1)
23.3+ Consent of International Data Corporation
24.1+ Power of Attorney
27.1+ Financial Data Schedule for Year ended December 31, 1999
99.1+ Consent of Al Ries as Proposed Director
99.2+ Consent of Edgar D. Jannotta as Proposed Director
99.3+ Consent of Ray Kurzweil as Proposed Director
99.4+ Consent of Michael E. Porter as Proposed Director
</TABLE>
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+ Previously filed.
(b) Financial Statement Schedules
Schedule II--Valuation and Qualifying Accounts
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Item 17. Undertakings
The undersigned registrant hereby undertakes 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 deliver to each purchaser.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, 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 the registrant 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 of 1933, 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against such public policy as expressed in the Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the registrant 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 Act, and will be governed by the
final adjudication of such issues.
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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 Chicago,
State of Illinois, on February 17, 2000.
Inforte Corp.
/s/ Philip S. Bligh
By___________________________________
Philip S. Bligh, President, Chief
Executive Officer, and Chairman
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Philip S. Bligh President, Chief Executive February 17, 2000
______________________________________ Officer, and Chairman
Philip S. Bligh
/s/ Stephen C. P. Mack Chief Operating Officer February 17, 2000
______________________________________ and Director
Stephen C. P. Mack
/s/ Nick Padgett Chief Financial Officer, February 17, 2000
______________________________________ Chief Accounting Officer,
Nick Padgett and Director
</TABLE>
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Exhibit 5.1
FOLEY & LARDNER
Attorneys at Law
CHICAGO POST OFFICE BOX 240 SACRAMENTO
DENVER JACKSONVILLE, FLORIDA 32201-0240 SAN DIEGO
JACKSONVILLE THE GREENLEAF BUILDING SAN FRANCISCO
LOS ANGELES 200 LAURA STREET TALLAHASSEE
MADISON JACKSONVILLE, FLORIDA 32202-3510 TAMPA
MILWAUKEE TELEPHONE (904) 359-2000 WASHINGTON, D.C.
ORLANDO FACSIMILE (904) 359-8700 WEST PALM BEACH
CLIENT/MATTER NUMBER
053534/0113
February 17, 2000
Inforte Corporation
150 N. Michigan Ave., Suite 3400
Chicago, IL 60601
Re: Registration Statement on Form S-1
Registration No. 333-92325
Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-1 (Registration No. 333-92325) of Inforte Corporation (the
"Company"), under the Securities Act of 1933, as amended, for the registration
of shares of common stock, par value $0.001 (the "Shares"). The Registration
Statement, as amended by Amendment No. 5 filed concurrently herewith, is
referred to herein as the "Registration Statement."
As counsel for the Company, we have examined and are familiar with the
following:
a. Certificate of Incorporation of the Company as filed in the
Office of the Secretary of State of the State of Delaware;
b. Bylaws of the Company;
c. The proceedings of the board of directors of the Company in
connection with or with respect to the issuance and sale of the Shares to be
sold by the Company to certain underwriters pursuant to an underwriting
agreement (the "Underwriting Agreement") between the Company and the
underwriters named in the Registration Statement; and
<PAGE>
Foley & Lardner
Inforte Corporation
February 17, 2000
Page 2
d. Such other documents, Company records, and matters of law as we
deemed to be pertinent.
Based upon our examination of such documents and our familiarity
with such proceedings, it is our opinion that:
1. The Company has been duly incorporated and is validly existing
and in good standing under the laws of the State of Delaware.
2. The Shares covered by the Registration Statement (including the
Shares covered by the over-allotment described in the Registration Statement) to
be sold by the Company will be legally issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 in
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus. In giving this consent we do not admit that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules or regulations of the
Securities Exchange Commission promulgated thereunder.
FOLEY & LARDNER
/s/ Foley & Lardner
