<PAGE>
As filed with the Securities and Exchange Commission on February 10, 2000
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------
LANTE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 7379 36-3322393
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification No.)
Incorporation or Classification Code No.)
Organization)
161 North Clark Street, Suite 4900, Chicago, Ilinois 60601, (312) 696-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
C. Rudy Puryear
President and Chief Executive Officer
161 North Clark Street, Suite 4900, Chicago, Illinois 60601, (312) 696-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
<TABLE>
<S> <C>
Howard S. Lanznar, Esq. William J. Whelan, III, Esq.
Jeffrey R. Patt, Esq. Cravath, Swaine & Moore
Katten Muchin Zavis Worldwide Plaza
525 West Monroe Street, Suite 1600 825 Eighth Avenue
Chicago, Illinois 60661 New York, New York 10019
(312) 902-5200 (212) 474-1000
</TABLE>
-----------------
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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [X] 333-92373
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Maximum
Title of Each Class of Aggregate Amount of
Securities to be Registered Offering Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, $.01 par value.................................. $4,600,000 $1,215
- ----------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933, as amended.
---------------
The Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Rule 462(b) under the
Securities Act of 1933.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission (the "SEC") by Lante Corporation (the "Company") pursuant to Rule
462(b) promulgated under the Securities Act of 1933, as amended. This
Registration Statement hereby incorporates by reference the contents of the
Company's Registration Statement on Form S-1 (Registration No. 333-92373),
including the exhibits thereto, relating to the offering of up to $87,400,000
in proposed maximum aggregate offering price of the Company's common stock,
par value $0.01 per share.
CERTIFICATION
We hereby certify to the SEC that we have instructed our bank to pay the
SEC the filing fee of $1,215 for the shares of common stock being registered
hereby as soon as practicable (but in any event no later than the close of
business on February 11, 2000); that we will not revoke such instructions;
that we have sufficient funds in the relevant account to cover the amount of
the filing fee; and that we undertake to confirm receipt of such instructions
by the bank on February 11, 2000.
<PAGE>
SIGNATURES
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 Chicago, and State of
Illinois on the 10th day of February, 2000.
Lante Corporation
/s/ Brian Henry
By: _________________________________
Brian Henry
Executive Vice President and Chief
Financial Officer
II-1
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on February 10, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Chairman of the Board of Directors
______________________________________
Mark Tebbe
* Chief Executive Officer, President and
______________________________________ Director (Principal Executive Officer)
C. Rudy Puryear
/s/ Brian Henry Executive Vice President and Chief
______________________________________ Financial Officer (Principal Financial
Brian Henry Officer)
* Controller (Principal Accounting Officer)
______________________________________
William J. Davis
* Director
______________________________________
Paul Carbery
* Director
______________________________________
James Cowie
* Director
______________________________________
Judith Hamilton
* Director
______________________________________
John Kraft
* Director
______________________________________
John Landry
* Director
______________________________________
John Oltman
* Director
______________________________________
Paul Yovovich
</TABLE>
/s/ Brian Henry
*By________________________________
Brian Henry As Attorney-in-fact
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<C> <S>
23 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (incorporated by reference to Exhibit 24 to the
Company's Registration Statement on Form S-1, Registration No. 333-
92373)
</TABLE>
II-3
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Rule 462(b)
Registration Statement of our reports dated December 6, 1999, relating to the
consolidated financial statements and the financial statement schedule of Lante
Corporation, which appear in the Lante Corporation Registration Statement on
Form S-1 (No. 333-92373). We also consent to the references to us under the
headings "Experts" and "Selected Financial Data" in such Registration Statement
on Form S-1 (No. 333-92373).
/s/ PricewaterhouseCoopers LLP
- ----------------------------------------
PricewaterhouseCoopers LLP
Chicago, Illinois February 10, 2000
