<PAGE>
As filed with the Securities and Exchange Commission on February 10, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
Under
the Securities Act of 1933
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LANTE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 7379 36-3322393
(Primary Standard Industrial Classification Code No.)
(I.R.S. Employer
(State or other Identification No.)
jurisdiction of
incorporation or
organization)
161 North Clark Street, Suite 4900, Chicago, Illinois 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:
Howard S. Lanznar, Esq. Jeffrey R. William J. Whelan, III, Esq.
Patt, Esq. Katten Muchin Zavis 525 Cravath, Swaine & Moore Worldwide
West Monroe Street, Suite 1600 Plaza 825 Eighth Avenue New York,
Chicago, Illinois 60661 (312) 902- New York 10019 (212) 474-1000
5200
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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 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 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: [X] 333-92373
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please 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 Section 8(a), may
determine.
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<PAGE>
This Post-Effective Amendment No. 1 to the Registration Statement (Reg. No.
333-92373) is being filed with the Securities and Exchange Commission by Lante
Corporation pursuant to Rule 462(d) of the Securities Act of 1933 solely to
file a new Amendment No. 5 to the Registration Statement.
<PAGE>
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
<TABLE>
<C> <S>
1* Form of Underwriting Agreement
3.1* Form of Amended and Restated Certificate of Incorporation of the
Registrant
3.2* Form of Amended Bylaws of the Registrant
4* Specimen stock certificate representing Common Stock
5 Opinion of Katten Muchin Zavis as to the legality of the securities
being registered (including consent)
10.1* Registrant's Stock Option Plan
10.2* Form of Indemnification Agreement
10.3* Registration Agreement, by and between Registrant, its preferred
stockholders, Mark Tebbe and the Tebbe trusts, dated June 17, 1999
10.4* Software License and Services Agreement between Evolve Software,
Inc. and Registrant dated September 3, 1999
10.5* Employment, Confidentiality and Noncompete Agreement between
Registrant and Mark A. Tebbe, dated June 17, 1999
10.6* Employment Agreement between Registrant and C. Rudy Puryear, dated
June 16, 1999
10.7* Employment, Confidentiality and Noncompete Agreement between
Registrant and Brian Henry, dated October 29, 1999
10.8* Restricted Stock Agreement between Registrant and C. Rudy Puryear
dated as of June 30, 1999
10.9* Pledge Agreement by and between Registrant and C. Rudy Puryear
dated June 30, 1999
10.10* Promissory Note in the amount of $2,500,000 by C. Rudy Puryear to
the Registrant, dated June 30, 1999
10.11* Secured Promissory Note in the amount of $3,228,000 by C. Rudy
Puryear to the Registrant dated June 30, 1999
10.12* Amended and Restated Loan and Security Agreement between Registrant
and Old Kent Bank, dated December 29, 1998, as amended on June 15,
1999
10.13* Common Stock Purchase Agreement between Registrant and certain
stockholders
10.14* Master Services Agreement between Registrant and Dell Products,
L.P.
10.15* Form of Employment Agreement between Registrant and certain
Executive Officers of the Registrant
10.16* Secured Promissory Note in the amount of $278,000 by Pantelis
Georgiadis to the Registrant, dated July 30, 1999
10.17* Pledge Agreement, between Pantelis Georgiadis and the Registrant,
dated July 30, 1999
10.18* Promissory Note in the amount of $3,007,500 by the Registrant to
Pantelis Georgiadis, dated September 30, 1999
21* Subsidiaries of Registrant
23.1* Consent of PricewaterhouseCoopers LLP
23.2 Consent of Katten Muchin Zavis (contained in its opinion filed as
Exhibit 5 hereto)
24* Power of Attorney (also see signature page of initial filing)
27* Financial Data Schedule
</TABLE>
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*Previously filed.
(b) Financial Statement Schedule.
Opinion on Schedule II
Schedule II--Valuation and Qualifying Accounts
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
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-2
<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-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
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<C> <S> <C>
5 Opinion of Katten Muchin Zavis as to the legality of the
securities being registered (including consent)
23.2 Consent of Katten Muchin Zavis (contained in its opinion filed
as Exhibit 5 hereto)
</TABLE>
II-4
<PAGE>
Exhibit 5
[KATTEN MUCHIN ZAVIS LETTERHEAD]
February 10, 2000
Lante Corporation
161 North Clark Street, Suite 4900
Chicago, Illinois 60601
Re: Registration Statement on Form S-1
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for Lante Corporation, a Delaware corporation (the
"Company"), in connection with the preparation and filing of a registration
statement on Form S-1, as amended (File No. 333-92373) (the "Registration
Statement"), with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"). The Registration Statement relates to the
Company's public offering of up to 4,600,000 shares of its Common Stock, $0.01
par value per share (the "Common Stock"), including up to 600,000 shares of
Common Stock issuable upon exercise of the Underwriters' (as defined herein)
over-allotment options (the up to 4,600,000 aggregate shares to be sold by the
Company being referred to herein as the "Shares"). This opinion is being
furnished in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Act.
In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and written statements of directors, officers and
employees of, and the accountants and transfer agent for, the Company. While we
have relied as to matters of fact on such certificates and statements without
investigation, no facts have come to our attention that cause us to believe that
any of the representations contained in such certificates and statements were
not accurate. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such instruments, documents and records as we
have deemed relevant and necessary to examine for the purpose of this opinion,
including (a) the Registration Statement, (b) the Company's Certificate of
Incorporation, as amended, and the form of the proposed Amended and Restated
Certificate of Incorporation of the Company, (c) the Company's Amended and
Restated By-laws, (d) records of proceedings of the Board of Directors of the
Company, (e) the Company's stock records, (f) the Underwriting Agreement (the
"Underwriting Agreement") entered into between
<PAGE>
Lante Corporation
February 10, 2000
Page 2
the Company and Credit Suisse First Boston Corporation, Deutsche Bank Securities
Inc., Thomas Weisel Partners LLC and Friedman, Billings, Ramsey & Co., Inc., as
representatives of the several underwriters to be named therein (collectively,
the "Underwriters") and (g) a form of specimen certificate representing the
Common Stock.
In connection with this opinion, we have assumed the legal capacity of all
natural persons, the accuracy and completeness of all documents and records that
we have reviewed, the genuineness of all signatures, the authenticity of the
documents submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as certified, conformed or reproduced
copies.
Based upon and subject to the foregoing, it is our opinion that when
certificates representing the Shares in the form of the specimen certificate
examined by us have been manually signed by an authorized officer of the
transfer agent and registrar for the Common Stock or registered and issued
electronically through The Depository Trust Company, and such Shares are
delivered to, and the Shares are paid for by, the Underwriters as contemplated
by the Underwriting Agreement, the up to 4,600,000 Shares covered by the
Registration Statement (including the up to 600,000 Shares issuable upon
exercise of the Underwriters' over-allotment options) will be validly issued,
fully paid and non-assessable.
Our opinion expressed above is limited to the General Corporation Law of
the State of Delaware, the applicable provisions of the Delaware constitution
and the reported judicial decisions interpreting such laws, and we do not
express any opinion concerning any other laws. This opinion is given as of the
date hereof and we assume no obligation to advise you of changes that may
hereafter be brought to our attention.
We hereby consent to use of our name under the heading "Legal Matters" in
the Prospectus forming a part of the Registration Statement and to use of this
opinion for filing as Exhibit 5 to the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category of persons
whose consent is required under Section 7 of the Act or the related rules and
regulations thereunder.
Very truly yours,
/s/ Katten Muchin Zavis
KATTEN MUCHIN ZAVIS
