<PAGE>
As filed with the Securities and Exchange Commission on March 9, 2000
Registration Statement No. 333-93585
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
DIGITAS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 8742 04-3494311
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction Industrial Identification No.)
of Incorporation or Classification Code
Organization) Number)
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
---------------
David W. Kenny
Chief Executive Officer
The Prudential Tower, 800 Boylston Street
Boston, MA 02199
(617) 867-1000
(617) 867-7308 (fax)
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copies to:
Stuart M. Cable, P.C. Marschall I. Smith, Esq. Keith F. Higgins, Esq.
Jeffrey C. Hadden, P.C. General Counsel Ropes & Gray
Goodwin, Procter & Hoar Digitas Inc. One International Place
LLP The Prudential Tower Boston, Massachusetts
Exchange Place 800 Boylston Street 02110-2624
Boston, Massachusetts Boston, Massachusetts (617) 951-7000
02109-2881 02199 (617) 951-7050 (fax)
(617) 570-1000 (617) 867-1000
(617) 523-1231 (fax) (617) 369-8240 (fax)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes 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, 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,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to offering price aggregate offering Amount of
registered be registered (1) per share (2) price (2) registration fee (3)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share........ 10,695,000 20 $213,900,000 $56,470
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Includes 1,395,000 shares of Common Stock that the underwriters have the
option to purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of 1933,
as amended.
(3) Digitas Inc. previously paid filing fees totaling $54,015 in connection
with this Registration Statement. An additional fee of $2,455 is being
paid in connection with the filing of this Amendment No. 5.
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 SEC, acting pursuant to Section
8(a), may determine.
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<PAGE>
EXPLANATORY NOTE
Digitas has prepared this Amendment No. 5 to the Registration Statement on
Form S-1 (File No. 333-93585) for the purpose of amending the "Calculation of
Registration Fee" section of the Registration Statement. Amendment No. 5 does
not modify any provision of the Prospectus which forms a part of Amendment No.
2 to the Registration Statement and accordingly such Prospectus has not been
included herein.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 12. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses payable by us in
connection with the offering and distribution, including fees and expenses
attributable to shares to be sold on behalf of the selling shareholders
(excluding underwriting discounts and commissions):
<TABLE>
<CAPTION>
Nature of Expense Amount
- ----------------- ----------
<S> <C>
SEC Registration Fee................................................ $ 54,015
NASD Filing Fee..................................................... 21,890
Nasdaq National Market Listing Fee.................................. 95,000
Accounting Fees and Expenses........................................ 850,000
Legal Fees and Expenses............................................. 1,000,000
Printing Expenses................................................... 300,000
Blue Sky Qualification Fees and Expenses............................ 15,000
Transfer Agent's Fee................................................ 3,500
Miscellaneous....................................................... 14,595
----------
TOTAL............................................................. $2,354,000
==========
</TABLE>
The amounts set forth above, except for the Securities and Exchange
Commission, National Association of Securities Dealers, Inc. and Nasdaq
National Market fees, are in each case estimated.
Item 14. Indemnification of Directors and Officers
In accordance with Section 145 of the Delaware General Corporation Law,
Article VII of our certificate of incorporation provides that no director of
Digitas be personally liable to Digitas or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (1)
for any breach of the director's duty of loyalty to Digitas or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) in respect of
unlawful dividend payments or stock redemptions or repurchases, or (4) for any
transaction from which the director derived an improper personal benefit. In
addition, our certificate of incorporation provides that if the Delaware
General Corporation Law is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the corporation shall be eliminated or limited to the fullest extent permitted
by the Delaware General Corporation Law, as so amended.
Article V of our by-laws provides for indemnification by Digitas of its
officers and particular non-officer employees under specific circumstances
against expenses, including attorneys fees, judgments, fines and amounts paid
in settlement, reasonably incurred in connection with the defense or
settlement of any threatened, pending or completed legal proceeding in which
any such person is involved by reason of the fact that such person is or was
an officer or employee of the registrant if such person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of Digitas, and, with respect to criminal actions or
proceedings, if such person had no reasonable cause to believe his or her
conduct was unlawful.
Item 15. Recent Sales of Unregistered Securities
Since its formation on November 5, 1998, our predecessor entity, Bronner
Slosberg Humphrey Co., a Massachusetts business trust (the "Trust"), has
issued the following securities that were not registered under the Securities
Act of 1933, as amended (the "Securities Act"). The share numbers and per
share values give effect to the 30-for-1 stock split effected by the Trust in
the form of a stock dividend on December 2, 1999 and a two-for-one stock split
effected by the Trust on February 10, 2000.
II-1
<PAGE>
(i) In connection with the formation of the Trust, on November 5, 1998 the
Trust issued 60,000 shares of beneficial interest in the Trust (the "Shares")
to Michael E. Bronner under Section 4(2) of the Securities Act ("Section
4(2)") for sales by an issuer not involving a public offering.
(ii) On November 6, 1998, in connection with the merger of Bronner Slosberg
Humphrey, Inc. (the "Predecessor Corporation") with and into Bronner Slosberg
Humphrey, LLC ("BSH LLC"), the Trust:
(a) issued 48,930,022 Shares in the Trust to three investors in
exchange for the cancellation of the same number of shares, with
the same par value, held by such investors in the Predecessor
Corporation, all pursuant to Section 4(2) for sales by an issuer
not involving a public offering;
(b) assumed options to purchase 829,322 shares of the Predecessor
Corporation granted to two employees pursuant to employee stock
option agreements of the Predecessor Corporation as if such
options were granted by the Trust, without any changes being made
to either holder's rights under these employee stock option
agreements and in reliance on Section 3(b) of the Securities Act
("Section 3(b)") and Rule 701 promulgated thereunder ("Rule 701")
relative to sales pursuant to certain compensatory plans (to date,
no option holder has exercised these options); and
(c) assumed 13,530,000 units of stock appreciation rights ("SARS")
granted to seventeen investors under the Predecessor Corporation's
1997 stock appreciation rights plan as if such SARS were granted
by the Trust, without any changes being made to such holder's
rights thereunder, and pursuant to Rule 506 ("Rule 506") of
Regulation D promulgated under Section 4(2) ("Regulation D") for
sales by an issuer not involving a public offering. The investors
that participated in this Rule 506 offering each qualified as an
accredited investor pursuant to Rule 501 under Regulation D ("Rule
501").
(iii) On January 6, 1999, in connection with the recapitalization of the
Trust, the Trust:
(a) issued options to purchase 13,140,000 Shares in the Trust to
sixteen investors under the 1998 Option Plan (the "1998 Plan") in
exchange for the cancellation of 13,140,000 SARS, and the
redemption of 390,000 SARS held by seventeen investors and, all
granted in reliance on Section 3(a)(9) of the Securities Act
("Section 3(a)(9)") for exchanges by the issuer with certain
security holders and 330,000 of which were also granted to
fourteen of the investors pursuant to Rule 506 of Regulation D
promulgated under Section 4(2) for sales by an issuer not
involving a public offering; the investors that participated in
this Rule 506 offering each qualified as an accredited investor
pursuant to Rule 501 under Regulation D (to date, no option holder
has exercised these options);
(b) issued options to purchase 829,322 Shares in the Trust to two
employees under the 1998 Plan in exchange for the cancellation of
829,322 options granted pursuant such employees' stock option
agreements assumed in connection with the merger of the
Predecessor Corporation with and into BSH LLC and in reliance on
Section 3(a)(9) for exchanges by the issuer with certain security
holders (these options were repurchased by the Trust on July 6,
1999); and
(c) issued options to purchase 6,660,000 Shares in the Trust to
eighteen investors under the 1998 Plan pursuant to closing option
agreements, of which 402,000 were issued to three investors in
reliance on Rule 701 relative to sales pursuant to certain
compensatory plans and 6,258,000 were issued to fifteen investors
pursuant to Rule 506 of Regulation D promulgated under Section
4(2) for sales by an issuer not involving a public offering; the
investors that participated in this Rule 506 offering each
qualified as an accredited investor pursuant to Rule 501 under
Regulation D (to date, 1,050,000 of these options which were held
by three investors have expired);
II-2
<PAGE>
(d) issued a warrant for 900,000 Shares to one investor pursuant to
the terms of the warrant agreement, dated as of January 6, 1999,
and in reliance on Section 4(2) for sales by an issuer not
involving a public offering.
(iv) On January 7, 1999, in connection with the transfer of Strategic
Interactive Group Co.'s ("SIG CO") membership interest in SIG Holding LLC
("SIG Holding") to the Trust, the Trust:
(a) issued 11,261,435 Shares of the Trust to SIG Co. in exchange for
the transfer of its membership interest in SIG Holding and in
reliance on Section 4(2) for sales by an issuer not involving a
public offering; and
(b) issued options to purchase 3,326,645 Shares of the Trust to nine
investors pursuant to the Trust's 1998 Plan in exchange for the
transfer by SIG Co. of its membership interest in SIG Holding, of
which 40,064 were issued to two investors pursuant to Rule 701
relative to sales pursuant to certain compensatory plans and
3,286,581 were issued to seven investors pursuant to Rule 506 of
Regulation D promulgated under Section 4(2) for sales by an issuer
not involving a public offering. The investors that participated
in this Rule 506 offering each qualified as an accredited investor
pursuant to Rule 501 under Regulation D (118,448 Shares of the
Trust have been issued to a holder upon the exercise of his
options).
(v) From January 8, 1999 to December 31, 1999, the Trust has issued the
following:
(a) in August 1999, the Trust sold 99,272 of its Shares to Arthur Kern
as trustee of the Arthur Kern Revocable Trust for an aggregate
purchase price of $249,834.03 and pursuant to Rule 506 of
Regulation D promulgated under Section 4(2) for sales by an issuer
not involving a public offering; the investors that participated
in this Rule 506 offering each qualified as an accredited investor
pursuant to Rule 506 under Regulation D;
(b) in August 1999, the Trust sold 99,272 of its Shares to Alan Beck
for an aggregate purchase price of $249,834.03 and pursuant to
Rule 506 of Regulation D promulgated under Section 4(2) for sales
by an issuer not involving a public offering the investors that
participated in this Rule 506 offering each qualified as an
accredited investor pursuant to Rule 506 under Regulation D;
(c) in August 1999, the Trust sold 300,000 of its Shares to Orit
Gadiesh for an aggregate purchase price of $755,000.00 and
pursuant to Rule 506 of Regulation D promulgated under Section
4(2) for sales by an issuer not involving a public offering; the
investors that participated in this Rule 506 offering each
qualified as an accredited investor pursuant to Rule 506 under
Regulation D;
(d) pursuant to the Trust's 1998 Plan, the Trust has issued options to
purchase 4,752,000 Shares of the Trust to twenty-one investors, of
which 180,000 were issued to one such investor in reliance on Rule
701 relative to sales pursuant to certain compensatory plans and
4,572,000 were issued to twenty investors in reliance on Rule 506
of Regulation D promulgated under Section 4(2) for sales by an
issuer not involving a public offering; the investors that
participated in this Rule 506 offering each qualified as an
accredited investor pursuant to Rule 506 under Regulation D (to
date, no option holder has exercised these options); and
(e) pursuant to the Trust's 1999 Option Plan the Trust has issued a
total of 3,848,000 options to purchase Shares of the Trust, of
which 2,282,000 were issued to 1,201 investors in reliance on Rule
701 relative to sales pursuant to certain compensatory plans and
1,566,000 were issued to seven investors in reliance on Rule 506
of Regulation D promulgated under Section 4(2) for sales by an
issuer not involving a public offering. The investors that
participated in this Rule 506 offering each qualified as an
accredited investor pursuant to Rule 501 under Regulation D (to
date, no option holder has exercised these options).
II-3
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
<TABLE>
<C> <S>
-1.1 Form of Underwriting Agreement.
-2.1 Agreement and Plan of Merger, dated as of November 6, 1998, by and
among Bronner Slosberg Humphrey, LLC; Bronner Slosberg Humphrey Inc.;
and Bronner Slosberg Humphrey Co.
-2.2 Agreement and Plan of Merger, dated as of November 6, 1998, by and
among Strategic Interactive Group, LLC; Strategic Interactive Group,
Inc.; and Strategic Interactive Group Co.
-2.3 Agreement and Plan of Merger, dated as of January 7, 1999, by and among
Bronner Slosberg Humphrey, LLC; Strategic Interactive Group, LLC; and
Bronner Slosberg Humphrey Co.
-2.4 Agreement and Plan of Merger, dated as of January 7, 1999, by and among
BSH Holding LLC; SIG Holding LLC; and Bronner Slosberg Humphrey Co.
-2.5 The Recapitalization Agreement, dated as of November 28, 1998, by and
among Hellman & Friedman Capital Partners III, L.P.; H & F Orchard
Partners III, L.P.; H & F International Partners III, L.P.; Positano
Partners Ltd.; Bronner Slosberg Humphrey Co.; Strategic Interactive
Group Co.; the Shareholders of BSH and SIG; the Option Holders of BSH
and SIG; the Share Appreciation Rights Holders of BSH and SIG; and the
Other Rights Holders of BSH (including the Amendment Agreement, dated
as of January 6, 1999).
-3.1 Amended and Restated Certificate of Incorporation of Digitas Inc.
-3.2 By-laws of Digitas Inc.
-4.1 Specimen certificate for shares of common stock, $.01 par value, of
Digitas Inc.
-5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being offered.
-10.1 The Bronner Slosberg Humphrey Co., 1998 Option Plan.
-10.2 The Bronner Slosberg Humphrey Co., 1999 Option Plan.
-10.3 Form of 2000 Stock Option and Incentive Plan.
-10.4 Form of 2000 Employee Stock Purchase Plan.
-10.5 Lease Agreement, dated as of May 31, 1995, by and between The
Prudential Insurance Company of America and Bronner Slosberg Humphrey
Inc. (including amendment numbers 1-6, each dated as of May 31, 1995).
-10.6 Seventh Amendment to Lease, dated as of March 29, 1999, by and between
BP Prucenter Acquisition, LLC and Bronner Slosberg Humphrey, LLC.
-10.7 Eight Amendment to Lease, dated as of July 30, 1999, by and between BP
Prucenter Acquisition, LLC and Bronner Slosberg Humphrey, LLC.
-10.8 Sublease, dated as of December 22, 1997, by and between EMI
Entertainment World, Inc., and Bronner Slosberg Humphrey Inc.
-10.9 Sublease, dated as of March 22, 1999, by and between EMI Music, Inc.
and Bronner Slosberg Humphrey, LLC.
-10.10 Agreement of Sublease, dated as of April 29, 1999, by and between
Warner Music Group Inc. and Bronner Slosberg Humphrey, LLC.
-10.11 Agreement of Sublease, dated as of November 15, 1999, by and between
Bill Communications, Inc. and Bronnercom, LLC.
-10.12 Sub-Sublease Agreement, dated as of June 5, 1998, by and between
Strategic Interactive Group, Inc. and Allegiance Telecom, Inc.
(including the termination of the Sub-Sublease Agreement, dated as of
December 7, 1999).
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <S>
-10.13 Sublease Agreement, dated as of August 21, 1997, by and among Tesseract
Corporation; Strategic Interactive Group, Inc.; and Bronner Slosberg
Humphrey Inc. (including the First Amendment, dated as of June 15,
1999).
-10.14 Lease Agreement, dated as of August 23, 1999, by and between M&S
Balanced Property Fund, L.P. and Bronnercom, LLC.
-10.15 Lease Agreement, dated as of May 20, 1999, by and between Forward
Publishing Limited and Bronner Slosberg Humphrey (UK) Inc.
-10.16 Credit Agreement, dated as of January 6, 1999, by and among Bronner
Slosberg Humphrey, LLC and Strategic Interactive Group, LLC (as
borrower); the Lenders listed therein (as lenders); Bankers Trust
Company (as administrative agent); Fleet National Bank (as
documentation agent); and BankBoston, N.A. (as syndication agent).
-10.17 The First Amendment to Credit Agreement, dated as of November 5, 1999,
by and among Bronnercom, LLC (as borrower); the lenders listed on the
signature page thereof (as lenders); Bankers Trust Company (as
administrative agent); and Fleet Boston Corporation (as documentation
and syndication agent).
-10.18 Warrant Agreement, dated as of January 6, 1999, by and between Bronner
Slosberg Humphrey Co. and Positano Partners Ltd.
-10.19 Escrow Agreement, dated as of January 6, 1999, by and among Michael E.
Bronner; David W. Kenny; Bronner Slosberg Humphrey Co.; Strategic
Interactive Group Co.; Positano Partners Ltd.; and Boston Safe Deposit
and Trust Co.
-10.20 Shareholders Agreement, dated as of January 6, 1999, by and among
Positano Partners Ltd.; the Holders (as defined therein); Michael E.
Bronner; The Michael E. Bronner 1998 Annuity Trust; Bronner Slosberg
Humphrey Co.; Bronner Slosberg Humphrey, LLC; and BSH Holding.
-10.21 Governance Agreement, dated as of January 6, 1999, by and among
Positano Partners Ltd.; Vesuvio, Inc.; Michael E. Bronner; and David W.
Kenny.
-10.22 Registration Rights Agreement, dated as of January 6, 1999, by and
among Bronner Slosberg Humphrey Co.; Positano Partners Ltd.; Michael E.
Bronner; and the Persons listed on Schedule 1 thereto.
-10.23 Employment Agreement, dated as of January 6, 1999, by and between
Kathleen Biro and Bronner Slosberg Humphrey, LLC.
-10.24 Employment Agreement, dated as of January 6, 1999, by and between David
W. Kenny and Bronner Slosberg Humphrey, LLC.
-10.25 Employment Agreement, dated as of January 6, 1999, by and between
Michael Ward and Bronner Slosberg Humphrey, LLC.
-10.26 Employment Agreement, dated as of January 10, 2000, by and between
Michael Goss and Digitas Inc.
-10.27 Employment Agreement, dated as of January 10, 2000, by and between
Robert Galford and Digitas Inc.
-10.28 Employment Agreement, dated as of October 15, 1999, by and between
Marschall Smith and Bronnercom, LLC.
</TABLE>
II-5
<PAGE>
<TABLE>
<C> <S>
-10.29 Advertising Agreement, dated as of January 19, 1999, by and between
AT&T Corp. and Bronner Slosberg Humphrey.
-10.30 General Agreement, dated as of April 12, 1999, by and between AT&T
Corp. and Bronner Slosberg Humphrey.
-10.31 Advertising Agreement, dated as of April 12, 1999, by and between AT&T
Corp. and Bronner Slosberg Humphrey (including the Agreement Amendment,
dated as of May 12, 1999).
-10.32 Advertising/Marketing Agreement, dated as of October 11, 1995, by and
between AT&T Communications, Inc.-Business Communications Services and
Bronner Slosberg Humphrey Inc. (including the Agreement Amendment,
dated as of November 27, 1995).
-10.33 Direct Marketing Agreement, dated as of July 24, 1997, by and between
Cellular Telephone Company (d/b/a AT&T Wireless Services, Northeast
Region) and Bronner Slosberg Humphrey Inc.
-10.34 Letter of Engagement, dated as of July 1, 1999, by and among AT&T
Interactive Group, AT&T Corporation and Strategic Interactive Group.
-10.35 Marketing & Advertising Services Agreement, dated as of January 1,
2000, by and between Bronnercom, LLC and General Motors Corporation.
(Draft)
-10.36 Agreement 2000 Compensation, dated as of January 5, 2000, by and
between General Motors Corporation, Oldsmobile Division and Bronnercom,
LLC.
-10.37 Advertising/Marketing Promotion Agency Agreement, dated as of October
1, 1997, by and between American Express Travel Related Services
Company, Inc. and Bronner Slosberg Humphrey Inc.
-10.38 Form of Indemnification Agreement.
-16.1 Letter from PricewaterhouseCoopers LLP regarding change in accountant.
21.1 Subsidiaries of Digitas Inc.
-23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto).
-23.2 Consent of PricewaterhouseCoopers LLP.
-23.3 Consent of Arthur Andersen LLP.
-23.4 Report of Independent Public Accountants on Financial Statement
Schedule.
-24.1 Powers of Attorney (included on signature page).
-27.1 Financial Data Schedule.
-99.1 Form of 180 Day Lock-up Agreement.
-99.2 Form of 90/90 Day Lock-up Agreement.
</TABLE>
- --------
- Previously filed.
(b) Financial Statement Schedules
Schedule II--Valuation and Qualifying Accounts
All other schedules have been omitted because they are not required or
because the required information is given in the Financial Statements or Notes
to those statements.
II-6
<PAGE>
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 delivery to each purchaser.
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 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 issue.
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.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 5 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boston, Commonwealth of Massachusetts, on March 9, 2000.
DIGITAS INC.
By: /s/ David W. Kenny
-----------------------------------
Name: David W. Kenny
Title: Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 5 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ David W. Kenny Chief Executive Officer and March 9, 2000
- ----------------------------- Chairman of the Board of
David W. Kenny Directors
(principal executive
officer)
/s/ Michael Goss Chief Financial Officer March 9, 2000
- ----------------------------- (principal financial officer
Michael Goss and principal accounting
officer)
/s/ * Director March 9, 2000
- -----------------------------
Michael E. Bronner
/s/ * Director March 9, 2000
- -----------------------------
John L. Bunce, Jr.
/s/ * Director March 9, 2000
- -----------------------------
Orit Gadiesh
</TABLE>
II-8
<PAGE>
<TABLE>
<S> <C> <C>
/s/ * Director March 9, 2000
- -----------------------------
Patrick J. Healy
/s/ * Director March 9, 2000
- -----------------------------
Arthur Kern
/s/ * Director March 9, 2000
- -----------------------------
Kathleen L. Biro
/s/ * Director March 9, 2000
- -----------------------------
Philip U. Hammarskjold
/s/ David W. Kenny March 9, 2000
- -----------------------------
David W. Kenny
Attorney in Fact
</TABLE>
II-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
-1.1 Form of Underwriting Agreement.
-2.1 Agreement and Plan of Merger, dated as of November 6, 1998, by and
among Bronner Slosberg Humphrey, LLC; Bronner Slosberg Humphrey Inc.;
and Bronner Slosberg Humphrey Co.
-2.2 Agreement and Plan of Merger, dated as of November 6, 1998, by and
among Strategic Interactive Group, LLC; Strategic Interactive Group,
Inc.; and Strategic Interactive Group Co.
-2.3 Agreement and Plan of Merger, dated as of January 7, 1999, by and
among Bronner Slosberg Humphrey, LLC; Strategic Interactive Group,
LLC; and Bronner Slosberg Humphrey Co.
-2.4 Agreement and Plan of Merger, dated as of January 7, 1999, by and
among BSH Holding LLC; SIG Holding LLC; and Bronner Slosberg Humphrey
Co.
-2.5 The Recapitalization Agreement, dated as of November 28, 1998, by and
among Hellman & Friedman Capital Partners III, L.P.; H & F Orchard
Partners III, L.P.; H & F International Partners III, L.P.; Positano
Partners Ltd.; Bronner Slosberg Humphrey Co.; Strategic Interactive
Group Co.; the Shareholders of BSH and SIG; the Option Holders of BSH
and SIG; the Share Appreciation Rights Holders of BSH and SIG; and the
Other Rights Holders of BSH (including the Amendment Agreement, dated
as of January 6, 1999).
-3.1 Amended and Restated Certificate of Incorporation of Digitas Inc.
-3.2 By-laws of Digitas Inc.
-4.1 Specimen certificate for shares of common stock, $.01 par value, of
Digitas Inc.
-5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being offered.
-10.1 The Bronner Slosberg Humphrey Co., 1998 Option Plan.
-10.2 The Bronner Slosberg Humphrey Co., 1999 Option Plan.
-10.3 Form of 2000 Stock Option and Incentive Plan.
-10.4 Form of 2000 Employee Stock Purchase Plan.
-10.5 Lease Agreement, dated as of May 31, 1995, by and between The
Prudential Insurance Company of America and Bronner Slosberg Humphrey
Inc. (including amendment numbers
1-6, each dated as of May 31, 1995).
-10.6 Seventh Amendment to Lease, dated as of March 29, 1999, by and between
BP Prucenter Acquisition, LLC and Bronner Slosberg Humphrey, LLC.
-10.7 Eight Amendment to Lease, dated as of July 30, 1999, by and between BP
Prucenter Acquisition, LLC and Bronner Slosberg Humphrey, LLC.
-10.8 Sublease, dated as of December 22, 1997, by and between EMI
Entertainment World, Inc., and Bronner Slosberg Humphrey Inc.
-10.9 Sublease, dated as of March 22, 1999, by and between EMI Music, Inc.
and Bronner Slosberg Humphrey, LLC.
-10.10 Agreement of Sublease, dated as of April 29, 1999, by and between
Warner Music Group Inc. and Bronner Slosberg Humphrey, LLC.
-10.11 Agreement of Sublease, dated as of November 15, 1999, by and between
Bill Communications, Inc. and Bronnercom, LLC.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
-10.12 Sub-Sublease Agreement, dated as of June 5, 1998, by and between
Strategic Interactive Group, Inc. and Allegiance Telecom, Inc.
(including the termination of the Sub-Sublease Agreement, dated as of
December 7, 1999).
-10.13 Sublease Agreement, dated as of August 21, 1997, by and among
Tesseract Corporation; Strategic Interactive Group, Inc.; and Bronner
Slosberg Humphrey Inc. (including the First Amendment, dated as of
June 15, 1999).
-10.14 Lease Agreement, dated as of August 23, 1999, by and between M&S
Balanced Property Fund, L.P. and Bronnercom, LLC.
-10.15 Lease Agreement, dated as of May 20, 1999, by and between Forward
Publishing Limited and Bronner Slosberg Humphrey (UK) Inc.
-10.16 Credit Agreement, dated as of January 6, 1999, by and among Bronner
Slosberg Humphrey, LLC and Strategic Interactive Group, LLC (as
borrower); the Lenders listed therein (as lenders); Bankers Trust
Company (as administrative agent); Fleet National Bank (as
documentation agent); and BankBoston, N.A. (as syndication agent).
-10.17 The First Amendment to Credit Agreement, dated as of November 5, 1999,
by and among Bronnercom, LLC (as borrower); the lenders listed on the
signature page thereof (as lenders); Bankers Trust Company (as
administrative agent); and Fleet Boston Corporation (as documentation
and syndication agent).
-10.18 Warrant Agreement, dated as of January 6, 1999, by and between Bronner
Slosberg Humphrey Co. and Positano Partners Ltd.
-10.19 Escrow Agreement, dated as of January 6, 1999, by and among Michael E.
Bronner; David W. Kenny; Bronner Slosberg Humphrey Co.; Strategic
Interactive Group Co.; Positano Partners Ltd.; and Boston Safe Deposit
and Trust Co.
-10.20 Shareholders Agreement, dated as of January 6, 1999, by and among
Positano Partners Ltd.; the Holders (as defined therein); Michael E.
Bronner; The Michael E. Bronner 1998 Annuity Trust; Bronner Slosberg
Humphrey Co.; Bronner Slosberg Humphrey, LLC; and BSH Holding.
-10.21 Governance Agreement, dated as of January 6, 1999, by and among
Positano Partners Ltd.; Vesuvio, Inc.; Michael E. Bronner; and David
W. Kenny.
-10.22 Registration Rights Agreement, dated as of January 6, 1999, by and
among Bronner Slosberg Humphrey Co.; Positano Partners Ltd.; Michael
E. Bronner; and the Persons listed on Schedule 1 thereto.
-10.23 Employment Agreement, dated as of January 6, 1999, by and between
Kathleen Biro and Bronner Slosberg Humphrey, LLC.
-10.24 Employment Agreement, dated as of January 6, 1999, by and between
David W. Kenny and Bronner Slosberg Humphrey, LLC.
-10.25 Employment Agreement, dated as of January 6, 1999, by and between
Michael Ward and Bronner Slosberg Humphrey, LLC.
-10.26 Employment Agreement, dated as of January 10, 2000, by and between
Michael Goss and Digitas Inc.
-10.27 Employment Agreement, dated as of January 10, 2000, by and between
Robert Galford and Digitas Inc.
-10.28 Employment Agreement, dated as of October 15, 1999, by and between
Marschall Smith and Bronnercom, LLC.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
-10.29 Advertising Agreement, dated as of January 19, 1999, by and between
AT&T Corp. and Bronner Slosberg Humphrey.
-10.30 General Agreement, dated as of April 12, 1999, by and between AT&T
Corp. and Bronner Slosberg Humphrey.
-10.31 Advertising Agreement, dated as of April 12, 1999, by and between AT&T
Corp. and Bronner Slosberg Humphrey (including the Agreement
Amendment, dated as of May 12, 1999).
-10.32 Advertising/Marketing Agreement, dated as of October 11, 1995, by and
between AT&T Communications, Inc.-Business Communications Services and
Bronner Slosberg Humphrey Inc. (including the Agreement Amendment,
dated as of November 27, 1995).
-10.33 Direct Marketing Agreement, dated as of July 24, 1997, by and between
Cellular Telephone Company (d/b/a AT&T Wireless Services, Northeast
Region) and Bronner Slosberg Humphrey Inc.
-10.34 Letter of Engagement, dated as of July 1, 1999, by and among AT&T
Interactive Group, AT&T Corporation and Strategic Interactive Group.
-10.35 Marketing & Advertising Services Agreement, dated as of January 1,
2000, by and between Bronnercom, LLC and General Motors Corporation.
(Draft)
-10.36 Agreement 2000 Compensation, dated as of January 5, 2000, by and
between General Motors Corporation, Oldsmobile Division and
Bronnercom, LLC.
-10.37 Advertising/Marketing Promotion Agency Agreement, dated as of October
1, 1997, by and between American Express Travel Related Services
Company, Inc. and Bronner Slosberg Humphrey Inc.
-10.38 Form of Indemnification Agreement.
-16.1 Letter from PricewaterhouseCoopers LLP regarding change in accountant.
21.1 Subsidiaries of Digitas Inc.
-23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto).
-23.2 Consent of PricewaterhouseCoopers LLP.
-23.3 Consent of Arthur Andersen LLP.
-23.4 Report of Independent Public Accountants on Financial Statement
Schedule.
-24.1 Powers of Attorney (included on signature page).
-27.1 Financial Data Schedule.
-99.1 Form of 180 Day Lock-up Agreement.
-99.2 Form of 90/90 Day Lock-up Agreement.
</TABLE>
- --------
- Previously filed.
<PAGE>
EXHIBIT 21.1
------------
SUBSIDIARIES OF THE REGISTRANT
Name State of Organization or Incorporation
- ---- --------------------------------------
Bronner Slosberg Humphrey Co. Massachusetts business trust
Vesuvio, Inc. Delaware corporation
BSH Holding LLC Delaware limited liability company
Digitas LLC Delaware limited liability company
Sansome, Inc. Massachusetts corporation
Digitas (Europe) Inc. Massachusetts corporation
