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As filed with the Securities and Exchange Commission on December 29, 2000
Registration No. 333-52448
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ONVIA.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<TABLE>
<S> <C> <C>
Delaware 7375 91-1859172
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
1260 Mercer Street, Seattle, WA 98109
(206) 282-5170
(Address, Including Zip Code and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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Glenn S. Ballman
Chief Executive Officer
1260 Mercer Street, Seattle, WA 98109
(206) 282-5170
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
<TABLE>
<S> <C>
Mark J. Handfelt Randolph H. Fields
John C. Morrow Kevin Ross
Charles P. Carter Greenberg Traurig, P.A.
Sofia Michelakis 111 North Orange Avenue
Venture Law Group Orlando, Florida 32801
A Professional Corporation
4750 Carillon Point
Kirkland, Washington 98033
</TABLE>
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Approximate date of commencement of proposed sale to the public:
As promptly as practicable after this Registration Statement becomes
effective and the effective time of the proposed merger of a subsidiary of the
Registrant with and into DemandStar.com, Inc. as described in the Agreement
and Plan of Merger dated as of November 20, 2000, attached as Appendix A to
the Proxy Statement/Prospectus forming a part of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, 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(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. [_] __________
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<CAPTION>
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Proposed
Proposed maximum
maximum aggregate Amount of
Title of each class of Amount to be offering price offering registration
securities to be registered registered per unit price(1) fee
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<S> <C> <C> <C> <C>
Common stock, $.0001 par value per
share............................... 6,000,000 (1) $7,273,125 $1,921*
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* Previously filed.
(1) Pursuant to Rule 457(c) and (f) under the Securities Act of 1933, as
amended, the registration fee has been calculated based upon (a)
$0.71875, which is the average of the bid and ask prices per share of
DemandStar.com, Inc. on December 21, 2000 as reported on the OTC Bulletin
Board multiplied by (b) 10,119,130 which is the aggregate number of
DemandStar's shares of common stock (i) outstanding on the date hereof,
(ii) issuable upon conversion of shares of preferred stock outstanding on
the date hereof, and (iii) issuable upon exercise of outstanding options
to purchase DemandStar's common stock vested at the time of the merger.
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 this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Officers and Directors
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit indemnification under
specific circumstances for liabilities including reimbursement for expenses
incurred arising under the Securities Act. Onvia's certificate of incorporation
and bylaws provide for indemnification of Onvia directors, officers, employees
and other agents to the maximum extent permitted by Delaware law. In addition,
Onvia has entered into indemnification agreements with some of its officers and
directors. Currently, there is no pending litigation or proceeding involving a
director for which indemnification is sought, nor is Onvia aware of any
threatened litigation that may result in claims for indemnification.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
The following exhibits are filed herewith or incorporated herein by
reference.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
2.1(1) Agreement and Plan of Merger dated June 9, 2000 among Onvia, Zanova,
Inc. and Zanova Acquisition Corp.
2.2(2) Agreement and Plan of Merger dated July 25, 2000 among Onvia, Griffin
Acquisition Corporation and Globe-1, Incorporated.
2.3** Agreement and Plan of Merger dated November 20, 2000 among Onvia,
DemandStar.com, Inc. and Dragon Acquisition Corporation (incorporated
by reference to Appendix A of the proxy statement/prospectus filed as
part of this Registration Statement).
3.1(3) Certificate of Incorporation of Onvia.
3.2(3) Bylaws of Onvia.
4.1(3) Form of Onvia's common stock certificate.
4.2(3) Amended and Restated Investors' Rights Agreement dated December 20,
1999, as amended.
4.3(3) Warrant to Purchase Shares of Series A Preferred Stock issued by Onvia
to Meier Mitchell & Company as of August 5, 1999.
4.4** Form of Warrant to Purchase Common Stock of Zanova, Inc. (formerly
iTool.com, Inc.) (assumed by Onvia).
4.5** Form of Common Stock Purchase Warrant of Globe-1, Incorporated
(assumed by Onvia).
4.6** Form of Warrant Agreement dated December 21, 1999 issued by
DemandStar.com, Inc. (to be assumed by Onvia upon completion of the
merger).
5.1* Opinion of Venture Law Group, A Professional Corporation.
8.1* Tax Opinion of Venture Law Group, A Professional Corporation.
8.2* Tax Opinion of Greenberg Traurig, P.A.
9.1** Form of Voting Agreement dated November 20, 2000 by and between Onvia
and certain holders of DemandStar capital stock (incorporated by
reference to Appendix B of this proxy statement/prospectus filed as
part of this Registration Statement).
10.1(3) Form of Indemnification Agreement between Onvia and each of its
officers and directors.
</TABLE>
II-1
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<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
10.2(3) Loan and Security Agreement between Onvia and Dominion Venture
Finance L.L.C. dated as of June 15, 1999.
10.3(3) Loan and Security Agreement among MMC/GATX Partnership No. 1,
Comdisco, Inc. and Onvia dated as of August 5, 1999.
10.4(3) Office Lease between Firdex Associates and MegaDepot.com, Inc. dated
as of April 1999.
10.5(3) Office Lease among Stratton Properties, Inc., Glenn S. Ballman and
MegaDepot.com, Inc. dated as of May 9, 1998.
10.6(3) Lease between Onvia and No. 150 Cathedral Ventures Ltd. dated as of
June 1, 1999.
10.7(3) Amended and Restated 1999 Stock Option Plan.
10.8(3) Secured Promissory Note issued by Glenn S. Ballman to Onvia dated as
of October 14, 1999.
10.9(3) Offer Letter dated March 25, 1999 with Mark T. Calvert.
10.10(3) Offer Letter dated August 25, 1999 with Douglas H. Kellam.
10.11(3) Offer Letter dated July 23, 1999 with Mark A. Pawlosky.
10.12(3) Common Stock Purchase Agreement with Glenn S. Ballman dated as of
January 9, 1999.
10.13(3) Common Stock Purchase Agreement with Glenn S. Ballman dated as of
January 18, 1999.
10.14(3) Common Stock Purchase Agreement with Robert D. Ayer dated as of
January 18, 1999.
10.15(3) Common Stock Purchase Agreement with Kristen M. McLaughlin (formerly
Kristen M. Hamilton) dated as of January 18, 1999.
10.16(3) Common Stock Purchase Agreement with William W. Ericson dated as of
January 18, 1999.
10.17(3) Common Stock Purchase Agreement with Michael D. Pickett dated as of
April 9, 1999.
10.18(3) Common Stock Purchase Agreement with Jeffrey C. Ballowe dated as of
December 8, 1999.
10.19(3) Mercer Yale Building Amended and Restated Office Lease Agreement
between Onvia and Blume Yale Limited Partnership dated as of
February 8, 2000.
10.20(3) 2000 Employee Stock Purchase Plan.
10.21(3) 2000 Directors' Stock Option Plan.
10.22(3) Offer Letter dated October 14, 1999 with James R. Bridges.
10.23(3)+ Interactive Marketing Agreement between America Online, Inc. and
Onvia dated as of February 4, 2000.
10.24(3) Common Stock Purchase Agreement between Internet Capital Group, Inc.
and Onvia dated as of February 4, 2000.
10.25(3) Form of Indemnification Agreement (Delaware).
10.26(3) General Security Agreement between Onvia and Imperial Bank dated May
7, 1999.
10.27(3) Form of Secured Promissory Note (Officers).
10.28(4) Form of Convertible Promissory Note to be issued by DemandStar to
Onvia.
10.29++ Community E-Commerce Agreement dated as of December 18, 2000 by and
between Onvia and firstsource corp.
10.30** Separation Agreement dated as of December 4, 2000 between Onvia and
Mark Calvert.
21.1** List of Subsidiaries.
23.1** Consent of Deloitte & Touche LLP.
23.2** Consent of Ernst & Young LLP.
</TABLE>
II-2
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<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
23.3** Consent of Arthur Andersen LLP.
23.4* Consent of Venture Law Group, A Professional Corporation.
23.5** Consent of Janney Montgomery Scott, LLC.
24.1** Power of Attorney (see page II-5 of this proxy statement/prospectus as
filed on December 21, 2000).
</TABLE>
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(1) Incorporated by reference to Exhibit 99.1 to the Registrant's Current
Report on Form 8-K filed on July 26, 2000.
(2) Incorporated by reference to Exhibit 99.1 to the Registrant's Current
Report on Form 8-K filed on August 18, 2000.
(3) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 dated December 21, 1999, as amended (File No. 333-93273).
(4) Incorporated by reference to Exhibit 3 to Registrant's Schedule 13D filed
with respect to DemandStar.com, Inc. on November 29, 2000 (File No. 0-
28703).
+ Confidential treatment has been granted as to certain portions of this
Exhibit.
* To be filed by amendment.
++ Confidential treatment is being sought for portions of this Exhibit.
** Previously filed.
(b) Financial Statement Schedules
All financial statement schedules are omitted because they are inapplicable
or the requested information is shown in the financial statements of the
registrant or the related notes to the financial statements.
Item 22. Undertakings
The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered through use of a prospectus
which is a part of this registration statement, by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such re-offering prospectus will contain the information called
for by the applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called for by
the other items of the applicable form.
The Registrant undertakes that every prospectus: (i) that is filed pursuant
to the paragraph immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a) (3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the Securities Act, each such post-effective amendment 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
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions contained in the Restated Certificate of
Incorporation of the Registrant and the laws of the State of Delaware, 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 Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by 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
II-3
<PAGE>
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the registration statement when it became effective.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment to this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Seattle, State of Washington, on December 29, 2000.
ONVIA, INC.
*
By: _________________________________
Glenn S. Ballman
Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this amendment
to this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
* Chief Executive Officer December 29, 2000
______________________________________ and Chairman of the Board
Glenn S. Ballman of Directors (Principal
Executive Officer)
* President, Chief Operating December 29, 2000
______________________________________ Officer, Director
Michael D. Pickett
* Vice President of Finance December 29, 2000
______________________________________ (Principal Financial and
Michael A. Jacobsen Accounting Officer)
* Director December 29, 2000
______________________________________
Jeffrey C. Ballowe
* Director December 29, 2000
______________________________________
William W. Ericson
* Director December 29, 2000
______________________________________
Kenneth A. Fox
</TABLE>
II-5
<PAGE>
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<CAPTION>
Signature Title Date
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<S> <C> <C>
* Director December 29, 2000
______________________________________
Nancy J. Schoendorf
* Director December 29, 2000
______________________________________
Steven D. Smith
</TABLE>
/s/ Andrew Mun
*By: _______________________
Andrew Mun
Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
10.29++ Community E-Commerce Agreement dated as of December 18, 2000 by and
between Onvia and firstsource corp.
</TABLE>
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++ Confidential treatment is being sought for portions of this Exhibit.
