<PAGE>
As filed with the Securities and Exchange Commission on July 11, 2000
Registration No. 333-30674
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 7
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------
SUPPORT.COM, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 7389 94-3282005
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
575 Broadway
Redwood City, CA 94063
(650) 556-9440
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------
RADHA RAMASWAMI BASU
Chief Executive Officer
SUPPORT.COM, INC.
575 Broadway
Redwood City, CA 94063
(650) 556-9440
(Name, address, including zip code and telephone number, including area code,
of agent for service of process)
----------------
Copies to:
<TABLE>
<S> <C>
Jorge del Calvo, Esq. Mark A. Bertelsen, Esq.
Allison Leopold Tilley, Esq. Jose F. Macias, Esq.
Davina K. Kaile, Esq. Betsey Sue, Esq.
Pillsbury Madison & Sutro LLP Wilson Sonsini Goodrich & Rosati
2550 Hanover Street 650 Page Mill Road
Palo Alto, CA 94304 Palo Alto, CA 94304
</TABLE>
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the 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, please check the following
box and list the Securities Act registration statement numbers of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to 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 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. [_]
----------------
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>
EXPLANATORY NOTE
This Amendment No. 7 is being filed solely for the purpose of filing
exhibits.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
This table lists the various expenses expected to be incurred by the
Registrant with the sale and distribution of the securities being registered
hereby, other than underwriting discounts and commissions. All amounts are
estimated except the Securities and Exchange Commission registration fee and
the National Association of Securities Dealers, Inc. filing fee.
<TABLE>
<CAPTION>
Payable by
Registrant
----------
<S> <C>
SEC registration fee............................................. $ 16,395
National Association of Securities Dealers, Inc. filing fee...... 6,710
Nasdaq National Market Listing Fee............................... 95,000
Accounting fees and expenses..................................... 300,000
Legal fees and expenses.......................................... 600,000
Printing and engraving expenses.................................. 150,000
Blue Sky fees and expenses....................................... 5,000
Registrar and Transfer Agent's fees.............................. 15,000
Miscellaneous fees and expenses.................................. 11,895
----------
Total.......................................................... $1,200,000
==========
</TABLE>
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify these persons under specified circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933 (the "Act"). Article XI.B. of the Registrant's
Amended and Restated Certificate of Incorporation (Exhibit 3.1 hereto) and
Article XII of the Registrant's Amended and Restated Bylaws (Exhibit 3.2
hereto) provide for indemnification of the Registrant's directors, officers,
employees and other agents to the extent and under the circumstances permitted
by the Delaware General Corporation Law. The Registrant has also entered into
agreements with its directors and officers that will require the Registrant,
among other things, to indemnify them against specified liabilities that may
arise by reason of their status or service as directors or officers to the
fullest extent not prohibited by law. The Underwriting Agreement (Exhibit 1.1)
provides for indemnification by the Underwriters of the Registrant, its
directors and officers, and by the Registrant of the Underwriters, for
specified liabilities, including liabilities arising under the Act and affords
rights of contribution with respect thereto.
The Underwriting Agreement (Exhibit 1.1) provides for indemnification by
ourselves, our underwriters and our directors and officers of the
underwriters, for certain liabilities, including liabilities arising under the
Act and affords certain rights of contribution with respect thereto.
Item 15. Recent Sales of Unregistered Securities
1. From December 1997 to December 31, 1999, the Registrant issued and
sold 10,874,374 shares of common stock to employees, directors and
consultants at prices ranging from $0.0001 to $0.90 per share.
2. From December 8, 1997 to March 19, 1998, the Registrant issued and
sold 3,571,600 shares of Series A preferred stock to a total of 4 investors
for an aggregate purchase price of $250,012.00.
3. On June 22, 1998, the Registrant issued and sold 7,346,108 shares of
Series B preferred stock to a total of 9 investors for an aggregate
purchase price of $5,050,228.87.
4. On June 14, 1999, the Registrant issued and sold 4,638,618 shares of
Series C preferred stock to a total of 35 investors for an aggregate
purchase price of $15,175,147.93.
II-1
<PAGE>
The sales of the above securities were considered to be exempt from
registration under the Securities Act in reliance on Section 4(2) of the
Securities Act, or Regulation D promulgated thereunder, or Rule 701
promulgated under Section 3(b) of the Securities Act, as transactions by an
issuer not involving a public offering or transactions under compensatory
benefit plans and contracts relating to compensation as provided under Rule
701. The recipients of securities in each of these transactions represented
their intention to acquire the securities for investment only and not with a
view to or for sale with any distribution thereof, and appropriate legends
were affixed to the share certificates and instruments issued in these
transactions. All recipients had adequate access, through their relationship
with the Registrant, to information about the Registrant.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<C> <S>
1.1** Form of Underwriting Agreement.
3.1** Amended and Restated Certificate of Incorporation, to be effective
upon consummation of this offering.
3.2** Amended and Restated Bylaws, to be effective upon consummation of this
offering.
3.3** Amended and Restated Certificate of Incorporation.
3.4** Certificate of Correction of the Amended and Restated Certificate of
Incorporation.
3.5** Bylaws.
4.1** Form of Common Stock Certificate.
4.2** Registration Rights Agreement, dated June 22, 1998, by and among the
registrant and the parties who are signatories thereto.
4.3** Amended and Restated Registration Rights Agreement, dated March 14,
2000, by and among the registrant and the parties who are signatories
thereto.
4.4** Warrant Agreement to Purchase Shares of Series C Convertible Preferred
Stock, dated July 12, 1999, by and between the registrant and
Comdisco, Inc.
4.5** Warrant Agreement to Purchase Shares of Series C Preferred Stock,
dated October 27, 1998, by and between the registrant and Comdisco,
Inc.
4.6** Warrant Agreement to Purchase Shares of Series C Preferred Stock,
dated October 27, 1998, by and between the registrant and Comdisco,
Inc.
4.7** Warrant Agreement to Purchase Shares of Series C Preferred Stock,
dated October 27, 1998, by and between the registrant and Comdisco,
Inc.
4.8** Letter Agreement, dated June 7, 1999, by and between the registrant
and Comdisco, Inc.
4.9** Warrant Agreement to Purchase Shares of Series C Preferred Stock by
and between the registrant and Excite, Inc.
4.10** Warrant Agreement to Purchase Shares of Series C Preferred Stock dated
February 17, 2000 by and between the registrant and General Electric
Company.
5.1** Opinion of Pillsbury Madison & Sutro LLP.
10.1** Registrant's Amended and Restated 1998 Stock Option Plan.
10.2** Registrant's 2000 Omnibus Equity Incentive Plan.
10.3 Registrant's 2000 Employee Stock Purchase Plan.
10.4** Form of Directors and Officers' Indemnification Agreement.
10.5** Employment Agreement, dated June 24, 1998, by and between the
registrant and Anthony C. Rodoni.
10.7** Employment Agreement, dated July 15, 1999, by and between the
registrant and Radha R. Basu.
10.8** Employment Agreement, dated August 16, 1999, by and between the
registrant and Scott Dale.
10.9** Employment Agreement, dated August 16, 1999, by and between the
registrant and Cadir Lee.
10.10** Employment Agreement, dated September 27, 1999, by and between the
registrant and Brian M. Beattie.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<C> <S>
10.11** Employment Agreement, dated December 7, 1999, by and between the
registrant and Jim Hilbert.
10.12** Employment Agreement, dated January 18, 2000, by and between the
registrant and Lucille Hoger.
10.13** Employment Agreement, dated August 1, 1999, by and between the
registrant and Mark Pincus and amendment thereto.
10.14** Sublease Agreement, dated August 6, 1999, by and between the
registrant and Excite, Inc.
10.15+ Enterprise License Agreement, dated May 27, 1999, by and between the
registrant and Bear, Stearns & Co., Inc.
10.16+ Amendment No. 1 to Enterprise License Agreement, dated October 6,
1999, by and between the registrant and Bear, Stearns & Co., Inc.
10.17+ Enterprise License Agreement dated February 17, 2000 by and between
the registrant and General Electric Company.
10.18** Form of Proprietary Information and Inventions Agreement.
10.19+ OEM Agreement, dated July 14, 1994, by and between the registrant and
Excite@Home.
10.20+ Amendment to OEM Agreement, dated March 2000, by and between the
registrant and Excite@Home.
10.21+ Reseller Agreement, dated March 2000, by and between the registrant
and Samsung SDS Co. Ltd.
10.22 Sale and License Agreement, dated March 20, 2000.
10.23+ Amendment One to Sale and License Agreement, dated June 14, 2000.
23.1** Consent of Ernst & Young LLP.
23.2** Consent of Pillsbury Madison & Sutro LLP (contained in their opinion
filed as Exhibit 5.1).
24.1** Power of Attorney.
27.1** Financial Data Schedule for Support.com, Inc.
99.2** Consent of Excite@Home.
99.3** Consent of JCPenney.
99.4** Consent of Compaq Professional Services.
99.5** Consent of everdream.
</TABLE>
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** Previously Filed.
+ Confidential Treatment Requested. Confidential portions of the exhibit have
been omitted and filed separately with the Commission.
(b) Financial Statement Schedules
Schedules other than those referred to above have been omitted because they
are not applicable or not required or because the information is included
elsewhere in the Financial Statements or the notes thereto.
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, (the "Act"), 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
II-3
<PAGE>
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 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.
(3) The Registrant will provide to the underwriters at the closing(s)
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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 7 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Redwood City, State of California, on the 11th day of July, 2000.
Support.Com, Inc.
/s/ Radha Ramaswami Basu
By __________________________________
Radha Ramaswami Basu
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Radha Ramaswami Basu President, Chief Executive July 11, 2000
____________________________________ Officer and Director
Radha Ramaswami Basu (Principal Executive
Officer)
/s/ Brian M. Beattie Senior Vice President of July 11, 2000
____________________________________ Finance and Administration,
Brian M. Beattie Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
* Director July 11, 2000
____________________________________
Mark J. Pincus
* Director July 11, 2000
____________________________________
Matthew T. Cowan
* Director July 11, 2000
____________________________________
Manuel F. Diaz
* Director July 11, 2000
____________________________________
Bruce Golden
* Director July 11, 2000
____________________________________
Edward S. Russell
* Director July 11, 2000
____________________________________
Roger J. Sippl
</TABLE>
/s/ Radha Ramaswami Basu
*By:___________________________
Radha Ramaswami Basu
(Attorney-in-Fact)
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<C> <S>
1.1** Form of Underwriting Agreement.
3.1** Amended and Restated Certificate of Incorporation, to be effective
upon consummation of this offering.
3.2** Amended and Restated Bylaws, to be effective upon consummation of this
offering.
3.3** Amended and Restated Certificate of Incorporation.
3.4** Certificate of Correction of the Amended and Restated Certificate of
Incorporation.
3.5** Bylaws.
4.1** Form of Common Stock Certificate.
4.2** Registration Rights Agreement, dated June 22, 1998, by and among the
registrant and the parties who are signatories thereto.
4.3** Amended and Restated Registration Rights Agreement, dated March 14,
2000, by and among the registrant and the parties who are signatories
thereto.
4.4** Warrant Agreement to Purchase Shares of Series C Convertible Preferred
Stock, dated July 12, 1999, by and between the registrant and
Comdisco, Inc.
4.5** Warrant Agreement to Purchase Shares of Series C Preferred Stock,
dated October 27, 1998, by and between the registrant and Comdisco,
Inc.
4.6** Warrant Agreement to Purchase Shares of Series C Preferred Stock,
dated October 27, 1998, by and between the registrant and Comdisco,
Inc.
4.7** Warrant Agreement to Purchase Shares of Series C Preferred Stock,
dated October 27, 1998, by and between the registrant and Comdisco,
Inc.
4.8** Letter Agreement, dated June 7, 1999, by and between the registrant
and Comdisco, Inc.
4.9** Warrant Agreement to Purchase Shares of Series C Preferred Stock by
and between the registrant and Excite, Inc.
4.10** Warrant Agreement to Purchase Shares of Series C Preferred Stock dated
February 17, 2000 by and between the registrant and General Electric
Company.
5.1** Opinion of Pillsbury Madison & Sutro LLP.
10.1** Registrant's Amended and Restated 1998 Stock Option Plan.
10.2** Registrant's 2000 Omnibus Equity Incentive Plan.
10.3 Registrant's 2000 Employee Stock Purchase Plan.
10.4** Form of Directors and Officers' Indemnification Agreement.
10.5** Employment Agreement, dated June 24, 1998, by and between the
registrant and Anthony C. Rodoni.
10.7** Employment Agreement, dated July 15, 1999, by and between the
registrant and Radha R. Basu.
10.8** Employment Agreement, dated August 16, 1999, by and between the
registrant and Scott Dale.
10.9** Employment Agreement, dated August 16, 1999, by and between the
registrant and Cadir Lee.
10.10** Employment Agreement, dated September 27, 1999, by and between the
registrant and Brian M. Beattie.
10.11** Employment Agreement, dated December 7, 1999, by and between the
registrant and Jim Hilbert.
10.12** Employment Agreement, dated January 18, 2000, by and between the
registrant and Lucille Hoger.
10.13** Employment Agreement, dated August 1, 1999, by and between the
registrant and Mark Pincus and amendment thereto.
10.14** Sublease Agreement, dated August 6, 1999, by and between the
registrant and Excite, Inc.
10.15+ Enterprise License Agreement, dated May 27, 1999, by and between the
registrant and Bear, Stearns & Co., Inc.
</TABLE>
<PAGE>
EXHIBIT INDEX--(Continued)
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<C> <S>
10.16+ Amendment No. 1 to Enterprise License Agreement, dated October 6,
1999, by and between the registrant and Bear, Stearns & Co., Inc.
10.17+ Enterprise License Agreement dated February 17, 2000 by and between
the registrant and General Electric Company.
10.18** Form of Proprietary Information and Inventions Agreement.
10.19+ OEM Agreement, dated July 14, 1994, by and between the registrant and
Excite@Home.
10.20+ Amendment to OEM Agreement, dated March 2000, by and between the
registrant and Excite@Home.
10.21+ Reseller Agreement, dated March 2000, by and between the registrant
and Samsung SDS Co. Ltd.
10.22 Sale and License Agreement, dated March 20, 2000.
10.23+ Amendment One to Sale and License Agreement, dated June 14, 2000.
23.1** Consent of Ernst & Young LLP.
23.2** Consent of Pillsbury Madison & Sutro LLP (contained in their opinion
filed as Exhibit 5.1).
24.1** Power of Attorney.
27.1** Financial Data Schedule for Support.com, Inc.
99.2** Consent of Excite@Home.
99.3** Consent of JCPenney.
99.4** Consent of Compaq Professional Services.
99.5** Consent of everdream.
</TABLE>
--------
** Previously Filed.
+ Confidential Treatment Requested. Confidential portions of the exhibit have
been omitted and filed separately with the Commission.
