<PAGE>
As filed with the Securities and Exchange Commission on October 24, 2000
Registration No. 333-48484
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ONI SYSTEMS CORP.
(Exact name of Registrant as specified in its charter)
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Delaware 3661 77046-9657
(State or other (Primary standard industrial (I.R.S. employer
jurisdiction of classification code number) identification no.)
incorporation or
organization) ---------------
ONI Systems Corp.
166 Baypointe Parkway
San Jose, California 95134-1621
(408) 965-2600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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HUGH C. MARTIN
President, Chief Executive Officer and Chairman
ONI Systems Corp.
166 Baypointe Parkway
San Jose, California 95134-1621
(408) 965-2600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
HORACE L. NASH, ESQ. JOHN L. SAVVA, ESQ.
RICHARD L. DICKSON, ESQ. PATRICK BROWN, ESQ.
DAVID A. BELL, ESQ. Sullivan & Cromwell
JOSHUA N. SUN, ESQ. 1870 Embarcadero Road
Fenwick & West LLP Palo Alto, California 94303-3308
Two Palo Alto Square (650) 461-5600
Palo Alto, California 94306
(650) 494-0600
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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,
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. [X] 333-48484
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum
Title of Each Class of Amount Proposed Maximum Aggregate Amount of
Securities to be to be Offering Price Offering Registration
Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
5% Convertible
Subordinated Notes due
2005................... $57,500,000(1) 100% $57,500,000(1) $15,180
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Common Stock, $0.0001
par value.............. (2) -- -- (3)
</TABLE>
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(1) Estimated solely for the purpose of computing the amount of the
registration fee. Includes $7,500,000 principal amount at maturity of notes
to cover the over-allotment option.
(2) Such indeterminate number of shares of Common Stock as shall be required
for issuance upon conversion or redemption of the Notes being registered
hereunder.
(3) No additional consideration will be received for the Common Stock and,
therefore, no registration fee is required pursuant to Rule 457(i).
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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 said Section 8(a),
may determine.
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<PAGE>
EXPLANATORY NOTE
The purpose of this Amendment No. 1 is solely to file an exhibit to the
Registration Statement as set forth below in Item 16(a) of Part II.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Number Exhibit Title
------ -------------
<C> <S>
5.01* Opinion of Fenwick & West LLP regarding the legality of the
securities being registered.
5.02 Opinion of Winthrop, Stimson, Putnam & Roberts regarding the
legality of the securities being registered.
23.01* Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02* Consent of KPMG LLP, independent auditors.
23.03* Consent of KPMG LLP, independent auditors.
24.01** Power of Attorney (see signature page to Registration Statement,
File No. 333-46794).
</TABLE>
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* Previously filed.
** Incorporated herein by reference to the exhibit filed with Registrant's
Registration Statement on Form S-1 (Commission File No. 333-46784).
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Jose, State of
California, on this 24th day of October, 2000.
ONI SYSTEMS CORP.
/s/ Hugh C. Martin
By: _________________________________
Hugh C. Martin
President, Chief Executive
Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ Hugh C. Martin President, Chief Executive October 24, 2000
______________________________________ Officer and Chairman of
Hugh C. Martin the Board
Principal Financial Officer and
Principal Accounting Officer:
/s/ Chris A. Davis Executive Vice President, October 24, 2000
______________________________________ Chief Financial and
Chris A. Davis Administrative Officer
Additional Directors:
* Director October 24, 2000
______________________________________
Matthew W. Bross
* Director October 24, 2000
______________________________________
Kevin R. Compton
* Director October 24, 2000
______________________________________
Jonathan D. Feiber
* Director October 24, 2000
______________________________________
James F. Jordan
* Director October 24, 2000
______________________________________
</TABLE> Gregory B. Maffei
/s/ Chris A. Davis
*By: ____________________________
Attorney-in-Fact
II-2
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Number Exhibit Title
------ -------------
<C> <S>
5.02 Opinion of Winthrop, Stimson, Putnam & Roberts regarding the
legality of the securities being registered.
</TABLE>
