<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 25, 2000
REGISTRATION NO. 333-47566
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEXTRON COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
CALIFORNIA* 7371 77-0392855
(STATE OF INCORPORATION OR OTHER (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER IDENTIFICATION
JURISDICTION OF INCORPORATION OR CLASSIFICATION NUMBER)
ORGANIZATION) CODE NUMBER)
</TABLE>
NEXTRON COMMUNICATIONS, INC.
6830 VIA DEL ORO, SUITE 240
SAN JOSE, CALIFORNIA 95119
(408) 574-0200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
-------------------------
JEFFREY M. TABLAK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NEXTRON COMMUNICATIONS, INC.
6830 VIA DEL ORO, SUITE 240
SAN JOSE, CALIFORNIA 95119
(408) 574-0200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
<TABLE>
<S> <C> <C>
JAMES A. OUNSWORTH, ESQ. ARMAN PAHLAVAN, ESQ. ALLISON LEOPOLD TILLEY, ESQ.
SAFEGUARD SCIENTIFICS, INC. PAUL G. PRINCE, ESQ. JOSEPH R. TIFFANY II, ESQ.
800 THE SAFEGUARD BUILDING GEORGOPOULOS PAHLAVAN & PILLSBURY MADISON & SUTRO LLP
435 DEVON PARK DRIVE PRINCE, LLP 2550 HANOVER STREET
WAYNE, PENNSYLVANIA 19087 935 HAMILTON AVENUE PALO ALTO, CA 94304
(610) 293-0600 MENLO PARK, CALIFORNIA 94025 (650) 233-4500
(650) 473-9001
</TABLE>
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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 the only 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, as amended (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. [ ] _____
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(a), MAY DETERMINE.
* The Registrant intends to reincorporate in Delaware prior to the effective
date of this Registration Statement.
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<PAGE> 2
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registration Statement is solely
to file certain exhibits to the Registration Statement, as set forth below in
Item 16(a) of Part II.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses (other than underwriting discounts and commissions) payable in
connection with the sale of the common stock offered hereby are as follows:
<TABLE>
<CAPTION>
EXPENSE AMOUNT
------- -------
<S> <C>
Securities and Exchange Commission registration fee......... $15,180
NASD filing fee............................................. $30,500
Nasdaq filing fee........................................... $ 5,000
Printing and engraving expenses............................. $ *
Legal fees and expenses..................................... $ *
Accounting fees and expenses................................ $ *
Blue sky fees and expenses (including legal fees)........... $ *
Transfer agent and registrar fees expenses.................. $ *
Miscellaneous............................................... $ *
-------
Total..................................................... $50,680
=======
</TABLE>
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* To be filed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "Delaware 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 such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Our certificate of incorporation (Exhibit 3.2
hereto) and our bylaws (Exhibit 3.4 hereto) provide for indemnification of our
directors, officers, employees and other agents to the maximum extent permitted
by Delaware Law. In addition, we have entered into Indemnification Agreements
(Exhibit 10.12 hereto) with our officers and directors. The Underwriting
Agreement (Exhibit 1.1) also provides for cross-indemnification among Nextron
and the underwriters with respect to certain matters, including matters arising
under the Securities Act.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In the preceding three years, the Registrant has issued the following
securities that were not registered under the Act:
1. On June 3, 1998 to August 11, 1998, we issued an aggregate of
1,401,001 shares of common stock to employees and their families for an
aggregate purchase price of $24,001 pursuant to Subscription Agreements.
2. On November 6, 1998, we sold 33,334 shares of series A preferred
stock for an aggregate purchase price of $30,000 to three purchasers.
3. For the period January 1996 to May 1999, we issued promissory notes
in the aggregate principal amount of $13,498.00 to Safeguard.
4. On September 24, 1999, we issued a promissory note in the principal
amount of up to $1,500,000 to Bank of America.
5. On September 24, 1999, we issued warrants, which are effective of
the purchase of 150,000 shares of series B preferred stock, to Bank of
America.
II-1
<PAGE> 4
6. On November 24, 1999, we issued 2,500,000 shares of series B
preferred stock for an aggregate purchase price of $10,000,000 including
cancellation of certain promissory notes to Safeguard described in 3 above.
7. On November 24, 1999, we issued warrants for the purchase of
625,000 shares of series B preferred stock to Safeguard.
8. On November 24, 1999, we issued warrants for the purchase of
1,250,000 shares of series B preferred stock to Safeguard.
9. On November 24, 1999, we issued warrants for the purchase of
666,667 shares of series B preferred stock to US West/Dex.
10. On December 31, 1999, we issued an aggregate of 150,000 shares of
common stock to a service provider in connection with services rendered.
11. On December 31, 1999, we issued an aggregate of 75,000 shares of
common stock to a service provider in connection with services rendered.
12. On January 26, 2000, we issued an aggregate of 135,733 shares of
common stock in connection with acquisition of Just Doin' Java Unlimited.
13. On February 25, 2000, we sold 1,092,375 shares of series C
preferred stock for an aggregate purchase price of $4,369,500 to one
accredited investor.
14. On March 8, 2000, we issued warrants for the purchase of 250,000
shares of series C preferred stock to one accredited investor.
15. On March 8, 2000, we sold 1,405,744 shares of series C preferred
stock for an aggregate purchase price of $5,622,976 to one accredited
investor.
16. On May 19, 2000 to August 8, 2000, we issued an aggregate of
140,000 shares of common stock to one of our former employees in connection
with entering into separation agreement and mutual release.
17. On May 19, 2000, we issued 50,000 shares of common stock to one of
our former directors.
18. As of July 31, 2000, we issued 1,683,065 of series B preferred
stock for an aggregate purchase price of $6,732,259 in consideration for
cancellation of certain promissory notes to Safeguard described in 3 above.
19. On August 8, 2000, we issued an aggregate of 632,324 shares of
common stock in connection with acquisition of ImpulseSale, Inc.
20. From June 30, 1997 to August 31, 2000, we issued options to
purchase an aggregate of 3,141,901 shares of common stock to employees,
directors and consultants pursuant to the 1997 Equity Compensation Plan and
the 1999 Equity Incentive Plan.
21. On September 7, 2000 we issued a promissory note in the principal
amount of $5,000,000 to Safeguard.
22. On September 7, 2000, we issued warrants to purchase 50,000 shares
of our series D preferred stock.
23. On October 5, 2000, we sold 1,000,000 shares of series D preferred
stock for an aggregate purchase price of $10 million to Safeguard including
cancellation of the promissory note to Safeguard described in 21 above.
The sales of the above securities were deemed 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 pursuant to compensatory benefit
plans and contracts relating to
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<PAGE> 5
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 view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the share
certificates and instruments issued in such 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
------- -----------
<C> <S>
1.1* Form of Underwriting Agreement
1.2* Form of Standby Stock Purchase Agreement
3.1* Amended and Restated Certificate of Incorporation of Nextron
3.2* Amended and Restated Certificate of Incorporation of Nextron
(as proposed)
3.3* Bylaws of Nextron
3.4* Bylaws of Nextron (as proposed)
4.1* Specimen Stock Certificate
5.1* Opinion of Georgopoulos Pahlavan & Prince, LLP regarding the
legality of the common stock being registered
10.1* 1997 Equity Compensation Plan and Form of Incentive Stock
Option Grant and Nonqualified Stock Option Grant
10.2* 1999 Equity Incentive Plan and Form of Incentive Stock
Option and Nonstatutory Stock Option with Terms and
Conditions
10.3** Warrant to purchase stock issued to Bank of America N.A.,
dated September 24, 1999
10.4** Warrant Purchase Agreement and Form of Warrant to purchase
series B preferred stock issued to U.S. West Dex Holdings,
Inc., dated as of November 24, 1999
10.5** Warrant to purchase 625,000 shares of series B preferred
stock issued to Safeguard Scientifics, Inc., dated November
24, 1999
10.6** Warrant to purchase 1,250,000 shares of series B preferred
stock issued to Safeguard Scientifics, Inc., dated November
24, 1999
10.7** Warrant to purchase series C preferred stock issued to
Security Capital Trading, Inc., dated March 8, 2000
10.8** Warrant to purchase series D preferred stock issued to
Safeguard 2000 Capital, L.P., dated September 7, 2000
10.9** Warrant to purchase 30,000 shares of common stock issued to
Gordon Taubenheim
10.10** Security Agreement between Nextron and Safeguard
Scientifics, Inc., dated February 23, 1996
10.11** Promissory Note in the amount of $5.0 million issued to
Safeguard dated September 7, 2000
10.12** Form of Indemnity Agreement between Nextron and agent,
officers and directors
10.13** Employment Agreement between Nextron and Jeffrey M. Tablak,
dated September 8, 2000
10.14** Employment Agreement between Nextron and Scott C. Jensen,
dated September 8, 2000
10.15** Employment Agreement between Nextron and Robert E. James,
dated September 8, 2000
10.16** Asset Purchase Agreement between Nextron and Sage Networks
Acquisition Corp., dated July 1, 1998
10.17** Agreement and Plan of Merger among Nextron, ImpulseSale,
ImpulseSale Acquisition Sub, Inc. and the Selling
Shareholders, dated August 8, 2000
10.18* Lease Agreement between Nextron and The Equitable Life
Assurance Society of the United States, dated December 10,
1995
10.19* Lease Agreement between Nextron and Ross-Green Valley II,
dated June 5, 2000
10.20* Sublease Agreement between Nextron and Lasergenics, dated
January 19, 1996
10.21** Third Amended and Restated Investors' Rights Agreement
21.1** Subsidiaries of the Registrant
23.1 Consent of KPMG LLP
</TABLE>
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<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
23.2* Consent of Georgopoulos Pahlavan & Prince, LLP (see Exhibit
5.1)
24.1** Power of Attorney (see Part II-5)
27.1** Financial Data Schedule
99.1** Form Letter from Nextron Commercial to holders of more than
100 shares of Safeguard Scientifics, Inc. describing the
Safeguard Subscription Program.
99.2** Form of Letter from Nextron Communications, Inc. to brokers
describing the Safeguard Subscription Program.
99.3** Form of Subscription Form for Safeguard Subscription
Program.
</TABLE>
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* To be filed by amendment.
** Previously filed.
(b) Financial Statement Schedules
All information for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission is either included in the
consolidated financial statements or is not required under the related
instructions or are inapplicable, and therefore have been omitted.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreements 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.
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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in San Jose, California on October 6,
2000.
NEXTRON COMMUNICATIONS, INC.
By: /s/ JEFFREY M. TABLAK
------------------------------------
Jeffrey M. Tablak
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <S>
/s/ JEFFREY M. TABLAK Chief Executive Officer and October 25, 2000
----------------------------------------------------- Director (Principal Executive
Jeffrey M. Tablak Officer)
* Robert E. James Chief Financial Officer October 25, 2000
----------------------------------------------------- (Principal Financial and
Robert E. James Accounting Officer)
* Scott Jensen Director October 25, 2000
-----------------------------------------------------
Scott Jensen
* Craig J. London Chairman of the Board and October 25, 2000
----------------------------------------------------- Director
Craig. J. London
* Roop K. Lakkaraju Director October 25, 2000
-----------------------------------------------------
Roop K. Lakkaraju
*By: /s/ JEFFREY M. TABLAK
------------------------------------------------
Jeffrey M. Tablak, Attorney-in-Fact
</TABLE>
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<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1* Form of Underwriting Agreement
1.2* Form of Standby Stock Purchase Agreement
3.1* Amended and Restated Certificate of Incorporation of Nextron
3.2* Amended and Restated Certificate of Incorporation of Nextron
(as proposed)
3.3* Bylaws of Nextron
3.4* Bylaws of Nextron (as proposed)
4.1* Specimen Stock Certificate
5.1* Opinion of Georgopoulos Pahlavan & Prince, LLP regarding the
legality of the common stock being registered
10.1* 1997 Equity Compensation Plan and Form of Incentive Stock
Option Grant and Nonqualified Stock Option Grant
10.2* 1999 Equity Incentive Plan and Form of Incentive Stock
Option and Nonstatutory Stock Option with Terms and
Conditions
10.3** Warrant to purchase stock issued to Bank of America N.A.,
dated September 24, 1999
10.4** Warrant Purchase Agreement and Form of Warrant to purchase
series B preferred stock issued to U.S. West Dex Holdings,
Inc., dated as of November 24, 1999
10.5** Warrant to purchase 625,000 shares of series B preferred
stock issued to Safeguard Scientifics, Inc., dated November
24, 1999
10.6** Warrant to purchase 1,250,000 shares of series B preferred
stock issued to Safeguard Scientifics, Inc., dated November
24, 1999
10.7** Warrant to purchase series C preferred stock issued to
Security Capital Trading, Inc., dated March 8, 2000
10.8** Warrant to purchase series D preferred stock issued to
Safeguard 2000 Capital, L.P., dated September 7, 2000
10.9** Warrant to purchase 30,000 shares of common stock issued to
Gordon Taubenheim
10.10** Security Agreement between Nextron and Safeguard
Scientifics, Inc., dated February 23, 1996
10.11** Promissory Note in the amount of $5.0 million issued to
Safeguard dated September 7, 2000
10.12** Form of Indemnity Agreement between Nextron and agent,
officers and directors
10.13** Employment Agreement between Nextron and Jeffrey M. Tablak,
dated September 8, 2000
10.14** Employment Agreement between Nextron and Scott C. Jensen,
dated September 8, 2000
10.15** Employment Agreement between Nextron and Robert E. James,
dated September 8, 2000
10.16** Asset Purchase Agreement between Nextron and Sage Networks
Acquisition Corp., dated July 1, 1998
10.17** Agreement and Plan of Merger among Nextron, ImpulseSale,
ImpulseSale Acquisition Sub, Inc. and the Selling
Shareholders, dated August 8, 2000
10.18* Lease Agreement between Nextron and The Equitable Life
Assurance Society of the United States, dated December 10,
1995
10.19* Lease Agreement between Nextron and Ross-Green Valley II,
dated June 5, 2000
10.20* Sublease Agreement between Nextron and Lasergenics, dated
January 19, 1996
10.21** Third Amended and Restated Investors' Rights Agreement
21.1** Subsidiaries of the Registrant
23.1 Consent of KPMG LLP
23.2* Consent of Georgopoulos Pahlavan & Prince, LLP (see Exhibit
5.1)
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
24.1** Power of Attorney (see Part II-5)
27.1** Financial Data Schedule
99.1** Form Letter from Nextron Commercial to holders of more than
100 shares of Safeguard Scientifics, Inc. describing the
Safeguard Subscription Program.
99.2** Form of Letter from Nextron Communications, Inc. to brokers
describing the Safeguard Subscription Program.
99.3** Form of Subscription Form for Safeguard Subscription
Program.
</TABLE>
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* To be filed by amendment.
** Previously filed.
