<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 2000
REGISTRATION NO. 333-49222
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
STORAGEAPPS INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 7372
(State or other jurisdiction of (Primary Standard Industrial
incorporation or organization) Classification Code Number)
22-3374723
(I.R.S. Employer
Identification Number)
1001 FRONTIER ROAD
BRIDGEWATER, NJ 08807
(908) 243-8700
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
HOWARD A. KWON
GENERAL COUNSEL
STORAGEAPPS INC.
1001 FRONTIER ROAD
BRIDGEWATER, NJ 08807
(908) 243-8700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
WINTHROP B. CONRAD, JR. JOEL S. KLAPERMAN
DAVIS POLK & WARDWELL SHEARMAN & STERLING
450 LEXINGTON AVENUE 599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10022
(212) 450-4000 (212) 848-4000
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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
of 1933, please 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 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 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 certain exhibits to
the Registration Statement as set forth below in Item 16(a) of Part II.
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
---------- -----------------------------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement*
3.1 Certificate of Incorporation*
3.2 Bylaws*
4.1 Form of Common Stock Certificate*
5.1 Opinion of Davis Polk & Wardwell*
10.1 Registration Rights Agreement*
10.2 Software Licensing Agreement with Dell+
10.3 Credit Agreement*
10.4 StorageApps Inc. 2000 Stock Incentive Plan*
21.1 Subsidiaries of the Registrant**
23.1 Consent of PricewaterhouseCoopers LLP**
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
24.1 Powers of Attorney (included on signature page)**
27.1 Financial Data Schedule (1997)**
27.2 Financial Data Schedule (1998)**
27.3 Financial Data Schedule (1999)**
27.4 Financial Data Schedule (June 30, 1999)**
27.5 Financial Data Schedule (June 30, 2000)**
</TABLE>
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* To be filed by amendment.
** Previously filed.
+ Confidential material appearing in this document has been omitted and
filed separately with the Securities and Exchange Commission in
accordance with the Securities Act of 1933, as amended, and Rule 406
promulgated thereunder. Omitted information has been replaced with
asterisks.
(b) No financial statement schedules are required to be filed as part of
this Registration Statement.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Bridgewater, State of New Jersey, on the 27th day of November, 2000.
STORAGEAPPS INC.
By /s/ Howard A. Kwon
------------------------------------
Name: Howard A. Kwon
Title: General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------- ---------------------------------------- ------------------
<S> <C> <C>
* Chairman of the Board of Directors and November 27, 2000
----------------------- Chief Executive Officer (Principal
Daniel Gittleman Executive Officer)
*
----------------------- Chief Financial Officer (Principal November 27, 2000
David Dill Financial and Accounting Officer)
* President and Chief Operating Officer November 27, 2000
----------------------- and Director
Daniel Petrozzo
* Director November 27, 2000
-----------------------
Joachim Gfoeller, Jr.
* Director November 27, 2000
-----------------------
J. Tomilson Hill III
* Director November 27, 2000
-----------------------
Joshua Levine
* Director November 27, 2000
-----------------------
Morton Topfer
* By: /s/ Howard A. Kwon Attorney-In-Fact November 27, 2000
-----------------------
Howard A. Kwon
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
--------- ----------------------------------------------------------- --------------
<S> <C> <C>
1.1 Form of Underwriting Agreement*
3.1 Certificate of Incorporation*
3.2 Bylaws*
4.1 Form of Common Stock Certificate*
5.1 Opinion of Davis Polk & Wardwell*
10.1 Registration Rights Agreement*
10.2 Software Licensing Agreement with Dell+
10.3 Credit Agreement*
10.4 StorageApps Inc. 2000 Stock Incentive Plan*
21.1 Subsidiaries of the Registrant**
23.1 Consent of PricewaterhouseCoopers LLP**
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
24.1 Powers of Attorney (included on signature page)**
27.1 Financial Data Schedule (1997)**
27.2 Financial Data Schedule (1998)**
27.3 Financial Data Schedule (1999)**
27.4 Financial Data Schedule (June 30, 1999)**
27.5 Financial Data Schedule (June 30, 2000)**
</TABLE>
----------
* To be filed by amendment.
** Previously filed.
+ Confidential material appearing in this document has been omitted and
filed separately with the Securities and Exchange Commission in
accordance with the Securities Act of 1933, as amended, and Rule 406
promulgated thereunder. Omitted information has been replaced with
asterisks.
