<PAGE>
As filed with the Securities and Exchange Commission on July 21, 2000
Registration No. 333-35278
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
AMENDMENT NO. 4 TO THE
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
IASIAWORKS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
California 4813 94-3228782
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
2000 Alameda de las Pulgas, Suite 125
San Mateo, California 94403
(650) 524-1790
(Address, including zip code, and telephone number, including area code, of the
registrant's principal executive offices)
--------------
JoAnn Patrick-Ezzell
Chief Executive Officer
iAsiaWorks, Inc.
2000 Alameda de las Pulgas, Suite 125
San Mateo, California 94403
(650) 524-1790
(Name address, including zip code, and telephone number, including area code,
of agent for service)
--------------
Copies to:
<TABLE>
<S> <C>
Warren T. Lazarow, Esq. Earl D. Weiner, Esq.
Richard C. Leska, Esq. Sullivan & Cromwell
Brian E. Covotta, Esq. 125 Broad Street
Andrei F. B. Behdjet, Esq. New York, N.Y. 10004-2498
Joanna H. Koo, Esq. (212) 558-4000
Brobeck, Phleger & Harrison LLP
Two Embarcadero Place
2200 Geng Road
Palo Alto, California 94303
(650) 424-0160
</TABLE>
--------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
--------------
If 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, 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, 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. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
------------------------------------------------------------------------------
------------------------------------------------------------------------------
<CAPTION>
Title of Each Class of Securities to Amount to be Amount of
be Registered Registered(1) Registration Fee(2)
------------------------------------------------------------------------------
<S> <C> <C>
Common Stock $0.001 par value ....... $230,000,000 $60,720
------------------------------------------------------------------------------
------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o). Reference is made to the
prospectus cover page with respect to the currently expected size of the
offering.
(2) Previously paid.
--------------
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, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
----------------
----------------
Explanatory Note
The purpose of this Amendment No. 4 to the Registration Statement 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 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than the
underwriting discounts payable by iAsiaWorks in connection with the sale of
common stock being registered. All amounts are estimates except the SEC
registration fee and the NASD filing fees.
<TABLE>
<S> <C>
SEC Registration Fee............................................. $ 60,720
NASD Filing Fee.................................................. 15,500
Nasdaq National Market Listing Fee*.............................. 17,500
Printing and Engraving Expenses*................................. 300,000
Legal Fees and Expenses*......................................... 975,000
Accounting Fees and Expenses*.................................... 900,000
Blue Sky Fees and Expenses*...................................... 20,000
Transfer Agent Fees*............................................. 25,000
Miscellaneous*................................................... 7,400
----------
Total.......................................................... $2,321,120
==========
</TABLE>
--------
* Estimated
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit this
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article VIII of iAsiaWorks' bylaws provides
for mandatory indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted
by the Delaware General Corporation Law. iAsiaWorks' certificate of
incorporation provides that, subject to Delaware law, its directors will not be
personally liable for monetary damages for breach of the directors' fiduciary
duty as directors to iAsiaWorks and its stockholders. This provision in the
certificate of incorporation does not eliminate the directors' fiduciary duty,
and in appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to iAsiaWorks or its stockholders for acts or
omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. iAsiaWorks has entered
into indemnification agreements with its officers and directors, a form of
which will be filed with the Securities and Exchange Commission (the
"Commission") as an exhibit to the registrant's registration statement on Form
S-1 (No. 333-35278). The indemnification agreements provide iAsiaWorks'
officers and directors with further indemnification to the maximum extent
permitted by the Delaware General Corporation Law. Reference is also made to
Section II of the Rights Agreement contained in Exhibit 4.2 hereto,
indemnifying certain of iAsiaWorks' stockholders, including controlling
stockholders, against certain liabilities.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
II-1
<PAGE>
Item 15. Recent Sales of Unregistered Securities
During the past three years, the registrant has issued unregistered
securities to a limited number of persons as described below:
(a) In November 1997, the registrant issued to Venture Lending & Leasing I
and II warrants to purchase an aggregate of 150,000 shares of our Series B
preferred stock at an exercise price of $4.50 per share.
(b) In August 1998, the registrant issued and sold 3,268,995 shares of its
Series C preferred stock, and warrants to purchase 2,845,242 shares of its
common stock at an exercise price of $0.03 per share, to entities affiliated
with Enterprise Partners, entities affiliated with Generation Capital Partners,
entities affiliated with Institutional Venture Partners, entities affiliated
with New Enterprise Associates, Greenacre Ventures L.L.P., entities affiliated
with Zesiger Capital Group, L.L.C., and various other investors at a price of
$3.00 per share.
(c) In October 1996 and April 1997, the registrant issued and sold 2,260,840
shares of its Series B preferred stock, and warrants to purchase 399,943 shares
of its Series B preferred stock at a an exercise price of $4.50 per share, to
entities affiliated with Zesiger Capital Group L.L.C., entities affiliated with
Generation Capital Partners, L.P., Salomon Brothers Inc. and other various
investors at a price of $4.50 per share.
(d) In August 1999, the registrant issued to various investors warrants to
purchase an aggregate of 100,711 shares of its common stock at an exercise
price of $0.03 per share. Warrants for 41,936 shares were exercised by
Institutional Venture Partners in September 1999 and 38,581 shares were
exercised in October 1999 by Enterprise Partners IV, L.P. and 3,355 shares were
exercised in October 1999 by Enterprise Partners IV Associates, L.P.
(e) In September 1999, warrants to purchase 1,284,152 shares of common stock
were exercised by Institutional Venture Partners III, L.P., Institutional
Venture Management Investment Fund VIII, L.L.C., Institutional Venture
Management Investment Fund VIII-A, L.L.C., and Institutional Venture Partners
Founders Fund I, L.P. for an aggregate consideration of $38,525.
(f) In October 1999, warrants to purchase 928,950 shares of common stock were
exercised by Enterprise Partners IV, L.P. and Enterprise Partners IV
Associates, L.P. for an aggregate consideration of $27,869.
(g) In December 1999, the registrant issued and sold 13,596,658 shares of its
Series D preferred stock at an aggregate purchase price of $82,988,680 to
entities affiliated with NewBridge Capital Limited, entities affiliated with
Sprout Group L.P., Internet Elite Limited and various other investors at a
price of $6.103383 per share.
(h) In December 1999, the registrant issued to various investors, including
Enterprise Partners IV, L.P., Westcoast Co., and Mellon Bank NA custodian
PERSI-Zesiger Capital, convertible promissory notes in the aggregate principal
amount of $2,014,322 were converted to 330,028 shares of Series D preferred
stock.
(i) In December 1999, the registrant issued to various investors, including
entities affiliated with Zesiger Capital, Generation Partners and Salomon Smith
Barney Inc., warrants to purchase 198,301 shares of its Series B preferred
stock at a price of $4.50 per share, all but 6,832 of such warrants were
immediately exercised.
(j) In January 2000, the registrant issued 163,845 shares of Series D
preferred stock to Web Professionals, Inc. in connection with the registrant's
acquisition of the assets of same.
II-2
<PAGE>
(k) In April 2000, the registrant issued 100,000 shares of Series D preferred
stock to Cyberhost Pty Limited in connection with the registrant's acquisition
of the assets of same.
(l) In April 2000, the registrant issued 3,333 shares of common stock to Ms.
JoAnn Patrick- Ezzell.
(m) Since its inception, and as of June 30, 2000, the registrant has in the
aggregate granted 8,544,208 stock options to its employees, directors and
consultants under its 1995 Stock Option Plan. Of these granted options,
1,394,298 have since been cancelled and returned to the plan by the registrant,
1,365,309 have been exercised, and 5,784,601 shares remain outstanding with
exercise prices ranging from $0.15 to $15.00 per share.
None of the foregoing transactions involved any underwriters, underwriting
discounts or commissions, or any public offering, and the registrant believes
that each transaction was exempt from the registration requirements of the
Securities Act by virtue of Section 4(2) thereof, Regulation D promulgated
thereunder or Rule 701 pursuant to compensatory benefit plans and contracts
relating to compensation as provided under Rule 701. The recipients in these
transactions represented their intention to acquire the securities for
investment only and not with a view to or for sale in connection 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 relationships with the registrant, to
information about the registrant.
Item 16. Exhibits and Financial Statement Schedules
The exhibits listed in the Exhibit Index are filed as part of this
Registration Statement.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
1.1+ Form of Underwriting Agreement.
2.1+ Purchase Agreement for AT&T EasyLink Services Asia/Pacific Limited.
3.1+ Corrected Amended and Restated Certificate of Incorporation.
3.2+ Form of Second Amended and Restated Certificate of Incorporation, to
be effective after the closing of this offering.
3.3+ Bylaws of the Registrant.
3.4+ Amended and Restated Bylaws, to be effective upon consummation of
this offering.
4.1+ Form of Registrant's Specimen Common Stock Certificate.
4.2+ Amended and Restated Rights Agreement dated December 8, 1999.
5.1* Opinion of Brobeck, Phleger & Harrison LLP, counsel for the
registrant, with respect to the common stock being registered.
10.1+ Registrant's 1995 Stock Option Plan.
10.2+ Registrant's 2000 Amended and Restated Stock Incentive Plan.
10.3+ Registrant's 2000 Amended and Restated Employee Stock Purchase Plan.
10.4+ Form of registrant's Directors and Officers' Indemnification
Agreement.
10.5**/+ Value Added Network Services Agreement, dated March 13, 2000 by and
between the registrant and Taiwan Telecommunications Network.
10.6**/+ Memorandum of Understanding dated March 28, 2000 by and between the
registrant and Integra.
10.7+ Lease, dated March 15, 2000, by and between the registrant and
Monance Limited.
10.8+ Sublease, dated August 31, 1999 by and between the registrant and
California Casualty Management Company.
10.9**/+ Lease, dated October 12, 1999 by and between the registrant and
Cable & Wireless HK Limited.
10.10**/+ Lease, dated May 3, 1999 by and between the registrant and Hong Kong
Telecom International Limited.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
10.11+ Lease, dated October 28, 1998 by and among the registrant and Pai-
yuan Chiang, Jen-hang Chiang and Chou-p'ing Chiang.
10.12+ Employment Agreement, dated July 10, 2000, by and between the
registrant and JoAnn Patrick-Ezzell.
10.13+ Employment Agreement, dated May 5, 2000, by and between the
registrant and David Holub.
10.15+ Employment Agreement, dated June 7, 2000, by and between the
registrant and Jonathan Beizer.
10.16+ Employment Agreement, dated May 14, 2000, by and between the
registrant and Suzanne Chu.
10.17+ Employment Agreement, dated April 27, 2000, by and between the
registrant and Daryl Horn.
10.18** Lease, Indemnity and Agreement, dated June 10, 2000, by and among
the registrant's subsidiary iAsiaWorks (HK) Limited, iAdvantage
Limited and Weelek Company Limited.
10.19**/+ Real Property Building Sale and Purchase Agreement, dated May 17,
2000, by and between the registrant and Teng Fu Construction Co.,
Ltd.
10.20**/+ Real Property Land Sale and Purchase Agreement, dated May 17, 2000,
by and between the Registrant and Bruce Hsieh.
10.21**/+ International Services Agreement, dated April 7, 2000, by and
between the registrant and Digital Island.
10.22+ Sublease, dated May 1, 2000, by and between registrant and
Psygnosis, Ltd.
21.1+ Subsidiaries of the Registrant.
23.1+ Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2+ Consent of PricewaterhouseCoopers, Independent Accountants for AT&T
Easy Link Services Asia/Pacific Limited.
23.3* Consent of Brobeck, Phleger & Harrison LLP (contained in their
opinion filed as Exhibit 5.1).
24.1+ Power of Attorney - See Part II, pages 5 and 6.
27.1+ Financial Data Schedule for iAsiaWorks, Inc. (In EDGAR format only).
</TABLE>
--------
* To be filed by amendment
** Confidential treatment requested.
+ Previously filed.
(b) Financial Statement Schedule
<TABLE>
<S> <C>
Report of Independent Accountants........................................ S-1
Schedule II--Valuation & Qualifying Accounts............................. S-2
</TABLE>
Item 17. Undertakings
The undersigned registrant hereby undertakes to provide to the underwriters
at the closing 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of iAsiaWorks
pursuant to the Delaware General Corporation Law, the certificate of
incorporation or the bylaws of iAsiaWorks, indemnification agreements entered
into between iAsiaWorks and its officers and directors, the underwriting
agreement, or otherwise, iAsiaWorks has been advised that, in the opinion of
the Commission, such
II-4
<PAGE>
indemnification is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by iAsiaWorks of expenses incurred or paid
by a director, officer, or controlling person of iAsiaWorks 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, iAsiaWorks 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 of whether such 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:
(1) For purposes of determining any liability under the Securities Act,
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 iAsiaWorks 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, 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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-1 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Mateo, State of California, on this 21st
day of July 2000.
IASIAWORKS, INC.
By: /s/ JoAnn Patrick-Ezzell
-----------------------------------
JoAnn Patrick-Ezzell
Chief Executive Officer
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 date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JoAnn Patrick-Ezzell Chief Executive Officer and July 21, 2000
____________________________________ Chairman of the Board of
JoAnn Patrick-Ezzell Directors (Principal
Executive Officer)
/s/ Jonathan Beizer Chief Financial Officer and July 21, 2000
____________________________________ President--U.S. (Principal
Jonathan Beizer Accounting Officer)
* Director July 21, 2000
____________________________________
Robert Lee
* Director July 21, 2000
____________________________________
Peter Morris
* Director July 21, 2000
____________________________________
William Stensrud
* Director July 21, 2000
____________________________________
William Tai
* Director July 21, 2000
____________________________________
Farrokh Billimoria
* Director July 21, 2000
____________________________________
Daniel Carroll
</TABLE>
/s/ JoAnn Patrick-Ezzell
*By: ____________________________
JoAnn Patrick-Ezzell
(attorney-in-fact)
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
1.1+ Form of Underwriting Agreement.
2.1+ Purchase Agreement for AT&T EasyLink Services Asia/Pacific Limited.
3.1+ Corrected, Amended and Restated Certificate of Incorporation.
3.2+ Form of Second Amended and Restated Certificate of Incorporation, to
be effective after the closing of this offering.
3.3+ Bylaws of the Registrant.
3.4+ Amended and Restated Bylaws, to be effective upon consummation of
this offering.
4.1+ Form of Registrant's Specimen Common Stock Certificate.
4.2+ Amended and Restated Rights Agreement dated December 8, 1999.
5.1* Opinion of Brobeck, Phleger & Harrison LLP, counsel for the
registrant, with respect to the common stock being registered.
10.1+ Registrant's 1995 Stock Option Plan.
10.2+ Registrant's 2000 Amended and Restated Stock Incentive Plan.
10.3+ Registrant's 2000 Amended and Restated Employee Stock Purchase Plan.
10.4+ Form of registrant's Directors and Officers' Indemnification
Agreement.
10.5**/+ Value Added Network Services Agreement, dated March 13, 2000 by and
between the registrant and Taiwan Telecommunications Network.
10.6**/+ Memorandum of Understanding dated March 28, 2000 by and between
registrant and Integra.
10.7+ Lease, dated March 15, 2000, by and between the registrant and
Monance Limited.
10.8+ Sublease, dated August 31, 1999 by and between the registrant and
California Casualty Management Company.
10.9**/+ Lease, dated October 12, 1999 by and between the registrant and
Cable & Wireless HK Limited.
10.10**/+ Lease, dated May 3, 1999 by and between the registrant and Hong Kong
Telecom International Limited.
10.11+ Lease, dated October 28, 1998 by and among the registrant and Pai-
yuan Chiang, Jen-hang Chiang and Chou-p'ing Chiang.
10.12+ Employment Agreement, dated July 10, 2000, by and between the
registrant and JoAnn Patrick-Ezzell.
10.13+ Employment Agreement, dated May 5, 2000, by and between the
registrant and David Holub.
10.15+ Employment Agreement, dated June 7, 2000, by and between the
registrant and Jonathan Beizer.
10.16+ Employment Agreement, dated May 14, 2000, by and between the
registrant and Suzanne Chu.
10.17+ Employment Agreement, dated April 27, 2000, by and between the
registrant and Daryl Horn.
10.18** Lease, Indemnity and Agreement, dated June 10, 2000, by and among
the registrant's subsidiary iAsiaWorks (HK) Limited, iAdvantage
Limited and Weelek Company Limited.
10.19**/+ Real Property Building Sale and Purchase Agreement, dated May 17,
2000, by and between the registrant and Teng Fu Construction Co.,
Ltd.
10.20**/+ Real Property Land Sale and Purchase Agreement, dated May 17, 2000,
by and between the Registrant and Bruce Hsieh.
10.21**/+ International Services Agreement, dated April 7, 2000, by and
between the registrant and Digital Island.
10.22+ Sublease, dated May 1, 2000, by and between registrant and
Psygnosis, Ltd.
21.1+ Subsidiaries of the Registrant.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
23.1+ Consent of PricewaterhouseCoopers, LLP, Independent Accountants.
23.2+ Consent of PricewaterhouseCoopers, LLP, Independent Accountants for
AT&T Easy Link Services Asia/Pacific Limited.
23.3* Consent of Brobeck, Phleger & Harrison LLP (contained in their opinion
filed as Exhibit 5.1).
24.1+ Power of Attorney - See Part II, pages 5 and 6.
27.1+ Financial Data Schedule for iAsiaWorks, Inc. (In EDGAR format only).
</TABLE>
--------
* To be filed by amendment
** Confidential treatment requested.
+ Previously filed.
