<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 2000.
REGISTRATION NO. 333-47138
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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
------------------------
eROOM TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7372 04-3319257
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
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725 CONCORD AVENUE
CAMBRIDGE, MA 02138
(617) 497-6300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
JEFFREY R. BEIR
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EROOM TECHNOLOGY, INC.
725 CONCORD AVENUE
CAMBRIDGE, MA 02138
(617) 497-6300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
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<S> <C>
WILLIAM J. SCHNOOR, JR., ESQ. PETER B. TARR, ESQ.
BRIAN D. GOLDSTEIN, ESQ. RICHARD G. COSTELLO, ESQ.
JEFFREY M. HELD, ESQ. HALE AND DORR LLP
TESTA, HURWITZ & THIBEAULT, LLP 60 STATE STREET
125 HIGH STREET BOSTON, MA 02109
BOSTON, MA 02110 (617) 526-6000
(617) 248-7000
</TABLE>
------------------------
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 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 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. [ ]
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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 THAT 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> 2
EXPLANATORY NOTE
This Amendment No. 1 to Registration Statement on Form S-1 (File No.
333-47138) of eRoom Technology, Inc. is a Part II filing solely to file copies
of certain exhibits listed in Item 16 hereto. Accordingly, a preliminary
prospectus has been omitted.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the common stock being registered. All the amounts are estimates except for
the SEC registration fee.
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SEC registration fee........................................ $18,480
Nasdaq National Market listing fee.......................... *
NASD filing fee............................................. 7,500
Blue sky qualification fees and expenses.................... 12,000
Printing and engraving expenses............................. *
Legal fees and expenses..................................... *
Accounting fees and expenses................................ *
Transfer agent and registrar fees........................... *
Miscellaneous............................................... *
-------
Total....................................................... *
=======
</TABLE>
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* To be provided by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Delaware law, the Registrant's Sixth Amended and Restated
Certificate of Incorporation provides that no director of the Registrant will be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (a) for any breach
of duty of loyalty to the Registrant or to its stockholders, (b) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the Delaware General Corporation Law,
or (d) for any transaction from which the director derived an improper personal
benefit. The Registrant's Sixth Amended and Restated Certificate of
Incorporation further provides that the Registrant must indemnify its directors
and executive officers and may indemnify its other officers and employees and
agents to the fullest extent permitted by Delaware law. The Registrant maintains
a policy of directors and officers insurance that provides insurance against
certain expenses and liabilities which may be incurred by directors and
officers.
The Underwriting Agreement (Exhibit 1.01) will provide for indemnification
by the underwriters of the Registrant, its directors, its officers who sign the
registration statement, and the Registrant's controlling persons for certain
liabilities, including liabilities arising under the Securities Act.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
During the last three years, the Registrant has sold or issued the
following unregistered securities:
(a) Issuance of Capital Stock
In May 1997, the Registrant issued and sold an aggregate of 65,000 shares
of series A convertible preferred stock for an aggregate of $65,000.
II-1
<PAGE> 4
In August 1997, the Registrant issued and sold an aggregate of 2,851,065
shares of series B convertible preferred stock for an aggregate of
$6,700,002.75.
In August 1998, the Registrant issued and sold an aggregate of 1,250,000
shares of series B-1 convertible preferred stock for an aggregate of $3,500,000.
In September 1999, the Registrant issued and sold an aggregate of 3,132,751
shares of series C convertible preferred stock for an aggregate of
$15,037,204.80.
In October 1999, the Registrant issued and sold an aggregate of 104,167
shares of series C convertible preferred stock for an aggregate of $500,001.60.
In April 2000, the Registrant issued and sold an aggregate of 956,938
shares of series D convertible preferred stock for an aggregate of
$10,000,002.10.
In July 2000, the Registrant issued and sold an aggregate of 1,052,633
shares of series D convertible preferred stock for an aggregate of
$11,000,014.85.
Each share of the Registrant's series A, series B, series B-1, series C and
series D convertible preferred stock will automatically convert into one share
of common stock upon the closing of this offering.
(b) Exercises of Stock Options
Since inception, the Registrant granted options to purchase 5,603,555
shares of common stock at exercise prices ranging from $0.02 to $4.50.
Registrant issued 1,894,457 shares of common stock pursuant to exercise of
employee options.
The foregoing sales were made in reliance upon an exemption from the
registration provisions of the Securities Act set forth in Section 4(2) thereof
relative to sales by an issuer not involving any public offering or the rules
and regulations thereunder, or, in the case of options to purchase common stock
and shares of common stock issued upon the exercise of such options, Rule 701
under the Securities Act. All of the foregoing securities are deemed restricted
securities for purposes of the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following is a list of exhibits filed as a part of this
registration statement.
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EXHIBIT NO. EXHIBIT
----------- -------
<C> <S>
1.01* Form of Underwriting Agreement
3.01+ Fifth Amended and Restated Certificate of Incorporation of
Registrant
3.02+ Certificate of Amendment of Fifth Amended and Restated
Certificate of Incorporation of Registrant
3.03+ Sixth Amended and Restated Certificate of Incorporation of
Registrant (to be effective as of the closing of the
offering)
3.04+ By-Laws of the Registrant
3.05+ Amended and Restated By-Laws of the Registrant (to be
effective as of the closing of the offering)
4.01* Specimen Certificate for shares of Common Stock of
Registrant
</TABLE>
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<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<C> <S>
4.02+ Description of Capital Stock (contained in the Sixth Amended
and Restated Certificate of Incorporation filed as Exhibit
3.03)
5.01* Legal Opinion of Testa, Hurwitz & Thibeault, LLP
10.01+ 1996 Stock Plan
10.02+ 2000 Stock Option and Incentive Plan (to be effective as of
the closing of the offering)
10.03+ 2000 Employee Stock Purchase Plan (to be effective as of the
closing of the offering)
10.04+ Non-Qualified Stock Option Agreement between the Registrant
and Jeffrey R. Beir dated January 19, 2000
10.05+ Non-Qualified Stock Option Agreement between the Registrant
and R. Pito Salas dated January 19, 2000
10.06+ Non-Qualified Stock Option and Stock Repurchase Agreement
between the Registrant and Robert L. Lentz dated February
18, 2000
10.07+ Non-Qualified Stock Option Agreement between the Registrant
and David A. Litwack dated July 14, 2000
10.08+ Non-Qualified Stock Option Agreement between the Registrant
and Thomas F. Bogan dated July 14, 2000
10.09+ Severance Letter between the Registrant and Robert L. Lentz
dated September 6, 2000
10.10+ Non-Qualified Stock Option and Stock Repurchase Agreement
between the Registrant and Ralph Breslauer dated July 19,
2000.
10.11+ Fourth Amended and Restated Investor Rights Agreement dated
as of April 20, 2000
10.12+ Amendment No. 1 to Fourth Amended and Restated Investor
Rights Agreement dated as of July 14, 2000
10.13+ Third Amendment and Restatement of Lease between Registrant
and Koll Bren Fund V, L.P. dated as of June 28, 2000
10.14+- License Software Agreement between the Registrant and Ford
Motor Company dated March 15, 2000 (with certain
confidential information omitted)
10.15+- Commercial Application Partner Agreement between the
Registrant and Sybase, Inc. dated July 31, 1997 (with
certain confidential information omitted)
10.16+- Adaptive Server Anywhere Master Disk Addendum to the
Commercial Application Partner Agreement between the
Registrant and Sybase, Inc. dated March 28, 2000 (with
certain confidential information omitted)
10.17+ Credit Agreement by and between the Registrant and Fleet
National Bank dated as of September 22, 2000
10.18+ Revolving Credit Note from the Registrant in favor of Fleet
National Bank
10.19+ Equipment Note from the Registrant in favor of Fleet
National Bank
10.20+ Security Agreement by and between the Registrant and Fleet
National Bank dated as of September 22, 2000
21.01+ List of Subsidiaries
23.01* Consent of Testa, Hurwitz & Thibeault, LLP (contained in
Exhibit 5.01)
23.02+ Consent of PricewaterhouseCoopers LLP
</TABLE>
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<PAGE> 6
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<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<C> <S>
24.01+ Power of Attorney (contained on pg. II-6)
27.01+ Financial Data Schedule
</TABLE>
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+ Filed herewith.
+ Previously filed.
- Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.
* To be filed by amendment.
(b) FINANCIAL STATEMENT SCHEDULES
All schedules have been omitted because they are not required or because
the required information is given in the Registrant's Financial Statements or
Notes thereto.
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
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the provisions described in Item 14 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
Securities Act of 1933 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
Securities Act of 1933 and will governed by the final adjudication of such
issue.
The undersigned registrant 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 the 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 of 1933 shall be
deemed to be part of this registration statement as of the time it was declared
effective and (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 amendment no. 1 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Cambridge, Commonwealth of Massachusetts on the 16th day of October, 2000.
eROOM TECHNOLOGY, INC.
By: /s/ JEFFREY R. BEIR
------------------------------------
Jeffrey R. Beir
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 1 to registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ JEFFREY R. BEIR President, Chief Executive October 16, 2000
--------------------------------------------------- Officer and Director
Jeffrey R. Beir (principal executive
officer)
/s/ ROBERT L. LENTZ Senior Vice President of October 16, 2000
--------------------------------------------------- Finance, Chief Financial
Robert L. Lentz Officer, Treasurer and
Assistant Secretary
(principal financial and
accounting officer)
* Director October 16, 2000
---------------------------------------------------
Timothy A. Barrows
* Director October 16, 2000
---------------------------------------------------
Thomas F. Bogan
* Director October 16, 2000
---------------------------------------------------
Richard D'Amore
* Director October 16, 2000
---------------------------------------------------
David A. Litwack
* Director October 16, 2000
---------------------------------------------------
Ronald Nordin
* Director October 16, 2000
---------------------------------------------------
R. Pito Salas
*By: /s/ JEFFREY R. BEIR
---------------------------------------------
Jeffrey R. Beir
Attorney-in-Fact
</TABLE>
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EXHIBIT NO. EXHIBIT
----------- -------
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1.01* Form of Underwriting Agreement
3.01+ Fifth Amended and Restated Certificate of Incorporation of
Registrant
3.02+ Certificate of Amendment of Fifth Amended and Restated
Certificate of Incorporation of Registrant
3.03+ Sixth Amended and Restated Certificate of Incorporation of
Registrant (to be effective as of the closing of the
offering)
3.04+ By-Laws of the Registrant
3.05+ Amended and Restated By-Laws of the Registrant (to be
effective as of the closing of the offering)
4.01* Specimen Certificate for shares of Common Stock of
Registrant
4.02+ Description of Capital Stock (contained in the Sixth Amended
and Restated Certificate of Incorporation filed as Exhibit
3.03)
5.01* Legal Opinion of Testa, Hurwitz & Thibeault, LLP
10.01+ 1996 Stock Plan
10.02+ 2000 Stock Option and Incentive Plan (to be effective as of
the closing of the offering)
10.03+ 2000 Employee Stock Purchase Plan (to be effective as of the
closing of the offering)
10.04+ Non-Qualified Stock Option Agreement between the Registrant
and Jeffrey R. Beir dated January 19, 2000
10.05+ Non-Qualified Stock Option Agreement between the Registrant
and R. Pito Salas dated January 19, 2000
10.06+ Non-Qualified Stock Option and Stock Repurchase Agreement
between the Registrant and Robert L. Lentz dated February
18, 2000
10.07+ Non-Qualified Stock Option Agreement between the Registrant
and David A. Litwack dated July 14, 2000
10.08+ Non-Qualified Stock Option Agreement between the Registrant
and Thomas F. Bogan dated July 14, 2000
10.09+ Severance Letter between the Registrant and Robert L. Lentz
dated September 6, 2000
10.10+ Non-Qualified Stock Option and Stock Repurchase Agreement
between the Registrant and Ralph Breslauer dated July 19,
2000
10.11+ Fourth Amended and Restated Investor Rights Agreement dated
as of April 20, 2000
10.12+ Amendment No. 1 to Fourth Amended and Restated Investor
Rights Agreement dated as of July 14, 2000
10.13+ Third Amendment and Restatement of Lease between Registrant
and Koll Bren Fund V, L.P. dated as of June 28, 2000
10.14+- License Software Agreement between the Registrant and Ford
Motor Company dated March 15, 2000 (with certain
confidential information omitted)
10.15+- Commercial Application Partner Agreement between the
Registrant and Sybase, Inc. dated July 31, 1997(with certain
confidential information omitted)
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<C> <S>
10.16+- Adaptive Server Anywhere Master Disk Addendum to the
Commercial Application Partner Agreement between the
Registrant and Sybase, Inc. dated March 28, 2000 (with
certain confidential information omitted)
10.17+ Credit Agreement by and between the Registrant and Fleet
National Bank dated as of September 22, 2000
10.18+ Revolving Credit Note from the Registrant in favor of Fleet
National Bank
10.19+ Equipment Note from the Registrant in favor of Fleet
National Bank
10.20+ Security Agreement by and between the Registrant and Fleet
National Bank dated as of September 22, 2000
21.01+ List of Subsidiaries
23.01* Consent of Testa, Hurwitz & Thibeault, LLP (contained in
Exhibit 5.01)
23.02+ Consent of PricewaterhouseCoopers LLP
24.01+ Power of Attorney (contained on pg. II-6)
27.01+ Financial Data Schedule
</TABLE>
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+ Filed herewith.
+ Previously filed.
- Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.
* To be filed by amendment.
