<PAGE>
As filed with the Securities and Exchange Commission on October 12, 2000
Registration No. 333-45958
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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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RIVERSTONE NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
Delaware 3576 95-4596178
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
5200 Great America Parkway
Santa Clara, California 95054
(408) 878-6500
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Mr. Romulus Pereira
President and Chief Executive Officer
Riverstone Networks, Inc.
5200 Great America Parkway
Santa Clara, California 95054
(408) 878-6500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
The Commission is requested to mail copies of all orders, notices and
communications to:
<TABLE>
<S> <C>
David A. Fine, Esq. Jeffrey D. Saper, Esq.
Michael J. Stick, Esq. Kurt Berney, Esq.
Ropes & Gray Jack Helfand, Esq.
One International Place Wilson Sonsini Goodrich & Rosati
Boston, Massachusetts 02110 Professional Corporation
(617) 951-7000 650 Page Mill Road
Palo Alto, California 94604-1050
(650) 493-9300
</TABLE>
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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,
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>
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<CAPTION>
Amount of
Title of Each Class of Securities to Proposed Maximum Registration
Be Registered Aggregate Offering Price(1) Fee(2)
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<S> <C> <C>
Common Stock, $.01 par value
per share......................... $200,000,000 $52,800
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933,
as amended.
(2) $52,800 of which has been previously paid.
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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 this registration
statement shall become effective on such date as the Commission, acting
pursuant to said section 8(a), may determine.
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EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registration Statement is solely
to file Exhibits 10.8 and 10.8.1 to the Registration Statement, as set forth
below in Item 16(a) of Part II. No changes have been made to the prospectus.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with the issuance
and distribution of the securities being registered hereby:
<TABLE>
<S> <C>
SEC Registration Fee................................................ $52,800
NASD Filing Fee..................................................... 20,500
Nasdaq Listing Fee.................................................. *
Blue Sky Fees and Expenses.......................................... *
Printing and Engraving Costs........................................ *
Legal Fees and Expenses............................................. *
Accounting Fees and Expenses........................................ *
Transfer Agent and Registrar Fees and Expenses...................... *
Miscellaneous....................................................... *
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TOTAL............................................................. $
=======
</TABLE>
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* To be supplied by amendment.
The foregoing, except for the Securities and Exchange Commission
registration fee, the National Association of Securities Dealers, Inc. fee and
the Nasdaq fee, are estimates.
Item 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal or investigative (other than an
action by or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
such person serving in any such capacity who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor, against expenses actually and reasonably incurred in connection with
the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent
that the Delaware Court of Chancery or such other court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General
II-1
<PAGE>
Corporation Law (relating to unlawful payment of dividends and unlawful stock
purchase and redemption), or (iv) for any transaction from which the director
derived an improper personal benefit.
The Registrant's Restated Certificate of Incorporation, as amended,
provides that the Company's Directors shall not be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liabilities is not
permitted under the Delaware General Corporation Law as in effect at the time
such liability is determined. The Restated Certificate of Incorporation, as
amended, further provides that the Registrant shall indemnify its directors
and officers to the full extent permitted by the law of the State of Delaware.
Item 15. Recent Sales of Unregistered Securities.
On August 28, 2000 we issued 92,088,135 shares of our Series A Preferred
Stock as consideration for the assignment to us by Cabletron of certain assets
and liabilities pursuant to an asset contribution agreement.
On August 30, 2000 we granted to Silver Lake Partners, L.P. and its
affiliates and to an affiliate of Morgan Stanley Dean Witter rights to
purchase shares of our common stock. These rights, as of August 31, 2000, are
to purchase:
. up to 929,022 shares of common stock at an exercise price of $8.40 per
share;
. up to an additional 1,858,043 shares of common stock at an exercise
price of $8.40 per share;
. up to an additional 1,858,043 shares of common stock at an exercise
price of $9.87 per share; and
. up to an additional 619,348 shares of common stock at an exercise price
of $12.27 per share.
To the extent that after August 31, 2000 we issue additional stock options
to directors, officers, employees or consultants, the stock purchase rights
provide for an adjustment so that, for the same aggregate exercise price, the
stock purchase rights will be exercisable for a number of shares sufficient to
maintain approximately the same fully-diluted percentage ownership level of
common stock as if such additional stock options had not been issued.
Additionally, if the gross price per share of common stock issued in this
offering multiplied by the number of shares of common stock outstanding
immediately after this offering exceeds $1.62 billion, we are required to
issue to the Silver Lake investors warrants to purchase a number of shares of
our common stock equal to $1.25 million divided by the gross price per share
paid in this offering.
In addition, concurrently with a distribution by Cabletron of our capital
stock to its stockholders, we are required to issue warrants to the Silver
Lake investors to purchase a number of shares equal to the number of shares
that the investors would have received in such distribution if the investors
had exercised the Cabletron warrants they held immediately prior to the record
date related to the distribution.
The issuances described in this Item 15 were deemed to be exempt from
registration under the Securities Act of 1933, as amended, in reliance upon
Section 4(2) thereof as a transaction by an issuer not involving any public
offering.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
The following exhibits are filed with this registration statement.
<TABLE>
<CAPTION>
Exhibit
No. Description
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<C> <S>
1.1* Form of Underwriting Agreement.
2.1* Transformation Agreement dated as of June 3, 2000 among Cabletron,
Aprisma, Enterasys, GNTS and the Registrant.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
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<C> <S>
2.2* Asset Contribution Agreement dated as of June 3, 2000 between
Cabletron and the registrant.
2.3** Tax Sharing Agreement dated as of June 3, 2000 among Cabletron,
Aprisma, Enterasys, GNTS and the Registrant.
2.4** Memorandum of Agreement regarding Aprisma-Riverstone Inter-Company
Operations dated June 3, 2000.
2.5* Memorandum of Agreement regarding Enterasys-Riverstone Inter-Company
Operations dated June 3, 2000.
2.6** Memorandum of Agreement regarding GNTS-Riverstone Inter-Company
Operations dated June 3, 2000.
2.7** Services Agreement between Cabletron and the Registrant dated August
28, 2000.
2.8* Distribution-Related Option Agreement among Cabletron, Aprisma,
Enterasys, GNTS and the Registrant.
3.1* Form of Amended and Restated Certificate of Incorporation of the
Registrant.
3.2* Form of Amended and Restated By-Laws of the Registrant.
3.3** Amended and Restated Certificate of Incorporation of the Registrant.
3.4** By-Laws of the Registrant.
4.1* Form of the Registrant's Common Stock Certificate.
4.2** Amended and Restated Security Purchase Agreement between Cabletron and
Silver Lake, dated August 29, 2000.
4.3** Assignment Agreement among Silver Lake and the Investors named
therein, dated August 29 , 2000.
4.4** Form of Stock Purchase Right.
4.5** Form of Warrant.
4.6** Registration Rights Agreement between the Silver Lake Investors and
the Registrant, dated August 29, 2000.
4.7** Standstill Agreement between Cabletron and Silver Lake Partners dated
August 29, 2000.
5.1* Opinion of Ropes & Gray.
10.1* Riverstone Networks, Inc. 2000 Equity Incentive Plan.
10.2* Riverstone Networks, Inc. Form of Option Grant.
10.3* Agreement Regarding Change-In-Control Severance Benefit Plan for
Romulus Pereira.
10.4* License Agreement from the Registrant to GNTS dated August 28, 2000.
10.5* License Agreement between Aprisma and the Registrant dated August 28,
2000.
10.6* License Agreement between Enterasys and the Registrant dated August
28, 2000.
10.7* License Agreement between Cabletron and the Registrant dated August
28, 2000.
10.8+ Flextronics International Manufacturing Services Contract dated as of
March 1, 2000.
10.8.1 Enterasys-Riverstone FMA Products Agreement dated as of September 29,
2000.
10.9** Promissory Note dated April 12, 2000 of Romulus Pereira.
</TABLE>
II-3
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<TABLE>
<CAPTION>
Exhibit
No. Description
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<C> <S>
10.10** Lease Agreement between WMP II Real Estate Limited Partnership and
Cabletron Systems Sales and Service, Inc., dated January 6, 1999,
together with Tenant Estoppel Certificate dated June 13, 2000.
10.11* Assignment of Lease effective August 28, 2000 between Cabletron
Systems Sales and Service, Inc. and the Registrant.
23.1** Consent of KPMG LLP, Independent Auditors.
23.2* Consent of Counsel (included in Exhibit 5.1).
24.1** Power of Attorney.
27.1** Financial Data Schedule.
</TABLE>
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* To be filed by amendment.
** Previously filed.
+ Confidential treatment requested for portions of this exhibit. An
unredacted version of this exhibit has been filed separately with the
Commission.
(b) Financial Statement Schedules
The following financial statement schedule, together with the Report of
Independent Auditors thereon, is filed as part of this Registration
Statement:
Schedule II--Valuation and Qualifying Accounts
Item 17. Undertakings.
Insofar as indemnification for liabilities arising under the Act 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 Act, the
information which may be omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
or 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 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-4
<PAGE>
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 the City of Santa Clara, State of
California, on October 12, 2000.
Riverstone Networks, Inc.
/s/ Robert Stanton
By: ________________________________
Robert Stanton
Executive Vice President of Finance
and Chief Financial 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> <S> <C>
* President, Chief Executive October 12, 2000
______________________________________ Officer and Director
Romulus Pereira (principal executive
officer)
/s/ Robert Stanton Executive Vice President of October 12, 2000
______________________________________ Finance, and Chief
Robert Stanton Financial Officer
(principal financial and
accounting officer)
* Chairman of the Board October 12, 2000
______________________________________
Piyush Patel
* Director October 12, 2000
______________________________________
Eric Jaeger
*By:
/s/ Robert Stanton
______________________________________
Robert Stanton
Attorney-in-fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
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<C> <S>
1.1* Form of Underwriting Agreement.
2.1* Transformation Agreement dated as of June 3, 2000 among Cabletron,
Aprisma, Enterasys, GNTS and the Registrant.
2.2* Asset Contribution Agreement dated as of June 3, 2000 between
Cabletron and the registrant.
2.3** Tax Sharing Agreement dated as of June 3, 2000 among Cabletron,
Aprisma, Enterasys, GNTS and the Registrant.
2.4** Memorandum of Agreement regarding Aprisma-Riverstone Inter-Company
Operations dated June 3, 2000.
2.5* Memorandum of Agreement regarding Enterasys-Riverstone Inter-Company
Operations dated June 3, 2000.
2.6** Memorandum of Agreement regarding GNTS-Riverstone Inter-Company
Operations dated June 3, 2000.
2.7** Services Agreement between Cabletron and the Registrant dated August
28, 2000.
2.8* Distribution-Related Option Agreement among Cabletron, Aprisma,
Enterasys, GNTS and the Registrant.
3.1* Form of Amended and Restated Certificate of Incorporation of the
Registrant.
3.2* Form of Amended and Restated By-Laws of the Registrant.
3.3** Amended and Restated Certificate of Incorporation of the Registrant.
3.4** By-Laws of the Registrant.
4.1* Form of the Registrant's Common Stock Certificate.
4.2** Amended and Restated Security Purchase Agreement between Cabletron and
Silver Lake, dated August 29, 2000.
4.3** Assignment Agreement among Silver Lake and the Investors named
therein, dated August 29 , 2000.
4.4** Form of Stock Purchase Right.
4.5** Form of Warrant.
4.6** Registration Rights Agreement between the Silver Lake Investors and
the Registrant, dated August 29, 2000.
4.7** Standstill Agreement between Cabletron and Silver Lake Partners dated
August 29, 2000.
5.1* Opinion of Ropes & Gray.
10.1* Riverstone Networks, Inc. 2000 Equity Incentive Plan.
10.2* Riverstone Networks, Inc. Form of Option Grant.
10.3* Agreement Regarding Change-In-Control Severance Benefit Plan for
Romulus Pereira.
10.4* License Agreement from the Registrant to GNTS dated August 28, 2000.
10.5* License Agreement between Aprisma and the Registrant dated August 28,
2000.
10.6* License Agreement between Enterasys and the Registrant dated August
28, 2000.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
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<C> <S>
10.7* License Agreement between Cabletron and the Registrant dated August
28, 2000.
10.8+ Flextronics International Manufacturing Services Contract dated as of
March 1, 2000.
10.8.1 Enterasys-Riverstone FMA Products Agreement dated as of September 29,
2000.
10.9** Promissory Note dated April 12, 2000 of Romulus Pereira.
10.10** Lease Agreement between WMP II Real Estate Limited Partnership and
Cabletron Systems Sales and Service, Inc., dated January 6, 1999,
together with Tenant Estoppel Certificate dated June 13, 2000.
10.11* Assignment of Lease effective August 28, 2000 between Cabletron
Systems Sales and Service, Inc. and the Registrant.
23.1** Consent of KPMG LLP, Independent Auditors.
23.2* Consent of Counsel (included in Exhibit 5.1).
24.1**
Power of Attorney.
27.1** Financial Data Schedule.
</TABLE>
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* To be filed by amendment.
** Previously filed.
+ Confidential treatment requested for portions of this exhibit. An
unredacted version of this exhibit has been filed separately with the
Commission.
