<PAGE>
As filed with the Securities and Exchange Commission on January 16, 1998
Registration No. 333-43197
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CONNECT, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 77-0431045
(State of incorporation) (I.R.S. Employer Identification No.)
515 Ellis Street
Mountain View, California 94043
(650) 254-4000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Gordon J. Bridge
President and Chief Executive Officer
CONNECT, Inc.
515 Ellis Street
Mountain View, California 94043
(650) 254-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Donald M. Keller, Jr.
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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 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 Section 8(a), may
determine.
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The purpose of this Amendment No. 1 is solely to file certain exhibits
to the Registration Statement, as set forth below in Item 16.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The Registrant will bear no expenses in connection with any sale or other
distribution by the Selling Stockholders of the shares being registered other
than the expenses of preparation and distribution of this Registration Statement
and the Prospectus included in this Registration Statement. Such expenses are
set forth in the following table. All of the amounts shown are estimates except
the Securities and Exchange Commission ("SEC") registration fee.
<TABLE>
<S> <C>
SEC registration fee $ 3,900
Legal fees and expenses 20,000
Accounting fees and expenses 8,000
Miscellaneous expenses 3,100
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Total $35,000
=======
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law allows for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). The Registrant's
Certificate of Incorporation and Bylaws provide for indemnification of the
Registrant's directors, officers, employees and other agents to the extent and
under the circumstances permitted by the Delaware General Corporation Law. The
Registrant has also entered into agreements with its directors and officers that
will require the Registrant, among other things, to indemnify them against
certain liabilities that may arise by reason of their status or service as
directors to the fullest extent not prohibited by law. In addition, the
Registrant carries director and officer liability insurance.
In connection with this offering, the Selling Stockholders have agreed to
indemnify the Registrant, its directors and officers and each such person who
controls the Registrant, against any and all liability arising from inaccurate
information provided to the Registrant by the Selling Stockholders and contained
herein.
Item 16. Exhibits.
Exhibits.
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5.1 Opinion of Venture Law Group, A Professional Corporation
23.1* Consent of Independent Auditors (see page II-5)
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1* Power of Attorney (see page II-4)
--------------------------------
* Previously filed.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
II-1
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(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of this offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement 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.
Insofar as indemnification for liabilities arising under the Securities 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 SEC such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
CONNECT, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Mountain View, State of California, on January 16, 1998.
CONNECT, INC.
By: /s/ JOSEPH G. GIRATA
---------------------------------
Joseph G. Girata
Vice President, Finance and Administration
and Chief Financial Officer
II-3
<PAGE>
SIGNATURES
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
--------- ----- ----
<S> <C> <C>
GORDON J. BRIDGE* President, Chief Executive Officer January 16, 1998
- ------------------------------ and Chairman of the Board of
Gordon J. Bridge Directors
/s/ JOSEPH G. GIRATA Vice President of Finance and January 16, 1998
- ------------------------------ Administration and Chief Financial
Joseph G. Girata Officer (Principal Financial and
Accounting Officer)
PROMOD HAQUE* Director January 16, 1998
- ------------------------------
Promod Haque
RICHARD H. LUSSIER* Director January 16, 1998
- ------------------------------
Richard H. Lussier
RORY T. O'DRISCOLL* Director January 16, 1998
- ------------------------------
Rory T. O'Driscoll
RICHARD W. WEENING* Director January 16, 1998
- ------------------------------
Richard W. Weening
WILLIAM B. WELTY* Director January 16, 1998
- ------------------------------
William B. Welty
</TABLE>
* By: /s/ JOSEPH G. GIRATA
------------------------
(Attorney-in-fact)
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1* Consent of Independent Auditors (see page II-5)
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1* Power of Attorney (see page II-4)
</TABLE>
- ------------------------------
* Previously filed.
<PAGE>
EXHIBIT 5.1
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January 16, 1998
CONNECT, Inc.
515 Ellis Street
Mountain View, CA 94043
REGISTRATION STATEMENT ON FORM S-3
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (the "Registration
------------
Statement") filed by you with the Securities and Exchange Commission (the
- ---------
"Commission") on December 24, 1997 in connection with the registration under the
----------
Securities Act of 1933, as amended, of a total of 12,439,913 shares of your
Common Stock (collectively, the "Shares") issuable (a) upon conversion of
------
convertible notes (the "Notes") issued by the Company on November 18, 1997, in
-----
the aggregate principal amount of $10,320,000, or upon conversion of shares of
Series A Preferred Stock to be issued pursuant to the Exchange (as defined in
the Registration Statement), provided that such shares of Series A Preferred
Stock are issued in accordance with the terms of the Exchange and the Company
obtains approval of the Exchange by its stockholders, and (b) upon exercise of
warrants issued by the Company on November 18, 1997. As your counsel in
connection with this filing, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with
the sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ VENTURE LAW GROUP
