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As filed with the Securities and Exchange Commission on December 9, 1998
Registration No. 333-47055
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 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
CHAIRMAN OF THE BOARD
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. [_]
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The purpose of this Post-Effective Amendment No. 2 to the Registration
Statement on Form S-3 (the "Registration Statement") of CONNECT, Inc., is
solely to file the form of prospectus supplement contained herein.
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PROSPECTUS SUPPLEMENT
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(To Prospectus dated April 7, 1998)
8,096,911 SHARES
(AS ADJUSTED TO REFLECT A ONE-FOR-FIVE REVERSE
STOCK SPLIT EFFECTED ON FEBRUARY 26, 1998)
CONNECT, INC.
COMMON STOCK
_____________________________
The information contained herein supplements and updates information
contained in the Prospectus dated April 7, 1998 (the "Prospectus") relating to
the exchange (the "Exchange") of an aggregate of 4,905,209 shares of Series A
Preferred Stock for 8,096,911 shares of Common Stock of CONNECT, Inc. (the
"Company").
In addition, effective as of the close of business on February 26,
1998, the Company effected a one-for-five reverse split of its Common Stock.
The information contained herein should be considered in conjunction with, and
is qualified in its entirety by, the information contained in the Prospectus,
which provides a more complete description of the Exchange, the Company and
other considerations.
No dealer, salesman, or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus Supplement and the Prospectus in connection with the offer made by
this Prospectus Supplement and the Prospectus and, if given or made, such
information or representations must not be relied upon as having been
authorized by CONNECT, Inc. Neither the delivery of this Prospectus Supplement
or the Prospectus nor any sale made hereunder shall under any circumstances
create any implication that there has been no change in the affairs of
CONNECT, Inc. since the date hereof. This Prospectus Supplement and the
Prospectus do not constitute an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation.
_____________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_____________________________
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS DECEMBER 9, 1998
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This Prospectus Supplement (the "Prospectus Supplement") supplements
the Prospectus dated April 7, 1998 (the "Prospectus") of CONNECT, Inc. (the
"Company") relating to the public offering (which is not being underwritten)
and sale of up to 8,096,911 shares of Common Stock (the "Shares"), of the
Company, which may be offered and sold from time to time by certain
stockholders of the Company or by pledgees, donees, transferees or other
successors in interest of such stockholders that receive such shares as a
gift, partnership distribution or other non-sale related transfer (the
"Selling Stockholders").
Norwest Equity Partners V, a Selling Stockholder ("Norwest"), has
informed the Company that it may make a partnership distribution of certain
shares of the Company's Common Stock held by Norwest. As a result of such
distribution, Norwest Limited, Inc. may receive up to an aggregate of
1,097,972 shares of Common Stock, representing approximately 8.5% of the total
outstanding shares of Common Stock of the Company (based on 12,893,843 shares
outstanding as of November 11, 1998). In addition, certain other partners of
Norwest may receive shares of Common Stock representing, in the aggregate,
less than 1% of the total outstanding shares of Common Stock. As a result,
Norwest Limited, Inc. and such other distributees would become Selling
Stockholders under the Prospectus.
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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.
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<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
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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.
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<CAPTION>
Exhibits.
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<S> <C>
5.1+ Opinion of Venture Law Group, A Professional Corporation
23.1+ Consent of Independent Auditors (see page II-4)
23.2+ Consent of Counsel (included in Exhibit 5.1)
24.1+ Power of Attorney
________________________________
+ Previously filed.
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Item 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(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
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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.
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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
Amendment Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Mountain View, State of California, on December 9,
1998.
CONNECT, INC.
By: /s/ GREIGORY O. PARK
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Greigory O. Park
Vice President, Finance and Administration
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ GORDON J. BRIDGE Chairman of the Board of Directors December 9, 1998
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Gordon J. Bridge
/s/ GREIGORY O. PARK Vice President of Finance and December 9, 1998
- -------------------------------- Administration and Chief Financial
Greigory O. Park Officer (Principal Financial and
Accounting Officer)
/s/ PROMOD HAQUE Director December 9, 1998
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Promod Haque
/s/ RICHARD H. LUSSIER Director December 9, 1998
- --------------------------------
Richard H. Lussier
/s/ RORY T. O'DRISCOLL Director December 9, 1998
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Rory T. O'Driscoll
/s/ CRAIG D. NORRIS President, Chief Executive Officer December 9, 1998
- -------------------------------- and Director
Craig D. Norris
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