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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TALARIAN CORPORATION
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7372 33-0323810
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) identification no.)
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333 DISTEL CIRCLE
LOS ALTOS, CALIFORNIA 94022
(650) 965-8050
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
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PAUL A. LARSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TALARIAN CORPORATION
333 DISTEL CIRCLE
LOS ALTOS, CALIFORNIA 94022
(650) 965-8050
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
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LAIRD H. SIMONS III, ESQ. MICHAEL D. NATHAN, ESQ. MICHAEL A. MORGAN
BARRY J. KRAMER, ESQ. SIMPSON THACHER & BARTLETT CHIEF FINANCIAL OFFICER
DOROTHY L. HINES, ESQ. 425 LEXINGTON AVENUE TALARIAN CORPORATION
JOSHUA N. SUN, ESQ. NEW YORK, NEW YORK 10017-3954 333 DISTEL CIRCLE
JOHN M. SHIELDS, ESQ. (212) 455-2000 LOS ALTOS, CALIFORNIA
FENWICK & WEST LLP 94022
TWO PALO ALTO SQUARE (650) 965-8050
PALO ALTO, CALIFORNIA 94306
(650) 494-0600
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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 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, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-34694
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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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE(2)
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Common Stock, $0.001 par value per share.................... $8,280,000 $2,185.92
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(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(o) under the Securities Act of 1933.
(2) The Registrant registered $69,000,000 of Common Stock, $0.001 par value per
share under Registration Statement No. 333-34694 and in connection therewith
paid a filing fee of $18,216. The Registrant certifies that it has
instructed a bank to transmit from the Registrant's account a wire transfer
to the Securities and Exchange Commission of the requisite fee, the
Registrant will not revoke such instructions and it has sufficient funds in
its account to cover the amount of the registration fee.
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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 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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EXPLANATORY NOTE
This Registration Statement is being filed with the Securities and
Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as
amended. This Registration Statement relates to the public offering of Common
Stock, $0.001 par value per share, of Talarian Corporation contemplated by a
Registration Statement on Form S-1 (File No. 333-34694), as amended (the "Prior
Registration Statement"), which was declared effective by the Securities and
Exchange Commission on July 20, 2000 at 3:00 p.m. EDT, and is filed in order to
increase the aggregate offering price from the $69,000,000 registered under the
Prior Registration Statement to $77,280,000.
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In accordance with General Instruction V to Form S-1 and Rule 462(b)
promulgated under the Securities Act of 1933, as amended, this Registration
Statement incorporates by reference the contents of Registration Statement No.
333-34694, including all exhibits thereto, filed with the Securities and
Exchange Commission on April 13, 2000, as amended through July 19, 2000, and
including the Rule 430A information thereto to be filed this evening pursuant to
Rule 424(b).
Exhibits:
The following exhibits are filed herewith:
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EXHIBIT
NUMBER EXHIBIT TITLE
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5.01 -- Opinion of Fenwick & West LLP regarding legality of the securities being
registered.
23.01 -- Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 -- Consent of KPMG LLP, independent accountants (Talarian).
23.03 -- Consent of KPMG LLP, independent accountants (GlobalCast).
23.04 -- Consent of KPMG LLP, independent accountants (WhiteBarn).
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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 Los Altos,
State of California, on the 20th day of July, 2000.
TALARIAN CORPORATION
By: /s/ MICHAEL A. MORGAN
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Michael A. Morgan
Vice President, Finance and
Administration 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 date indicated.
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SIGNATURE TITLE DATE
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/s/ PAUL A. LARSON* President, Chief Executive July 20, 2000
---------------------------------------- Officer and Director
Paul A. Larson
/s/ MICHAEL A. MORGAN Vice President, Finance and July 20, 2000
---------------------------------------- Administration
Michael A. Morgan and Chief Financial Officer
/s/ THOMAS J. LAFFEY* Vice President, Chief Technology July 20, 2000
---------------------------------------- Officer,
Thomas J. Laffey Secretary and Director
/s/ PAUL D. CALLAHAN* Director July 20, 2000
----------------------------------------
Paul D. Callahan
/s/ DAVID I. CAPLAN* Director July 20, 2000
----------------------------------------
David I. Caplan
/s/ DAVID E. GOLD* Director July 20, 2000
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David E. Gold
/s/ BRIAN T. HOREY* Director July 20, 2000
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Brian T. Horey
/s/ RICHARD A. NORTZ* Director July 20, 2000
----------------------------------------
Richard A. Nortz
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*By: /s/ MICHAEL A. MORGAN
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Michael A. Morgan
Attorney-In-Fact(1)
(1) The Power of Attorney pursuant to which Mr. Morgan has signed this
Registration Statement is contained in the Prior Registration Statement.
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EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT TITLE NUMBERED PAGE
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5.01 -- Opinion of Fenwick & West LLP regarding legality of the securities
being registered...................................................... 6
23.01 -- Consent of Fenwick & West LLP (included in Exhibit 5.01)............... 6
23.02 -- Consent of KPMG LLP, independent accountants (Talarian)................ 9
23.03 -- Consent of KPMG LLP, independent accountants (GlobalCast).............. 10
23.04 -- Consent of KPMG LLP, independent accountants (WhiteBarn)............... 11
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