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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTRANET SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
MINNESOTA 41-1652566
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation) Identification Number)
8091 WALLACE ROAD
EDEN PRAIRIE, MINNESOTA 55344
(612) 903-2000
(Address and Telephone Number of Principal Executive Offices)
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ROBERT F. OLSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INTRANET SOLUTIONS, INC.
8091 WALLACE ROAD
EDEN PRAIRIE, MINNESOTA 55344
(612) 903-2000
(Name, Address, and Telephone Number of Agent for Service)
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Copies to:
KRIS SHARPE, ESQ. JONATHAN B. ABRAM, ESQ.
FAEGRE & BENSON LLP DORSEY & WHITNEY LLP
2200 NORWEST CENTER 220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402 MINNEAPOLIS, MINNESOTA 55402
(612) 336-3000 (612) 340-2600
FAX (612) 336-3026 FAX (612) 340-2868
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this Registration Statement.
If the only securities being registered on this form are being 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. [ ]
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] 333-30466
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered per share (1) price (1) fee
======================== ======================== ====================== ===================== =====================
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 345,000 shares $41.625 $14,360,625 $3,791.21
======================== ======================== ====================== ===================== =====================
</TABLE>
(1) Estimated solely for the purpose of the registration fee pursuant to Rule
457(c) based on the average of the high and low sales prices per share of
the Registrant's Common Stock on March 8, 2000 as reported on the Nasdaq
National Market.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
IntraNet Solutions, Inc. is filing this Registration Statement pursuant to
Rule 462(b) under the Securities Act of 1933, as amended. This Registration
Statement relates to the public offering of Common Stock of IntraNet Solutions
contemplated by the Registration Statement on Form S-3 (333-30466) filed by
IntraNet Solutions with the Securities and Exchange Commission on February 15,
2000, as amended by Amendment No. 1 thereto filed on March 7, 2000, which was
declared effective on March 9, 2000 (the "Prior Registration Statement").
IntraNet Solutions is filing this Registration Statement for the sole purpose of
increasing the number of shares of Common Stock offered by 345,000 shares and
increasing the aggregate offering price to the public set forth in such prior
Registration Statement by $14,360,625. The contents of the Prior Registration
Statement are incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant 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 the City of Minneapolis, State of Minnesota, on March 10, 2000.
INTRANET SOLUTIONS, INC.
By /s/ Robert F. Olson
-------------------------------------------
Robert F. Olson
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons,
representing a majority of the Board of Directors, in the capacities indicated
on March 10, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Robert F. Olson Chairman of the Board of
----------------------------------- Directors, President and Chief
Robert F. Olson Executive Officer (Principal
Executive Officer)
/s/ Gregg A. Waldon Chief Financial Officer,
----------------------------------- Treasurer, Secretary and Director
Gregg A. Waldon (Principal Financial and
Accounting Officer)
/s/ Ronald E. Eibensteiner
----------------------------------- Director
Ronald E. Eibensteiner
----------------------------------- Director
Kenneth H. Holec
----------------------------------- Director
Steven C. Waldron
</TABLE>
II-1
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF DOCUMENT METHOD OF FILING
- ------- ----------------------- ----------------
<S> <C> <C>
5 Opinion of Faegre & Benson LLP. Filed Electronically
23.1 Consent of Grant Thornton LLP. Filed Electronically
23.2 Consent of Grant Thornton LLP. Filed Electronically
23.3 Consent of Grant Thornton LLP. Filed Electronically
23.4 Consent of Grant Thornton LLP. Filed Electronically
23.5 Consent of Ernst & Young LLP. Filed Electronically
23.6 Consent of Faegre & Benson LLP (included in Filed Electronically
Exhibit 5).
</TABLE>
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EXHIBIT 5
FAEGRE & BENSON LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
March 10, 2000
IntraNet Solutions, Inc.
8091 Wallace Road
Eden Prairie, Minnesota 55344
Gentlemen:
In connection with the proposed registration under the Securities Act of
1933, as amended, of 345,000 shares of Common Stock, par value $.01 per share,
of IntraNet Solutions, Inc., a Minnesota corporation (the "Company"), we have
examined such corporate records and other documents, including the Registration
Statement on Form S-3, dated the date hereof, relating to such shares (the
"Registration Statement"), and have reviewed such matters of law as we have
deemed necessary for this opinion, and we advise you that in our opinion:
1. The Company is a corporation duly organized and existing under the
laws of the State of Minnesota.
2. All necessary corporate action on the part of the Company has been
taken to authorize the issuance and sale of the shares of Common Stock
being sold by the Company and when issued and sold as contemplated in the
Registration Statement, such shares will be, legally and validly issued and
fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm wherever appearing therein.
Very truly yours,
FAEGRE & BENSON LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 14, 1999 (except for note 1, as
to which the date is September 29, 1999, note 7, as to which the date is July 1,
1999, and note 14, as to which the date is July 8, 1999), accompanying the
consolidated financial statements of IntraNet Solutions, Inc. included in the
Registration Statement and Prospectus on Form S-3 (No. 333-30466) and
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference of the aforementioned report in the Registration
Statement and to the use of our name as it appears under the caption "Experts."
/s/ Grant Thornton LLP
Minneapolis, Minnesota
March 9, 2000
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated September 10, 1999 (except for note K
which is as of September 29, 1999) on the financial statements of InfoAccess,
Inc. (which are not presented herein) for the year ended December 31, 1997,
included in the Registration Statement and Prospectus on Form S-3 (No.
333-30466) of IntraNet Solutions, Inc., and incorporated by reference in this
Registration Statement. We hereby consent to the incorporation by reference of
the aforementioned report in this Registration Statement and to the use of our
name as it appears under the caption "Experts."
/s/ Grant Thornton LLP
Minneapolis, Minnesota
March 9, 2000
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EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 14, 1999, accompanying the
consolidated financial statements of Intranet Solutions, Inc. appearing in the
Annual Report of the Company on Form 10-K for the year ended March 31, 1999,
which is incorporated by reference in this Registration Statement. We consent
to the incorporation by reference in the Registration Statement of the
aforementioned report and to the use of our name as it appears under the caption
"Experts."
/s/ Grant Thornton LLP
Minneapolis, Minnesota
March 9, 2000
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Exhibit 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated September 10, 1999 (except for note K which
is as of September 29, 1999), accompanying the consolidated financial statements
of InfoAcess, Inc. appearing in the Current Report of the Company on Form 8-K,
as amended, dated September 29, 1999, which is incorporated by reference in this
Registration Statement. We consent to the incorporation by reference in the
Registration Statement of the aforementioned report and to the use of our name
as it appears under the caption "Experts."
/s/ Grant Thornton LLP
Minneapolis, Minnesota
March 9, 2000
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EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-3) of IntraNet Solutions, Inc. pertaining to the registration of
345,000 shares of its common stock, of our report dated June 30, 1997, except
for Note 9, as to which the date is April 28, 1999 and for Note 1, as to which
the date is February 10, 2000, included in the Registration Statement (Form S-3
No. 333-30466) and related Prospectus of IntraNet Solutions, Inc. filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
March 9, 2000
