AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 2000
REGISTRATION NO. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
REGISTRATION STATEMENT
ON FORM S-4
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
STARBASE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-0567363
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation Identification No.)
or Organization)
4 HUTTON CENTRE DRIVE, SUITE 800
SANTA ANA, CA 92707-8713
(714) 445-4400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DOUGLAS S. NORMAN
4 HUTTON CENTRE DRIVE, SUITE 800
SANTA ANA, CA 92707-8713
(714) 445-4400
(Name, address, including zip code, telephone number, including area code, of
agent for service)
Copies to:
MARTIN ERIC WEISBERG, ESQ. WILLIAM J. SIMPSON, ESQ.
PARKER CHAPIN LLP PAUL, HASTINGS, JANOFSKY & WALKER LLP
405 LEXINGTON AVENUE 695 TOWN CENTER DRIVE, 17TH FLOOR
NEW YORK, NY 10174 COSTA MESA, CA 92626
(212) 704-6000 (714) 668-6200
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement is declared effective and all
other conditions to the merger of ObjectShare, Inc. ("ObjectShare") with and
into OBJS Acquisition Corp. ("Subsidiary"), a wholly-owned subsidiary of
StarBase Corporation (the "Registrant" or "StarBase") pursuant to the Agreement
and Plan of Merger described in the enclosed proxy statement/prospectus have
been satisfied or waived.
|_| 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.
|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. No. 333-30260
---------------------
|_| 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.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================== ================ ===================== ====================== =================
Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price per aggregate offering registration
securities to be registered registered (1) share price fee
- ------------------------------------ ---------------- --------------------- ---------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 2,124,000 $0.709654 $8,850,000 $2,336.40
==================================== ================ ===================== ====================== =================
</TABLE>
(1) This Registration Statement relates to the common stock, par value $0.01
per share, of the Registrant (the "StarBase Common Stock") previously
registered under Registration Statement No. 333-30260 with respect to the
StarBase Common Stock estimated to be issuable to holders of common stock,
par value $0.001 per share, of ObjectShare Inc. (the "ObjectShare Common
Stock") in connection with the merger. The number of shares to be
registered pursuant to this Registration Statement is based on (i) the
maximum aggregate offering price of $8,850,000 ($0.709654 per share) set
forth in the previously registered Registration Statement (No. 333-30260),
(ii) an assumed minimum average per share value of $5.00 for StarBase
Common Stock, and (iii) 12,470,863, the number of shares of ObjectShare
Common Stock which were issued and outstanding as of April 10, 2000.
(2) 651,535 shares of common stock issuable upon consummation of the merger
were previously registered under Registration Statement No. 333-30260 and
an aggregate registration fee of $1,646.15 was paid in connection
therewith.
-2-
<PAGE>
INCORPORATION BY REFERENCE
OF REGISTRATION STATEMENT ON FORM S-4 FILE NO. 333-30260
StarBase Corporation is incorporating by reference the information
contained in its Registration Statement on Form S-4 File No. 333-30260 in its
entirety, including any amendments, as well as any exhibits relating to it. The
Registration Statement was declared effective by the Securities and Exchange
Commission on March 6, 2000.
-3-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
Number Description of Exhibit
- ------ ----------------------
5.1 (1) Opinion of Parker Chapin LLP
23.1 (1) Consent of PricewaterhouseCoopers LLP
23.2 (1) Consent of Deloitte & Touche LLP
23.3 (1) Consent of Ernst & Young LLP
23.4 Consent of Parker Chapin LLP (included in Exhibit 5.1
hereto)
- -------------------
(1) Filed herewith.
II-1
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Post-Effective Amendment to its Registration Statement (File No.
333-30260) pursuant to Rule 462(b) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Santa Ana, State of
California, on the 11th day of April, 2000.
STARBASE CORPORATION
By: /s/ Douglas S. Norman
------------------------------------
Douglas S. Norman,
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the Registration Statement has been signed
below by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
President, Chief Executive Officer April 11, 2000
* and Chairman of the Board
- ----------------------------------------
William R. Stow III
* Vice President, Administration April 11, 2000
- ---------------------------------------- and Director
Donald R. Farrow
* Director April 11, 2000
- ----------------------------------------
Frank R. Caccamo
* Director April 11, 2000
- ----------------------------------------
Phillip E. Pearce
* Director April 11, 2000
- ----------------------------------------
Daniel P. Ginns
* Director April 11, 2000
- ----------------------------------------
John R. Snedegar
* Director April 11, 2000
- ----------------------------------------
Barry W. Sullivan
/s/ Douglas S. Norman Chief Financial Officer April 11, 2000
- ----------------------------------------
Douglas S. Norman
</TABLE>
* By: /s/ Douglas S. Norman
---------------------
Douglas S. Norman,
Attorney-in-fact
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
EXHIBITS TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
STARBASE CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED
IN ITS CHARTER)
<PAGE>
EXHIBIT INDEX
- -------------
Number Description of Exhibit
- ------ ----------------------
5.1 (1) Opinion of Parker Chapin LLP
23.1 (1) Consent of PricewaterhouseCoopers LLP
23.2 (1) Consent of Deloitte & Touche LLP
23.3 (1) Consent of Ernst & Young LLP
23.4 Consent of Parker Chapin LLP (included in Exhibit 5.1
hereto)
- -------------------
(1) Filed herewith.
April 11, 2000
StarBase Corporation
4 Hutton Centre Drive, Suite 800
Santa Ana, CA 92707-8713
Ladies and Gentlemen:
We have acted as counsel to StarBase Corporation, a Delaware
corporation (the "Company"), in connection with a post-effective amendment (the
"Post-Effective Amendment") to its Registration Statement on Form S-4 (No.
333-30260) filed with the Securities and Exchange Commission (as amended, the
"Registration Statement") pursuant to Rule 462(b) of the Securities Act of 1933,
as amended, covering the registration of up to an additional 1,124,000 shares
(the "Shares") of the Company's common stock, par value $0.01 per share (the
"Common Stock") to be issued pursuant to the Agreement and Plan of Merger, dated
as of November 3, 1999, among the Company, OBJS Acquisition Co. and ObjectShare,
Inc. (the "Merger Agreement"). We previously opined to the issuance and
registration of up to 651,535 shares of the Common Stock in connection with the
Company's filing of the Registration Statement.
In connection with this opinion, we have examined (i) the
Post-Effective Amendment, (ii) the Registration Statement, (iii) the Merger
Agreement and (iv) originals or copies, satisfactory to us, of all such
corporate records and of all such agreements, certificates and other documents
as we have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original documents submitted to us as copies. As to any
facts material to such opinion, we have, to the extent that relevant facts were
not independently established by us, exclusively relied on certificates of
public officials and certificates, oaths and declarations of officers or other
representatives of the Company.
We have assumed that each party to the Merger Agreement other than the
Company has the requisite power and authority to enter into and perform its
obligations under the Merger Agreement, that the Merger Agreement has been duly
authorized, executed and delivered by each such party, and that the Merger
Agreement constitutes a legal, valid and binding obligation of each such party,
enforceable against each of them in accordance with its terms.
Based upon the foregoing, we are of the opinion that, the Shares have
been validly authorized and, when issued as contemplated in the Merger
Agreement, the Registration Statement and the Post-Effective Amendment, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment. This opinion may not be used or relied on by you for
any other purpose, or by any other person, firm, corporation or entity for any
purpose, without the undersigned's prior written consent.
The opinion expressed herein is given as of the effective date of the
Post-Effective Amendment and we undertake no obligations to supplement this
letter if any applicable law changes after such date or if we become aware of
any facts that might change the opinions expressed herein after such date or for
any other reason.
Very truly yours,
/s/ PARKER CHAPIN LLP
PARKER CHAPIN LLP
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-4 of StarBase Corporation of our report dated
June 26, 1998 relating to the financial statements of StarBase Corporation,
which appears in such Registration Statement. We also consent to the reference
to us under the heading "Experts" and "Selected Financial Data" in such
Registration Statement.
/S/PRICEWATERHOUSECOOPERS LLP
Costa Mesa, California
April 11, 2000
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-60260 of StarBase Corporation (including the Rule 462(b) Registration
Statement to register 2,130,950 shares of common stock) of our report dated June
18, 1999 (which report expresses an unqualified opinion and includes an
explanatory paragraph referring to substantial doubt about the ability of
StarBase Corporation to continue as a going concern, as described in Note 2 to
the financial statements), appearing in the Prospectus, which is a part of such
Registration Statement, and to the references to us under the headings
"Experts," "Selected Historical Financial Data," "Comparative Historical and Pro
Forma Per Share Data" and "Selected Unaudited Pro Forma Combined Financial
Information" in such Prospectus.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Costa Mesa, California
April 11, 2000
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective
Amendment of StarBase Corporation of our report dated June 14, 1999, with
respect to the consolidated financial statements of ObjectShare, Inc. included
in Amendment No. 1 to the Registration Statement (Form S-4 No. 333-30260), and
related Proxy Statement/Prospectus of StarBase Corporation, for the registration
of common stock.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Orange County, California
April 10, 2000
