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As filed with the Securities and Exchange Commission on June 19, 1996
Registration No. 33-80203
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DIGITAL GENERATION SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
CALIFORNIA 7319 94-3140772
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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875 BATTERY STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 276-6600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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HENRY W. DONALDSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DIGITAL GENERATION SYSTEMS, INC.
875 BATTERY STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 276-6600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
JOHN B. GOODRICH, ESQ. EDWARD M. LEONARD, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI BROBECK PHLEGER & HARRISON
PROFESSIONAL CORPORATION TWO EMBARCADERO PLACE
650 PAGE MILL ROAD 2200 GENG ROAD
PALO ALTO, CALIFORNIA 94304-1050 PALO ALTO, CALIFORNIA 94303
(415) 493-9300 (415) 424-0160
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DATE OF COMMENCEMENT OF SALE TO THE PUBLIC:
FEBRUARY 6, 1996
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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, please 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, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If the only securities being delivered pursuant to this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
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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SUPPLEMENTAL NOTE
Of the 3,450,000 shares of Common Stock of the Company registered on
this registration statement, the Company sold 3,000,000 such shares to the
Underwriters on February 9, 1996, and granted the Underwriters an option to
purchase up to 450,000 such shares solely for the purpose of covering
overallotments, in each case pursuant to the Underwriting Agreement and all as
further described under the caption "Underwriters" in the Prospectus forming a
part of this registration statement. This overallotment option has expired
unexercised. Accordingly, the Company hereby deregisters the unsold 450,000
shares of Common Stock that were subject to such option, but does not otherwise
amend this registration statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on June 19,
1996.
DIGITAL GENERATION SYSTEMS, INC.
By: THOMAS P. SHANAHAN /S/
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Thomas P. Shanahan
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
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SIGNATURES TITLE DATE
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HENRY W. DONALDSON* President, Chief Executive Officer and Director June 19, 1996
- ------------------------------------------ (Principal Executive Officer)
(Henry W. Donaldson)
THOMAS P. SHANAHAN /S/ Executive Vice President of Finance, Chief June 19, 1996
- ------------------------------------------ Financial Officer (Principal Financial
(Thomas P. Shanahan) Accounting Officer)
KEVIN R. COMPTON* Director June 19, 1996
- ------------------------------------------
(Kevin R. Compton)
RONALD J. DENMAN* Director June 19, 1996
- ------------------------------------------
(Ronald J. Denman)
JEFFREY M. DRAZAN* Director June 19, 1996
- ------------------------------------------
(Jeffrey M. Drazan)
RICHARD H. HARRIS* Director June 19, 1996
- ------------------------------------------
(Richard H. Harris)
LEONARD S. MATTHEWS* Director June 19, 1996
- ------------------------------------------
(Leonard S. Matthews)
*By: THOMAS P. SHANAHAN /S/
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(Thomas P. Shanahan, Attorney-in-Fact)
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