<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NETSCAPE COMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3200270
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
501 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043
(415) 254-1900
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
--------------------------
ROBERTA R. KATZ
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NETSCAPE COMMUNICATIONS CORPORATION
501 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043
(415) 254-1900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
LARRY W. SONSINI, ESQ. GREGORY M. GALLO, ESQ.
JAMES N. STRAWBRIDGE, ESQ. THOMAS W. FURLONG, ESQ.
JON C. GONZALES, ESQ. SCOTT M. STANTON, ESQ.
WILSON SONSINI GOODRICH & ROSATI GRAY CARY WARE & FREIDENRICH
PROFESSIONAL CORPORATION A PROFESSIONAL CORPORATION
650 PAGE MILL ROAD 400 HAMILTON AVENUE
PALO ALTO, CA 94304 PALO ALTO, CA 94301
(415) 493-9300 (415) 328-6561
--------------------------
APPROXIMATE DATE OF COMMENCEMENT 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ __333-15135__
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. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE(3) FEE(2)
<S> <C> <C> <C> <C>
Common Stock, $.0001 par value.................... 690,000 shares $53.875 $37,173,750 $11,265
</TABLE>
(1) Includes 90,000 shares of Common Stock which the Underwriters have the
option to purchase to cover over-allotments, if any.
(2) 5,750,000 shares were registered under Securities Act Registration Statement
No. 333-15135, whereby a filing fee of $90,279 was previously paid with such
earlier registration statement.
(3) Estimated solely for the purpose of computing the amount of the registration
fee based on the average of the high and low prices for the Common Stock as
reported by the Nasdaq National Market on November 11, 1996 in accordance
with Rule 457(c) under the Securities Act of 1933.
--------------------------
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), by Netscape Communications
Corporation (the "Company"). In accordance with Rule 429 under the Securities
Act, this Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-3 (Registration No. 333-15135) which was
declared effective by the Commission on November 8, 1996 relating to the
offering of up to 5,000,000 shares of Common Stock of the Company plus up to
750,000 shares that may be sold pursuant to the Underwriters' over-allotment
option.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on November 13, 1996), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours no later than November 13,
1996.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the 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 Mountain View, State of California, on this 11th day
of November 1996.
NETSCAPE COMMUNICATIONS CORPORATION
By: ________/S/ PETER L.S. CURRIE_______
Peter L.S. Currie,
SENIOR VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James H. Clark, James L. Barksdale, Peter L.S.
Currie and Roberta R. Katz and each of them, jointly and severally, his or her
attorneys-in-fact, each with full power of substitution and resubstitution, for
him or her in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-3 filed pursuant to Rule 462(b) under the
Securities Act of 1933, to sign any further Registration Statement on Form S-3
pursuant to Rule 462(b) or any other rules under the Securities Act of 1933 and
to sign any and all amendments (including post-effective amendments) to any such
Registration Statements, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that such said attorneys-in-fact or his or
her substitute or substitutes, may do or cause to be done by virtue hereof.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------ --------------------------------------- ----------------------
<C> <S> <C>
/S/ JAMES L. BARKSDALE President and Chief Executive Officer
-------------------------------------- and Director November 11, 1996
James L. Barksdale (PRINCIPAL EXECUTIVE OFFICER)
/S/ PETER L.S. CURRIE Senior Vice President and Chief
-------------------------------------- Financial Officer (PRINCIPAL November 11, 1996
Peter L.S. Currie FINANCIAL OFFICER)
/S/ NOREEN G. BERGIN
-------------------------------------- Vice President and Corporate Controller November 11, 1996
Noreen G. Bergin (PRINCIPAL ACCOUNTING OFFICER)
/S/ JAMES H. CLARK
-------------------------------------- Chairman of the Board November 11, 1996
James H. Clark
/S/ MARC L. ANDREESSEN
-------------------------------------- Senior Vice President, Technology and November 11, 1996
Marc L. Andreessen Director
/S/ L. JOHN DOERR
-------------------------------------- Director November 11, 1996
L. John Doerr
/S/ JOHN E. WARNOCK
-------------------------------------- Director November 11, 1996
John E. Warnock
</TABLE>
3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TABLE
- ----------- ----------------------------------------------------------------------------------------------
<S> <C> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page 3).
</TABLE>
4
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
November 11, 1996
Netscape Communications Corporation
501 East Middlefield Road
Mountain View, California 94043
RE: REGISTRATION STATEMENTS ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (Registration No.
333-15135) filed with the Securities and Exchange Commission (the "Commission")
and declared effective on November 8, 1996 (the "Initial Registration
Statement") and the Registration Statement on Form S-3 to be filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, by you with the
Commission on November 12, 1996 (as such may be further amended or supplemented,
collectively with the Initial Registration Statement, the "Registration
Statements"), in connection with the registration under the Securities Act of
1933, as amended, of up to 6,440,000 shares (including an over-allotment option
granted to the Underwriters to purchase 840,000 shares) of your Common Stock,
par value $.0001 per share (the "Shares"). Of the Shares, 3,090,000 shares
(including all shares subject to the above-referenced over-allotment option) are
authorized but heretofore unissued, and 3,350,000 shares are issued and
outstanding and held by the Selling Stockholders referred to in the Registration
Statements. We understand that the Shares are to be sold to the Underwriters for
resale to the public as described in the Registration Statements. As your legal
counsel, we have examined the proceedings taken, and are familiar with the
proceedings proposed to be taken, by you in connection with the issuance and
sale of the Shares.
Based on the foregoing, it is our opinion that, upon completion of the
proceedings being taken or contemplated by us, as your counsel, to be taken
prior to the issuance of the Shares, including the proceedings being taken in
order to permit such transaction to be carried out in accordance with applicable
state securities laws, the Shares, when issued and sold in the manner described
in the Registration Statements and in accordance with the resolutions adopted by
the Board of Directors of the Company, will be legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statements and further consent to the use of our name wherever appearing in the
Registration Statements, including the prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-15135) and related Prospectus of
Netscape Communications Corporation and to the incorporation by reference
therein of our reports (a) dated January 26, 1996 except for Note 12, as to
which the date is March 4, 1996, with respect to the consolidated financial
statements of Netscape Communications Corporation incorporated by reference in
its Annual Report (Form 10-K) for the year ended December 31, 1995 and the
related financial statement schedule included therein, and (b) dated January 26,
1996, except for Note 2, as to which the date is May 28, 1996, with respect to
the supplemental consolidated financial statements and related supplemental
financial statement schedule of Netscape Communications Corporation included in
its Annual Report (Form 10-K/A Amendment No. 2) for the year ended December 31,
1995, both filed with the Securities and Exchange Commission and all of which
are incorporated by reference in this Registration Statement on Form S-3 of
Netscape Communications Corporation.
/s/ ERNST & YOUNG LLP
Palo Alto, California
November 8, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-15135) and related Prospectus of
Netscape Communications Corporation and to the incorporation by reference
therein of our report dated February 16, 1996 with respect to the financial
statements of InSoft, Inc. for the year ended December 31, 1995, included in the
Current Report (Form 8-K/A) of Netscape Communications Corporation filed with
the Securities and Exchange Commission on July 8, 1996, all of which are
incorporated by reference in this Registration Statement on Form S-3 of Netscape
Communications Corporation.
/s/ ERNST & YOUNG LLP
Harrisburg, Pennsylvania
November 8, 1996
