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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2000
REGISTRATION NO. 333-33666
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HANDSPRING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3571 77-0490705
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
189 BERNARDO AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(650) 230-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
BERNARD WHITNEY
CHIEF FINANCIAL OFFICER
189 BERNARDO AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(650) 230-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
DENNIS R. DEBROECK, ESQ. WILLIAM M. KELLY, ESQ.
ROBERT A. FREEDMAN, ESQ. DAVIS POLK & WARDWELL
AUSTIN CHOI, ESQ. 1600 EL CAMINO REAL
BENJAMIN HADARY, ESQ. MENLO PARK, CALIFORNIA
FENWICK & WEST LLP (650) 752-2000
TWO PALO ALTO SQUARE
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 of 1933, 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(c)
under the Securities Act of 1933, 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 of 1933, 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 CLASS PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE(2)
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Common stock, $0.001 par value per share.................. $300,000,000 $79,200
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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) Previously paid.
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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
The purpose of this Amendment No.1 is solely to file an exhibit to the
Registration Statement as shown in Item 16(a) of Part II below.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than the
underwriting discounts and commissions. All amounts shown are estimates, except
the Securities and Exchange Commission Registration Fee and the National
Association of Securities Dealers, Inc. Filing Fee.
Securities and Exchange Commission Registration Fee......... $79,200
National Association of Securities Dealers Filing Fee....... 30,500
Nasdaq National Market Listing Fee..........................
Blue Sky Fees and Expenses.................................. 5,000
Transfer Agent and Registrar Fees...........................
Accounting Fees and Expenses................................
Legal Fees and Expenses.....................................
Printing Expenses.........................................
Miscellaneous.............................................
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Total............................................. $
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation authorizes a court to
award, or the board of directors of a corporation to grant, indemnity to
directors and officers in terms sufficiently broad to permit indemnification
under certain circumstances for liabilities, including reimbursement for
expenses incurred, arising under the Securities Act of 1933.
As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation provides that its directors shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that the exculpation from liabilities
is not permitted under the Delaware General Corporation Law as in effect at the
time such liability is determined. As permitted by the Delaware General
Corporation Law, the Bylaws of the Registrant provide that the Registrant shall
indemnify its directors to the full extent permitted by the laws of the State of
Delaware.
The Registrant has also entered into indemnification agreements with its
directors and officers obligating the Registrant to indemnify such directors and
officers against losses incurred in connection with certain claims in their
capacities as agents of the Registrant. The Underwriting Agreement provides for
the indemnification of officers and directors of the Registrant by the
Underwriters against certain liabilities.
The Registrant is in the process of obtaining directors and officers
liability insurance.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Since our inception in July 1998 to the effective date of this Registration
Statement, we have issued and sold the following unregistered securities, all of
which reflect the two-for-one stock split effected in October 1998 and the
three-for-one stock split effected in March 2000:
1. On August 20, 1998, we issued and sold 27,300,000 shares of common
stock to Jeffrey C. Hawkins for a purchase price of $45,500 in cash.
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2. On August 21, 1998, we issued and sold 14,700,000 shares of common
stock to Donna L. Dubinsky for a purchase price of $24,500 in cash.
3. On October 22, 1998, we issued and sold 8,076,924 shares of Series
A preferred stock, which are convertible into 24,230,772 shares of common
stock, to four venture capital funds for a total purchase price of
$18,011,541 in cash.
4. On May 25, 1999, we issued and sold 60,000 shares of common stock
to Pimlico Software, Inc. in consideration of consulting services rendered.
5. On June 10, 1999, we granted Comdisco, Inc. a right to purchase
198,965 shares of Series A preferred stock at a price of $7.539 per share,
under a Subordinated Loan and Security Agreement dated June 10, 1999. These
shares of Series A preferred stock are convertible into 596,895 shares of
common stock.
6. On July 7, 1999, we issued and sold 928,506 shares of Series B
preferred stock, which are convertible into 2,785,518 shares of common
stock, to four venture capital funds and one corporate investor for a total
purchase price of $10,000,010 in cash.
7. On November 23, 1999, we issued and sold 7,500 shares of common
stock to a consultant in consideration for consulting services rendered in
connection with establishing our customer support call center.
8. On November 24, 1999, we issued and sold 7,500 shares of common
stock to a consultant in consideration for consulting services rendered in
connection with establishing our customer support call center.
9. As of March 30, 2000, we had issued 6,001,386 shares of common
stock to employees upon exercise of options under our 1998 Equity Incentive
Plan, with exercise prices ranging from $0.077 to $1.333 per share. As of
March 30, 2000, there were 10,534,238 shares of common stock issuable upon
exercise of outstanding options under our 1998 Equity Incentive Plan, with
exercise prices ranging from $0.077 to $20.00 per share.
10. As of March 30, 2000, we had issued 1,146,249 shares of common
stock to employees upon exercise of options under our 1999 Executive Equity
Incentive Plan, with exercise prices ranging from $0.667 to $1.333 per
share. As of March 30, 2000, there were 3,255,762 shares of common stock
issuable upon exercise of outstanding options under our 1999 Executive
Equity Incentive Plan, with exercise prices ranging from $0.333 to $20.00
per share.
All of the 8,076,924 outstanding shares of Series A preferred stock and all
of the 928,506 outstanding shares of Series B preferred stock will automatically
convert on a three-for-one basis into shares of common stock upon the
consummation of this offering.
The sales and issuances of securities listed above, other than the sales
and issuances in Item 9, were deemed to be exempt from registration under
Section 4(2) of the Securities Act or Regulation D thereunder as transactions
not involving a public offering. The sales and issuances of securities listed
above in Item 9 were deemed to be exempt from registration under the Securities
Act by virtue of Rule 701 promulgated under Section 3(b) of the Securities Act
of 1933 as transactions pursuant to compensation benefit plans and contracts
relating to compensation. All of the foregoing securities are deemed restricted
securities for purposes of the Securities Act.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed herewith:
EXHIBIT
NUMBER EXHIBIT TITLE
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1.1 Form of Underwriting Agreement*
3.1 Certificate of Incorporation as filed March 27, 2000
3.2 Form of First Amended and Restated Certificate of
Incorporation to be effective before closing of the offering
3.3 Form of Second Amended and Restated Certificate of
Incorporation to be effective upon the closing of the
offering
3.4 Bylaws
3.5 Form of Restated Bylaws to be effective upon the closing of
the offering
4.1 Specimen Common Stock Certificate*
4.2 Amended and Restated Investors' Rights Agreement dated July
7, 1999
5.1 Opinion of Fenwick & West LLP*
10.1 Form of Indemnity Agreement entered into between the
Registrant and all executive officers and directors
10.2 1998 Equity Incentive Plan
10.3 1999 Executive Equity Incentive Plan
10.4 Form of 2000 Equity Incentive Plan
10.5 Form of 2000 Employee Stock Purchase Plan
10.6 Single Tenant Absolute Net Lease between Registrant and
Chan-Paul Partnership dated June 22, 1999
10.7 Software License Agreement between Palm Computing, Inc. and
Registrant dated September 24, 1998, as amended+**
10.8 Subordinated Loan and Security Agreement between Registrant
and Comdisco, Inc. dated June 10, 1999
10.9 International Manufacturing Contract between Registrant and
Flextronics (Malaysia) SDN.BHD dated June 29, 1999+
10.10 Founder's Restricted Stock Purchase Agreement between
Registrant and Donna Dubinsky dated August 21, 1998
10.11 Founder's Restricted Stock Purchase Agreement between
Registrant and Jeff Hawkins dated August 20, 1998
10.12 Offer Letter of Employment between Registrant and Bernard
Whitney dated May 31, 1999
10.13 Stock Option Agreement between Registrant and Edward
Colligan dated October 12, 1998
21.1 List of Subsidiaries of Registrant
23.1 Consent of Fenwick & West LLP (See Exhibit 5.1)*
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (see page II-5 of this Registration
Statement as filed on March 31, 2000)
27.1 Financial Data Schedule
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* To be filed by amendment
** Filed herewith.
+ Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such
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portions are omitted from this filing and filed separately with the
Securities and Exchange Commission.
(b) The following financial statement schedule is filed herewith:
Schedule II -- Valuation and Qualifying Accounts
Report of Independent Accountants on Schedule
Other financial statement schedules are omitted because the information
called for is not required or is shown either in the financial statements or the
notes thereto.
ITEM 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under "Item 14 --
Indemnification of Directors and Officers" above, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(b) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Mountain
View, State of California, on the 21st day of April, 2000.
HANDSPRING, INC.
By: /s/ BERNARD J. WHITNEY
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Bernard J. Whitney
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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PRINCIPAL EXECUTIVE OFFICER:
/s/ DONNA L. DUBINSKY* President, Chief April 21, 2000
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Donna L. Dubinsky Director
PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING
OFFICER:
/s/ BERNARD J. WHITNEY Chief Financial Officer April 21, 2000
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Bernard J. Whitney
ADDITIONAL DIRECTORS:
/s/ JEFFREY C. HAWKINS* Director April 21, 2000
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Jeffrey C. Hawkins
/s/ L. JOHN DOERR* Director April 21, 2000
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L. John Doerr
/s/ BRUCE W. DUNLEVIE* Director April 21, 2000
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Bruce W. Dunlevie
Director April , 2000
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Kim B. Clark
Director April , 2000
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Mitchell Kertzman
*By: /s/ BERNARD J. WHITNEY
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Bernard J. Whitney
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
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1.1 Form of Underwriting Agreement*
3.1 Certificate of Incorporation as filed March 27, 2000
3.2 Form of First Amended and Restated Certificate of
Incorporation to be effective before closing of the offering
3.3 Form of Second Amended and Restated Certificate of
Incorporation to be effective upon the closing of the
offering
3.4 Bylaws
3.5 Form of Restated Bylaws to be effective upon the closing of
the offering
4.1 Specimen Common Stock Certificate*
4.2 Amended and Restated Investors' Rights Agreement dated July
7, 1999
5.1 Opinion of Fenwick & West LLP*
10.1 Form of Indemnity Agreement entered into between the
Registrant and all executive officers and directors
10.2 1998 Equity Incentive Plan
10.3 1999 Executive Equity Incentive Plan
10.4 Form of 2000 Equity Incentive Plan
10.5 Form of 2000 Employee Stock Purchase Plan
10.6 Single Tenant Absolute Net Lease between Registrant and
Chan-Paul Partnership dated June 22, 1999
10.7 Software License Agreement between Palm Computing, Inc. and
Registrant dated September 24, 1998, as amended+**
10.8 Subordinated Loan and Security Agreement between Registrant
and Comdisco, Inc. dated June 10, 1999
10.9 International Manufacturing Contract between Registrant and
Flextronics (Malaysia) SDN.BHD dated June 29, 1999+
10.10 Founder's Restricted Stock Purchase Agreement between
Registrant and Donna Dubinsky dated August 21, 1998
10.11 Founder's Restricted Stock Purchase Agreement between
Registrant and Jeff Hawkins dated August 20, 1998
10.12 Offer Letter of Employment between Registrant and Bernard
Whitney dated May 31, 1999
10.13 Stock Option Agreement between Registrant and Edward
Colligan dated October 12, 1998
21.1 List of Subsidiaries of Registrant
23.1 Consent of Fenwick & West LLP (See Exhibit 5.1)*
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (see page II-5 of this Registration
Statement as filed on March 31, 2000)
27.1 Financial Data Schedule
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* To be filed by amendment
** Filed herewith
+ Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this
filing and filed separately with the Securities and Exchange Commission.