As filed with the Securities and Exchange Commission on January 18, 2002
Registration No. 333-76640
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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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INTERVIDEO, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 7372 94-3300070
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Classification Identification Number)
Incorporation or Code Number)
Organization)
47350 Fremont Boulevard
Fremont, California 94538
(510) 651-0888
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Steve Ro
Chief Executive Officer
InterVideo, Inc.
47350 Fremont Boulevard
Fremont, California 94538
(510) 651-0888
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Matthew W. Sonsini, Esq. Timothy R. Curry, Esq.
Craig D. Norris, Esq. Evan B. Sloves, Esq.
Christine S. Wong, Esq. Christine DeSanze, Esq.
Ritu K. Tariyal, Esq. Brent D. Johnson, Esq.
Barbara A. Wiseman, Esq. Brobeck, Phleger & Harrison LLP
Wilson Sonsini Goodrich & Rosati, P.C. Two Embarcadero Place
650 Page Mill Road 2200 Geng Road
Palo Alto, CA 94304 Palo Alto, CA 94303
(650) 493-9300 (650) 424-0160
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.

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, please 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, 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, 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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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 that specifically states that this registration statement
shall then 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 Securities and Exchange Commission, acting pursuant to
Section 8(a), may determine.
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EXPLANATORY NOTE

The purpose of this Amendment No. 1 is solely to file exhibits to the
Registration Statement as set forth below as in Item 16 of Part II.
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Part II
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INFORMATION NOT REQUIRED IN PROSPECTUS

Unless otherwise defined, all capitalized terms contained in this Part II shall
have the meanings ascribed to them in the prospectus which forms a part of this
registration statement. InterVideo is sometimes referred to in this Part II as
the "registrant."

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than underwriting
discounts and commissions, payable by the registrant in connection with the
sale of common stock being registered. All amounts are estimates except the SEC
registration fee, the NASD filing fee and the Nasdaq National Market listing
fee.

Securities and Exchange Commission registration fees....... $12,369
NASD filing fee............................................ 5,675
Printing and engraving expenses............................
Legal fees and costs.......................................
Accounting fees and costs..................................
Nasdaq National Market listing fees........................
Transfer agent and registrar fees and expenses.............
Miscellaneous expenses.....................................
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Total................................................... $
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Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Article IX of the registrant's
Amended and Restated Certificate of Incorporation (Exhibit 3.2 hereto) and
Article IX of the registrant's Amended and Restated Bylaws (Exhibit 3.4 hereto)
provide for indemnification of the registrant's directors, officers, employees
and other agents to the extent and under the circumstances permitted by the
Delaware General Corporation Law. The registrant intends to enter into
agreements with its directors and officers that will require the registrant,
among other things, to indemnify them against certain liabilities that may
arise by reason of their status or service as director or officers to the
fullest extent not prohibited by law. The underwriting Agreement (Exhibit 1.1)
provides for indemnification by the underwriters of the registrant, its
directors and officers, and by the registrant of the underwriters, for certain
liabilities, including liabilities arising under the Act and affords certain
rights of contribution with respect thereto.

Item 15. Recent Sales of Unregistered Securities.

Since December 31, 1998, we have sold and issued the following unregistered
securities:

(1) From March 1999 to December 2001, we have granted stock options to purchase
an aggregate of 9,043,400 shares of common stock at exercise prices ranging
from $0.05 to $2.20 per share to employees, consultants, directors and other
service providers pursuant to our 1998 Plan and pursuant to options granted
outside of the 1998 Plan, which options total 218,750 shares. The options
issued outside of the 1998 Plan were issued at exercise prices ranging from
$0.05 to $0.25 per share to consultants to us.

(2) From May to August 1999, we sold an aggregate of 2,000,000 shares of Series
C preferred stock to 39 outside investors at a price of $2.00 per share for an
aggregate purchase price of $4,000,000.

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II-1

Part II
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(3) From April 2000 to May 2000, we sold an aggregate of 4,188,750 shares of
Series D preferred stock to 70 outside investors at a price of $4.00 per share
for an aggregate purchase price of $16,655,000. All shares of the preferred
stock are convertible into shares of common stock at the rate of one share of
common stock for each share of preferred stock outstanding.

The sales and issuances of securities described in paragraph (1) above were
exempt from registration under Section 4(2) of the Securities Act by virtue of
Rule 701 promulgated thereunder in that they were offered and sold either
pursuant to a written compensatory benefit plan or pursuant to a written
contract relating to compensation, as provided by Rule 701. The sale and
issuance of securities described in paragraphs (2) and (3) above were exempt
from registration under the Securities Act by virtue of Section 4(2) of the
Securities Act, Regulation D and Regulation S promulgated thereunder.

Item 16. Exhibits and Financial Statements Schedules.

(a) Exhibits

Exhibit
Number Description
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1.1* Form of Underwriting Agreement.
3.1* Amended and Restated Certificate of Incorporation, to be effective upon the reincorporation.
3.2* Amended and Restated Certificate of Incorporation, to be effective upon consummation of this offering.
3.3* Bylaws, to be effective upon the reincorporation.
3.4* Amended and Restated Bylaws, to be effective upon consummation of this offering.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati.
10.1** Registrant's 1998 Stock Option Plan and form of option agreement.
10.2* Registrant's 2002 Stock Plan and form of option agreement.
10.3* Registrant's 2002 Employee Stock Purchase Plan and form of subscription agreement.
10.4* Form of Directors and Officers' Indemnification Agreement.
10.5** Investor Rights Agreement, dated July 2, 1999, as amended, by and among the Registrant and the parties
who are signatories thereto.
10.6+ Digital Audio System License Agreement between the Registrant and Dolby Laboratories Licensing
Corporation dated March 4, 1999.
10.7+ CSS License Agreement between the Registrant and DVD Copy Control Association dated December 22,
2000.
10.8** Lease Agreement between the registrant and ProLogis Limited Partnership-1, dated December 7, 2000.
10.9** Employment offer letter with Randy Bambrough.
10.10** Form of Nonstatutory Stock Option Agreement for grants to Joe Liu and George Haber.
10.11** Nonstatutory Stock Option Agreement for Henry Shaw.
10.12* Form of Promissory Notes issued by George Haber, Joe Liu and Randall Bambrough.
10.13* Common Stock Purchase Agreement with Honda Shing, dated May 15, 1998.
21.1** Subsidiaries of the registrant.
23.1** Consent of Arthur Andersen.
23.2** Consent of TN Soong & Co.
23.3* Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1).
24.1** Power of Attorney. Reference is made to Page II-4.

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* To be filed by amendment.
**Previously filed.
+ Confidential treatment to be requested for a portion of this agreement.

(b) Financial Statement Schedules.

Schedules other than those referred to above have been omitted because they are
not applicable or not required or because the information is included elsewhere
in the Financial Statements or the notes thereto.

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II-2

Part II
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Item 17. Undertakings.

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.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
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.

The undersigned hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933,
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 purpose of determining any liability under the Securities Act of
1933, 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.

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II-3

Part II
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Signatures

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fremont,
State of California, on January 18, 2002.

INTERVIDEO, INC.

By: /S/ RANDALL BAMBROUGH
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Randall Bambrough, Chief Financial
Officer

Power of Attorney

Pursuant to the requirements of the Securities Act of 1933, this Amendment No.
1 to Registration Statement has been signed by the following persons on January
18, 2002 in the capacities indicated.

Signature Title
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* President, Chief Executive Officer and Director
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Steve Ro

/s/ RANDALL BAMBROUGH Chief Financial Officer (Principal Financial and
- ------------------------------- Accounting Officer)
Randall Bambrough

* Director
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Henry Shaw

* Director
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Eli Sternheim

* Director
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George Haber

* Director
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Joseph Liu

*By: /S/ RANDALL BAMBROUGH
____________________________
Randall Bambrough
ATTORNEY-IN-FACT

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II-4

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Exhibit index

Exhibit
Number Description
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* To be filed by amendment.
** Previously filed.
+ Confidential treatment to be requested for a portion of this agreement.

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