-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GBSbJ9BiWduH8abckSjaLQuSqvMrrO6T75qhA4LsNMttKdEYjMD0iRZfGTeEpHOq InKAH342PxzTyahFewyg7g== 0001012870-00-001952.txt : 20000410 0001012870-00-001952.hdr.sgml : 20000410 ACCESSION NUMBER: 0001012870-00-001952 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-32484 FILED AS OF DATE: 20000407 EFFECTIVENESS DATE: 20000407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERTRUST TECHNOLOGIES CORP CENTRAL INDEX KEY: 0001089717 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 521672106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-34236 FILM NUMBER: 595396 BUSINESS ADDRESS: STREET 1: 4750 PATRICK HENRY BLVD. CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4088550100 S-1MEF 1 FORM 462 - REGISTRATION OF ADDITIONAL SHARES As filed with the Securities and Exchange Commission on April 7, 2000. Registration No. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------- INTERTRUST TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 7371 52-1672106 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S Employer Incorporation or Organization) Classification Code Number) Identification Number)
4750 Patrick Henry Drive, Santa Clara, CA 95054 (408) 855-0100 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------- Victor Shear Chief Executive Officer and Chairman of the Board InterTrust Technologies Corporation 4750 Patrick Henry Drive, Santa Clara, CA 95054 (408) 855-0100 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- Copies to: Robert V. Gunderson, Jr., Esq. Laird H. Simons III, Esq. Bennett L. Yee, Esq. Katherine Tallman Schuda, Esq. William E. Growney, Jr., Esq. Pamela A. Sergeeff, Esq. Margaret E. Paige, Esq. Fenwick & West LLP Gunderson Dettmer Stough Two Palo Alto Square Villeneuve Franklin & Hachigian, LLP Palo Alto, California 94306 155 Constitution Drive (650) 494-0600 Menlo Park, California 94025 (650) 321-2400
--------------- 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, as amended, 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] 333-32484 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. [_] --------------- CALCULATION OF REGISTRATION FEE CHART - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
Proposed Proposed Title of Each Class of Maximum Maximum Amount of Securities to be Amount to be Offering Price Aggregate Registration Registered Registered(1) Per Share Offering Price Fee(2) - ---------------------------------------------------------------------------------- Common Stock, $0.001 par value per share....... 776,250 $35.00 $27,168,750 $7,173
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) Includes 101,250 shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any. (2) 5,520,000 shares of common stock were registered under Securities Act Registration Statement No. 333-32484, whereby a filing fee of $44,899 was previously paid with such earlier registration statement. --------------- 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 thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INCORPORATION BY REFERENCE The contents of the Registration Statement on Form S-1, as amended (File No. 333-32484) filed by InterTrust Technologies Corporation and declared effective April 6, 2000 are hereby incorporated by reference. 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 April 7, 2000), (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 on April 7, 2000. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on this 6th day of April, 2000. Intertrust Technologies Corporation /s/ Victor Shear By __________________________________ Victor Shear Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/ Victor Shear Chairman of the Board and April 6, 2000 ______________________________________ Chief Executive Officer Victor Shear (Principal Executive Officer) /s/ David C. Chance* Executive Vice Chairman April 6, 2000 ______________________________________ David C. Chance /s/ Erwin N. Lenowitz* Vice Chairman of the April 6, 2000 ______________________________________ Board, Chief Financial Erwin N. Lenowitz Officer (Principal Financial and Accounting Officer) and Secretary /s/ Edmund J. Fish* Director, Executive Vice April 6, 2000 ______________________________________ President, and Chief Edmund J. Fish Business Officer /s/ David Van Wie* Director and Senior Vice April 6, 2000 ______________________________________ President of Research David Van Wie /s/ Bruce Fredrickson* Director April 6, 2000 ______________________________________ Bruce Fredrickson /s/ Satish K. Gupta* Director April 6, 2000 ______________________________________ Satish K. Gupta */s/ Victor Shear ______________________________________ Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No. Description ------- ----------- 1.1* Form of Underwriting Agreement. 5.1 Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Counsel. Reference is made to Exhibit 5.1. 24.1* Power of Attorney.
- -------- * Incorporated by reference from Registration Statement on Form S-1, as amended, filed by the Registrant (Reg. No. 333-32484). EX-5.1 2 OPINION OF GUNDERSON DETTMER STOUGH VILLENEUVE FRA EXHIBIT 5.1 April 7, 2000 InterTrust Technologies Corporation 4750 Patrick Henry Drive Santa Clara, CA 95054 Re: Registration Statement on Form S-1 ---------------------------------- Ladies and Gentlemen: We have examined the Registration Statement on Form S-1 (File No. 333- 32484) originally filed by InterTrust Technologies Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") on April 7, 2000, as thereafter amended or supplemented (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of up to 776,250 shares of the Company's Common Stock (the "Shares"). The Shares, which include an over-allotment option granted by the Company and certain Selling Stockholders of the Company to the Underwriters to purchase up to 101,250 additional shares of the Company's Common Stock, are to be sold to the Underwriters by the Company and certain Selling Stockholders of the Company as described in the Registration Statement for resale to the public. As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares. 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 being sold by the Company and upon completion of the proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares being sold by the Company, when issued and sold in the manner described in the Registration Statement and in accordance with the resolutions adopted by the Board of Directors of the Company, will be legally and validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to said Registration Statement and further consent to the use of our name wherever appearing in said Registration Statement, including the prospectus constituting a part thereof, and in any amendment or supplement thereto. Very truly yours, /s/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP EX-23.1 3 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the references to our firm under the captions "Selected Financial Data" and "Experts" incorporated by reference in the Registration Statement (Form S-1) and related Prospectus of InterTrust Technologies Corporation for the registration of 776,250 shares of its common stock and to the incorporation by reference therein of our report dated January 14, 2000, except as to the paragraph titled "Stock Split" of Note 1, as to which the date is January 27, 2000, with respect to the consolidated financial statements of InterTrust Technologies Corporation included in its Registration Statement (Form S-1 No. 333-32484) filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Palo Alto, California April 6, 2000 -----END PRIVACY-ENHANCED MESSAGE-----