Form S-1/A Pre-Effective Amendment to Form S-1 filed today.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MARKETWATCH.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE737594-3289801(STATEOROTHERJURISDICTIONOF(PRIMARYSTANDARDINDUSTRIAL(I.R.S.EMPLOYERINCORPORATIONORORGANIZATION)CLASSIFICATIONCODENUMBER)IDENTIFICATIONNO.)
825 BATTERY STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 733-0500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
J. PETER BARDWICK
CHIEF FINANCIAL OFFICER
MARKETWATCH.COM, INC.
825 BATTERY STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 733-0500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
MARKC.STEVENS,ESQ.SCOTTC.DETTMER,ESQ.JEFFREYR.VETTER,ESQ.BROOKSSTOUGH,ESQ.SAYREE.STEVICK,ESQ.WILLIAMA.HOLMES,ESQ.FENWICK&WESTLLPDAVIDW.KLING,ESQ.TWOPALOALTOSQUAREGUNDERSONDETTMERSTOUGHVILLENEUVEPALOALTO,CALIFORNIA94306FRANKLIN&HACHIGIAN,LLP(650)494-0600155CONSTITUTIONDRIVEMENLOPARK,CA94025(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, 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, 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. [ ]
------------------------
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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2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
NOVEMBER 25, 1998
2,750,000 SHARES
[LOGO]
COMMON STOCK
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This is the initial public offering of MarketWatch.com, Inc. and we are offering
2,750,000 shares of our common stock. We anticipate that the initial public
offering price will be between $10.00 and $12.00 per share.
We have applied to list the common stock on the Nasdaq National Market under the
symbol "MKTW."
INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 6.
PER SHARE TOTAL
Public Offering Price..................................... $ $
Underwriting Discounts and Commissions.................... $ $
Proceeds to MarketWatch.com............................... $ $
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
MarketWatch.com has granted the Underwriters the right to purchase up to 412,500
additional shares to cover any over-allotments.
JOINT BOOK-RUNNING MANAGERS
<TABLE>
<S> <C>
BT ALEX. BROWN DONALDSON, LUFKIN & JENRETTE
------------------------------------------------------------------------------------------------------------------
SALOMON SMITH BARNEY FAC/EQUITIES
</TABLE>
, 1998
<PAGE> 3
4
<PAGE> 6
...
THE OFFERING
Common Stock offered by MarketWatch.com... 2,750,000 shares
Common Stock to be outstanding after the
offering.................................. 11,750,000 shares(1)
Use of proceeds........................... Repayment of debt and general
corporate purposes, including
working capital. See "Use of
Proceeds."
Proposed Nasdaq National Market symbol.... MKTW
...
source:©1998http://www.freeedgar.com/search/WL.asp?C=1068969&F=S-1/A&D=11/27/1998 |
