Excerpted from S-3/A filed on 01/28 by NETSCAPE COMMUNICATIONS CORP:
NETSCAPE COMMUNICATIONS CORP amends common stock offering.
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED JANUARY , 1998
6,044,404 SHARES
NETSCAPE COMMUNICATIONS CORPORATION
COMMON STOCK
---------------------
This Prospectus relates to the public offering, which is not being
underwritten, of up to 6,044,404 shares of Common Stock, par value $0.0001 per
share (the "Shares"), of Netscape Communications Corporation ("Netscape" or the
"Company"), which may be offered from time to time by certain stockholders of
the Company or by pledgees, donees, transferees or other successors in interest
that receive such shares as a gift, partnership distribution or other non-sale
related transfer (the "Selling Stockholders"). The Company will receive no part
of the proceeds of such sales. All of the Shares were originally issued by the
Company in connection with the Company's acquisition of KIVA Software
Corporation ("KIVA"), a California corporation by and through a merger of a
wholly-owned subsidiary of Netscape, Knife Acquisition Corporation ("Knife"),
with and into KIVA (the "Acquisition"). The Shares were issued pursuant to an
exemption from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), provided by Rule 506 of Regulation D thereunder.
The Shares are being registered by the Company pursuant to the Agreement and
Plan of Reorganization dated November 24, 1997 (the "Agreement") by and among
Netscape, Knife and KIVA.
The Shares may be offered by the Selling Stockholders from time to time in
one or more transactions as described under "Plan of Distribution." To the
extent required, the number of shares to be sold, the name of the Selling
Stockholder(s), the purchase price, the name of any agent or broker-dealer, and
any applicable commissions, discounts or other items constituting a compensation
to such agent or broker-dealer with respect to a particular offering will be set
forth in a supplement or supplements to this Prospectus (each, a "Prospectus
Supplement"). The aggregate proceeds to the Selling Stockholder(s) from the sale
of the shares offered from time to time hereby will be the purchase price of the
shares sold less commissions, discounts and other compensation, if any, paid by
the Selling Stockholder(s) to any agent or broker-dealer. The price at which any
of the Shares may be sold, and the commissions, if any paid in connection with
any such sale, are unknown and may vary from transaction to transaction. The
Company will pay all expenses incident to the offering and sale of the Shares to
the public other than any commissions and discounts of underwriters, dealers or
agents and any transfer taxes. See "Selling Stockholders" and "Plan of
Distribution."
The Company's Common Stock is listed on the Nasdaq National Market under the
symbol "NSCP." On January 27, 1998, the last sale price of the Company's Common
Stock was $16.875 per share.
THE COMPANY
Netscape Communications Corporation ("Netscape" or the "Company") is a
premier provider of open software for linking people and information over
enterprise networks and the Internet. Netscape develops, markets and supports a
broad suite of enterprise server and client software, development tools and
commercial applications to create a single shared communications platform for
network-based solutions. Netscape software is based on industry standard
protocols and therefore can be deployed across a variety of computer operating
systems, platforms and databases and can be interconnected with traditional
client/server applications. Using Netscape solutions, organizations can extend
their internal information systems and applications to geographically dispersed
facilities as well as to third party partners and customers. The Company
currently offers a broad suite of software products and tools, targeted
primarily at corporate intranets, for use in a variety of information sharing,
network management and commerce-enabling applications. To reach a diverse and
worldwide customer base, Netscape delivers its suite of products and services
through multiple distribution channels. The Company offers its products via a
direct sales force, telesales, and the Internet as well as through resellers
such as original equipment manufacturers, value-added resellers and software
retailers.
THE COMPANY
Netscape Communications Corporation ("Netscape" or the "Company") is a
premier provider of open software for linking people and information over
enterprise networks and the Internet. Netscape develops, markets and supports a
broad suite of enterprise server and client software, development tools and
commercial applications to create a single shared communications platform for
network-based solutions. Netscape software is based on industry standard
protocols and therefore can be deployed across a variety of computer operating
systems, platforms and databases and can be interconnected with traditional
client/server applications. Using Netscape solutions, organizations can extend
their internal information systems and applications to geographically dispersed
facilities as well as to third party partners and customers. The Company
currently offers a broad suite of software products and tools, targeted
primarily at corporate intranets, for use in a variety of information sharing,
network management and commerce-enabling applications. To reach a diverse and
worldwide customer base, Netscape delivers its suite of products and services
through multiple distribution channels. The Company offers its products via a
direct sales force, telesales, and the Internet as well as through resellers
such as original equipment manufacturers, value-added resellers and software
retailers.
(End of Item Excerpt)
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. All proceeds from the sale of the Shares will be for the account of the
Selling Stockholders, as described below. See "Selling Stockholders" and "Plan
of Distribution" described below.
SELLING STOCKHOLDERS
The following table sets forth, as of the date of this Prospectus, the name
of each of the Selling Stockholders, the number of Shares that each such Selling
Stockholder owns as of such date, the number of Shares owned by each Selling
Stockholder that may be offered for sale from time to time by this Prospectus,
and the number of Shares to be held by each such Selling Stockholder assuming
the sale of all of the Shares offered hereby. Except as indicated, none of the
Selling Stockholders has held any position or office or had a material
relationship with the Company or any of its affiliates within the past three
years other than as a result of the ownership of the Company's Common Stock. The
Company may amend or supplement this Prospectus from time to time to update the
disclosure set forth herein.
TABLE
CAPTION
SHARES
BENEFICIALLY
SHARES WHICH OWNED AFTER
SHARES MAY BE SOLD OFFERING(1)(2)
BENEFICIALLY PURSUANT TO ----------------
SELLING STOCKHOLDER OWNED(1) THIS PROSPECTUS NUMBER PERCENT
S C C C C
Keng S. Lim and Maria R. Lim.............. 1,511,927 1,511,927 -- --
Greylock Equity Limited Partnership(4).... 830,540 830,540 -- --
WPG Enterprise Fund II L.P................ 457,025 457,025 -- --
Weiss, Peck & Greer Venture Associates
III, L.P................................ 380,017 380,017 -- --
Trinity Ventures V, L.P.(5)............... 294,242 294,242 -- --
Alexander Glass........................... 216,956 216,956 -- --
Norwest Venture Partners VI, LP(6)........ 186,863 186,863 -- --
Insik Rhee................................ 179,332 179,332 -- --
Stephen Yen............................... 179,332 179,332 -- --
Discovery Ventures II, LLC(7)............. 195,943 195,943 -- --
Sippl Macdonald Ventures I, L.P.(8)....... 107,908 107,908 -- --
Bob Chamberlain........................... 52,402 52,402 -- --
Amal Johnson.............................. 27,562 27,562 -- --
Trinity V Side-by-Side Fund, L.P.(9)...... 17,195 17,195 -- --
Katherine K. Spencer...................... 16,254 16,254 -- --
Saumitra Das.............................. 19,816 19,816 -- --
Ron DeHoff................................ 13,590 13,590 -- --
Shipway Investment Company................ 11,241 11,241 -- --
Michael Lawrence.......................... 10,917 10,917 -- --
F&W Investments 1996 - II(10)............. 10,723(11) 10,723(11) -- --
Lighthouse Capital Partners............... 8,885 8,885 -- --
Lee-Yi Hsiang Su.......................... 7,539 7,539 -- --
Phil Van Etten............................ 7,177 7,177 -- --
Devine & Vernig, Inc...................... 7,015 7,015 -- --
Deborah Taweel............................ 6,502 6,502 -- --
Sharmila Shahani.......................... 7,209 7,209 -- --
(End of Item Excerpt)
SELLING STOCKHOLDERS
The following table sets forth, as of the date of this Prospectus, the name
of each of the Selling Stockholders, the number of Shares that each such Selling
Stockholder owns as of such date, the number of Shares owned by each Selling
Stockholder that may be offered for sale from time to time by this Prospectus,
and the number of Shares to be held by each such Selling Stockholder assuming
the sale of all of the Shares offered hereby. Except as indicated, none of the
Selling Stockholders has held any position or office or had a material
relationship with the Company or any of its affiliates within the past three
years other than as a result of the ownership of the Company's Common Stock. The
Company may amend or supplement this Prospectus from time to time to update the
disclosure set forth herein.
SHARES
BENEFICIALLY
SHARES WHICH OWNED AFTER
SHARES MAY BE SOLD OFFERING(1)(2)
BENEFICIALLY PURSUANT TO ----------------
SELLING STOCKHOLDER OWNED(1) THIS PROSPECTUS NUMBER PERCENT
Keng S. Lim and Maria R. Lim.............. 1,511,927 1,511,927 -- --
Greylock Equity Limited Partnership(4).... 830,540 830,540 -- --
WPG Enterprise Fund II L.P................ 457,025 457,025 -- --
Weiss, Peck & Greer Venture Associates
III, L.P................................ 380,017 380,017 -- --
Trinity Ventures V, L.P.(5)............... 294,242 294,242 -- --
Alexander Glass........................... 216,956 216,956 -- --
Norwest Venture Partners VI, LP(6)........ 186,863 186,863 -- --
Insik Rhee................................ 179,332 179,332 -- --
Stephen Yen............................... 179,332 179,332 -- --
Discovery Ventures II, LLC(7)............. 195,943 195,943 -- --
Sippl Macdonald Ventures I, L.P.(8)....... 107,908 107,908 -- --
Bob Chamberlain........................... 52,402 52,402 -- --
Amal Johnson.............................. 27,562 27,562 -- --
Trinity V Side-by-Side Fund, L.P.(9)...... 17,195 17,195 -- --
Katherine K. Spencer...................... 16,254 16,254 -- --
Saumitra Das.............................. 19,816 19,816 -- --
Ron DeHoff................................ 13,590 13,590 -- --
Shipway Investment Company................ 11,241 11,241 -- --
Michael Lawrence.......................... 10,917 10,917 -- --
F&W Investments 1996 - II(10)............. 10,723(11) 10,723(11) -- --
Lighthouse Capital Partners............... 8,885 8,885 -- --
Lee-Yi Hsiang Su.......................... 7,539 7,539 -- --
Phil Van Etten............................ 7,177 7,177 -- --
Devine & Vernig, Inc...................... 7,015 7,015 -- --
Deborah Taweel............................ 6,502 6,502 -- --
Sharmila Shahani.......................... 7,209 7,209 -- --
(End of item excerpt.)
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