To: esecurities(tm) who wrote (1535 ) 11/27/1998 8:40:00 AM From: esecurities(tm) Read Replies (1) | Respond to of 5102
Form S-1/A Pre-Effective Amendment to Form S-1 filed today. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ 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. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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 ------------------ 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