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NET RADIO CORP amends IPO for 3.3 mil shares of common stock.
IFN Smart Edgar News - April 30, 1999 20:48
Excerpted from S-1/A filed on 04/30 by NET RADIO CORP:
NET RADIO CORP amends IPO for 3.3 mil shares of common stock.
SUBJECT TO COMPLETION, DATED APRIL 30, 1999
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 IT IS NOT A SOLICITATION TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
3,333,000 SHARES
[LOGO]
NETRADIO CORPORATION
COMMON STOCK
This is the initial public offering of our common stock. We are offering
3,333,000 shares. We anticipate that the initial public offering price will be
between $11.00 and $13.00. No public market currently exists for our common
stock. The common stock has been approved for listing on the Nasdaq National
Market under the symbol "NETR," subject to official notice of issuance.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
TABLE
CAPTION
PER SHARE TOTAL
S C C
Public Offering Price................................................ $ $
Underwriting Discount................................................ $ $
Proceeds to NetRadio Corporation..................................... $ $
TABLE
We have granted the underwriters a 30-day option to purchase up to 499,950
additional shares to cover any over-allotments.
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.
EVEREN SECURITIES, INC. LEGG MASON WOOD WALKER
INCORPORATED
, 1999
(End of Item Excerpt)
THE COMPANY
Record effect of acquisition by
Navarre.......................... (5,244,060) (52,541) (2,397,278) 3,082,202 658,765 1,291,148
Balance, March 21, 1997.............. 10,000 -- -- -- -- --
Stock issued for cash and
advertising rights............... 1,765 2,000,000 -- -- -- 2,000,000
Net loss........................... -- -- -- (1,986,983) -- (1,986,983)
Balance, December 31, 1997........... 11,765 2,000,000 -- (1,986,983) -- 13,017
Stock split........................ 5,870,735 -- -- -- -- --
Stock issued....................... 40,000 65,600 -- -- -- 65,600
Stock option compensation.......... -- 20,500 -- -- -- 20,500
Notes forgiven by shareholders..... -- 48,050 -- -- -- 48,050
Net loss........................... -- -- -- (3,976,683) -- (3,976,683)
Balance, December 31, 1998........... 5,922,500 $ 2,134,150 $ -- $ (5,963,666) $ -- $ (3,829,516)
TABLE
See accompanying notes.
F-5
NETRADIO CORPORATION AND PREDECESSOR
STATEMENTS OF CASH FLOWS
THE COMPANY
The Company is authorized by its articles of incorporation to issue 20
million shares of common stock, no par value, of which 5,922,500 shares were
outstanding and held of record by six shareholders on December 31, 1998.
(End of Item Excerpt)
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be $36,284,280, or
$41,863,722 if the over-allotment option is exercised in full, based upon an
estimated initial public offering price of $12.00, and after deducting the
underwriting discount and estimated offering expenses.
We expect to use the net proceeds for working capital and other corporate
purposes, including advertising and capital expenditures. We have not yet
determined the amount of net proceeds to be used specifically for each of these
purposes. Accordingly, we will retain broad discretion in the allocation of
proceeds. We may also use a portion of the net proceeds for strategic alliances
or to acquire or invest in complementary businesses, technologies or product
lines. We have no current plans, agreements or commitments with respect to any
alliances or acquisitions of this kind, and we are not currently engaged in
negotiations related to any alliances or acquisitions. Until we determine the
allocation of these proceeds, we intend to invest the net proceeds of this
offering in short-term, interest-bearing, investment grade securities.
(End of Item Excerpt)
(End of Item Excerpt)
PRINCIPAL SHAREHOLDERS
The following table sets forth information concerning the beneficial
ownership of our common stock as of April 1, 1999, as adjusted to reflect
ValueVision's purchase of 550,000 shares of common stock effective as of the
closing of this offering, and as adjusted to reflect the sale of shares of
common stock we are offering, for: (1) each person who owns beneficially 5% or
more of our common stock (2) each of our directors and (3) all executive
officers and directors as a group.
PERCENTAGE
BENEFICIALLY OWNED
NUMBER OF SHARES OF ------------------------
COMMON STOCK BENEFICIALLY BEFORE AFTER
NAME OWNED OFFERING OFFERING(1)
Eric H. Paulson (2)(4).......................................... 5,046,000 77.5% 51.3%
Charles E. Cheney (2)(5)........................................ 5,024,000 77.3 51.1
Navarre Corporation (2)......................................... 5,000,000 77.2 51.0
ValueVision International, Inc. (3)............................. 1,432,500 22.1 14.6
Gene McCaffery (3)(6)........................................... 1,432,500 22.1 14.6
Donavan W. Pederson (7)......................................... 101,666 1.5 1.0
James Caparro................................................... -- 0.0 0.0
Marc H. Kalman.................................................. -- 0.0 0.0
Edward A. Tomechko.............................................. -- 0.0 0.0
All executive officers and directors as a group
(11 persons)(8)............................................... 6,734,166 100% 67.0%
(End of item excerpt.)
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