AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 2002
REGISTRATION NO. 333-83878
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NETFLIX, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 7841 77-0467272
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
970 UNIVERSITY AVENUE
LOS GATOS, CA 95032
(408) 399-3700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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W. BARRY MCCARTHY, JR.
CHIEF FINANCIAL OFFICER
970 UNIVERSITY AVENUE
LOS GATOS, CA 95032
(408) 399-3700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
LARRY W. SONSINI, ESQ. ROBERT SANCHEZ, ESQ. JONATHAN A. SCHAFFZIN, ESQ.
WILSON SONSINI GOODRICH & ROSATI WILSON SONSINI GOODRICH & ROSATI CAHILL GORDON & REINDEL
PROFESSIONAL CORPORATION PROFESSIONAL CORPORATION 80 PINE STREET
650 PAGE MILL ROAD 7927 JONES BRANCH DRIVE NEW YORK, NEW YORK 10005
PALO ALTO, CA 94304 LANCASTER BUILDING WESTPARK, (212) 701-3000
(650) 493-9300 SUITE 400
MCLEAN, VIRGINIA 22102
(703) 734-3100
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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. [_]
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PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE(2)
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Common Stock $0.001 par value......................... $115,000,000 $10,580
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
(2) Amount previously paid.
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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 HEREAFTER 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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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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1.1** Form of Purchase Agreement.
3.1** Amended and Restated Certificate of Incorporation of Registrant.
3.2* Proposed Amended and Restated Certificate of Incorporation of Registrant.
3.3* Amended and Restated Bylaws of Registrant.
3.4** Proposed Amended and Restated Bylaws of Registrant.
4.1** Form of Registrant's Common Stock Certificate.
5.1* Form of Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1 Form of Indemnification Agreement between Registrant and each of its directors and officers.
10.2* 2002 Employee Stock Purchase Plan.
10.3* Amended and Restated 1997 Stock Plan.
10.4* 2002 Stock Plan.
10.5* Amended and Restated Stockholders' Rights Agreement dated July 10, 2001.
10.6* Amended and Restated Agreement Concerning the Right to Participate dated June 22, 1999.
10.7* Office Lease dated October 27, 2000 between Registrant and BR3 Partners.
10.8* Lease Agreement dated August 11, 1999 between Registrant and Lincoln-Recp Old Oakland Opco,
LLC; First Amendment to Lease Agreement dated December 3, 1999; Second Amendment to
Lease Agreement dated January 4, 2000; Third Amendment to Lease Agreement dated June 12,
2001 between Registrant and Joseph Sully.
10.9* Offer letter dated April 19, 1999 with W. Barry McCarthy, Jr., Chief Financial Officer of
Registrant.
10.10* Offer letter dated March 25, 1999 with Tom Dillon, Vice President of Operations of Registrant.
10.11* Offer letter dated March 13, 2000 with Leslie J. Kilgore, Vice President of Marketing of Registrant.
10.12+ Letter Agreement dated May 1, 2000 between Registrant and Columbia TriStar Home
Entertainment, Inc.
10.13+ Revenue Sharing Output License Terms between Registrant and Warner Home Video.
23.1* Consent of KPMG LLP.
23.2* Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1).
24.1* Power of Attorney.
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* Previously filed.
** To be filed by amendment.
+ Confidential treatment requested on portions of this exhibit. An unredacted
version of this exhibit has been filed separately with the Securities and
Exchange Commission.
(B) FINANCIAL STATEMENT SCHEDULES
Schedules have been omitted because the information required to be set
forth therein is not applicable or is shown in the financial statements or
notes thereto.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act, Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Gatos, State of
California, on the 20th day of March, 2002.
NETFLIX, INC.
By: /S/ REED HASTINGS
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Reed Hastings
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 in the
capacities and on the dates indicated below.
SIGNATURE TITLE DATE
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/S/ REED HASTINGS President, Chief Executive Officer March 20, 2002
------------------------ and Director (principal executive
Reed Hastings officer)
W. BARRY MCCARTHY, JR.* Chief Financial Officer (principal March 20, 2002
------------------------ financial and accounting officer)
W. Barry McCarthy, Jr.
TIMOTHY M. HALEY* Director March 20, 2002
------------------------
Timothy M. Haley
JAY C. HOAG* Director March 20, 2002
------------------------
Jay C. Hoag
A. ROBERT PISANO* Director March 20, 2002
------------------------
A. Robert Pisano
MICHAEL N. SCHUH* Director March 20, 2002
------------------------
Michael N. Schuh
*By: /S/ REED HASTINGS
------------------------
Reed Hastings
ATTORNEY-IN-FACT
II-6
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1** Form of Purchase Agreement.
3.1** Amended and Restated Certificate of Incorporation of Registrant.
3.2* Proposed Amended and Restated Certificate of Incorporation of Registrant.
3.3* Amended and Restated Bylaws of Registrant.
3.4** Proposed Amended and Restated Bylaws of Registrant.
4.1** Form of Registrant's Common Stock Certificate.
5.1* Form of Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1 Form of Indemnification Agreement between Registrant and each of its directors and officers.
10.2* 2002 Employee Stock Purchase Plan.
10.3* Amended and Restated 1997 Stock Plan.
10.4* 2002 Stock Plan.
10.5* Amended and Restated Stockholders' Rights Agreement dated July 10, 2001.
10.6* Amended and Restated Agreement Concerning the Right to Participate dated June 22, 1999.
10.7* Office Lease dated October 27, 2000 between Registrant and BR3 Partners.
10.8* Lease Agreement dated August 11, 1999 between Registrant and Lincoln-Recp Old Oakland Opco,
LLC; First Amendment to Lease Agreement dated December 3, 1999; Second Amendment to
Lease Agreement dated January 4, 2000; Third Amendment to Lease Agreement dated June 12,
2001 between Registrant and Joseph Sully.
10.9* Offer letter dated April 19, 1999 with W. Barry McCarthy, Jr., Chief Financial Officer of
Registrant.
10.10* Offer letter dated March 25, 1999 with Tom Dillon, Vice President of Operations of Registrant.
10.11* Offer letter dated March 13, 2000 with Leslie J. Kilgore, Vice President of Marketing of Registrant.
10.12+ Letter Agreement dated May 1, 2000 between Registrant and Columbia TriStar Home
Entertainment, Inc.
10.13+ Revenue Sharing Output License Terms between Registrant and Warner Home Video.
23.1* Consent of KPMG LLP.
23.2* Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1).
24.1* Power of Attorney.
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* Previously filed.
** To be filed by amendment.
+ Confidential treatment requested on portions of this exhibit. An unredacted
version of this exhibit has been filed separately with the Securities and
Exchange Commission.