-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qzlq0BcRBux5FKqiudgHcqnxwgjCXTaHKFNRu8sTCt9CBIm4+zw41h79C+bFN55M Ys5YGTRriMvH9sl5KFgWMA== 0001012870-01-001023.txt : 20010307 0001012870-01-001023.hdr.sgml : 20010307 ACCESSION NUMBER: 0001012870-01-001023 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-54512 FILED AS OF DATE: 20010301 EFFECTIVENESS DATE: 20010301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL ISLAND INC CENTRAL INDEX KEY: 0001084329 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 680322824 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-56396 FILM NUMBER: 1559010 BUSINESS ADDRESS: STREET 1: 45 FREMONT STREET SUITE 1200 STREET 2: 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4157384100 MAIL ADDRESS: STREET 1: 45 FREMONT STREET SUITE 1200 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 S-3MEF 1 0001.txt FORM S-3 FILED PURSUANT TO RULE 462(B) As filed with the Securities and Exchange Commission on March 1, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 --------------- DIGITAL ISLAND, INC. (Exact name of registrant as specified in its charter) --------------- Delaware 68-0322824 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) --------------- 45 Fremont Street, 12th Floor San Francisco, California 94105 (415) 738-4100 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------- T.L. Thompson Chief Financial Officer Digital Island, Inc. 45 Fremont Street, 12th Floor San Francisco, California 94105 (415) 738-4100 (Name and address, including zip code, and telephone number, including area code, of agent for service) --------------- Copy to: Curtis L. Mo, Esq. Anthony S. Wang, Esq. Joseph K. Wyatt, Esq. Brobeck, Phleger & Harrison LLP Two Embarcadero Place 2200 Geng Road Palo Alto, California 94303 (650) 424-0160 --------------- Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] 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, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration Statement No. 333-54512 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] --------------- CALCULATION OF REGISTRATION FEE
================================================================================================================================== Proposed Maximum Proposed Maximum Title of Each Class of Offering Price Per Aggregate Offering Amount of Securities to be Registered Amount to Be Registered Share(1) Price(1) Registration Fee - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.001 per share 97,103 $3.60 $349,570.80 $87.39 ==================================================================================================================================
(1) The price of $3.60 was the average of the high and low prices of the Common Stock on the Nasdaq National Market System on February 23, 2001 and is set forth solely for the purpose of computing the registration fee pursuant to Rule 457(c). --------------- 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 that 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. This Registration Statement shall become effective upon the filing with the Commission in accordance with Rule 462(b) and the Securities Act of 1933, as amended. INCORPORATION BY REFERENCE This Registration Statement on Form S-3 is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Commission File No. 333-54512) filed by Digital Island, Inc. (the "Company") with the Securities and Exchange Commission as declared effective on February 14, 2001 are incorporated herein by reference. EXHIBITS The following exhibits are filed as part of this Registration Statement: Item 16. Exhibits Exhibit Number Description 5.1 Opinion of Brobeck, Phleger & Harrison LLP 23.1 Consent of PricewaterhouseCoopers LLP, independent accountants 23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1 hereto) 23.3 Consent of Deloitte & Touche LLP, independent auditors 24.1* Power of Attorney * Incorporated by reference to our Registration Statement on Form S-3 (Registration No. 333-54512) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California on this 1st day of March 2001. DIGITAL ISLAND, INC. By: /s/ Ruann F. Ernst ------------------ Ruann F. Ernst Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the persons whose signatures appear below, which persons have signed such Registration Statement in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ Ruann F. Ernst Chairman of the Board and Chief Executive March 1, 2001 - -------------------------- Officer (Principal Executive Officer) Ruann F. Ernst * Chief Financial Officer (Principal March 1, 2001 - -------------------------- Financial and Accounting Officer) T.L. Thompson * Director March 1, 2001 - -------------------------- Charlie Bass * Director March 1, 2001 - -------------------------- Christos Cotsakos * Director March 1, 2001 - -------------------------- G. Bradford Jones * Director March 1, 2001 - -------------------------- Shahan Soghikian
* Pursuant to Power of Attorney previously filed with the Commission with the Registration Statement on Form S-3 (File No. 333-54512) and incorporated herein by reference. /s/ Ruann F. Ernst Attorney-in-Fact March 1, 2001 - -------------------------- Ruann F. Ernst II-1 EX-5.1 2 0002.txt OPINION OF BROBECK, PHLEGER& HARRISON LLP EXHIBIT 5.1 OPINION OF BROBECK PHLEGER & HARRISON March 1, 2001 Digital Island, Inc. 45 Fremont Street, 12th Floor San Francisco, California 94105 Re: Digital Island, Inc. Registration Statement on Form S-3 for Resale of 97,103 Shares of Common Stock Ladies and Gentlemen: We have acted as counsel to Digital Island, Inc., a Delaware corporation (the "Company"), in connection with the registration for resale of 97,103 shares of the Company's Common Stock (the "Shares"), as described in the Company's Registration Statement on Form S-3 ("Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"). This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K. We have reviewed the Company's charter documents, the corporate proceedings taken by the Company in connection with the original issuance and sale of the Shares, and a certificate of a Company officer regarding (among other things) the Company's receipt of consideration upon the original issuance of the Shares. Based on such review, we are of the opinion that the Shares are duly authorized, validly issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus which is part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares. Very truly yours, /s/ Brobeck, Phleger & Harrison LLP ----------------------------------- BROBECK, PHLEGER & HARRISON LLP EX-23.1 3 0003.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated November 10, 2000 relating to the consolidated financial statements of Digital Island, Inc., which appears in Digital Island, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2000. We also consent to the incorporation by reference of our report dated November 10, 2000 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP San Francisco, California February 26, 2001 EX-23.3 4 0004.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Digital Island, Inc. on Form S-3 of our report dated April 3, 2000, related to the consolidated financial statements of SoftAware, Inc. and subsidiary and our report dated April 20, 2000 related to the financial statements of Pacific Netcom, Inc., appearing in the Current Report on Form 8-K/A of Digital Island, Inc. dated September 15, 2000. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Costa Mesa, California February 26, 2001 -----END PRIVACY-ENHANCED MESSAGE-----