As filed with the Securities and Exchange Commission on March 30, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MAPINFO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 06-1166630 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
One Global View
Troy, New York 12180
(518) 285-6000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Mark P. Cattini
President and Chief Executive Officer
MapInfo Corporation
One Global View
Troy, New York 12180
(518) 285-6000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
copies to:
| David A. Westenberg Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Telephone: (617) 526-6000 Telecopy: (617) 526-5000 |
Glenn R. Pollner Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 Telephone: (212) 259-8000 Telecopy: (212) 259-6333 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
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. x 333-113029
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. ¨
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities To Be Registered |
Amount To Be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee | |||||||
| Common Stock, $0.002 par value per share |
287,500 shares | $ | 11.00 | $ | 3,162,500 | $ | 401 | ||||
| (1) | Includes 37,500 shares which the Underwriters have the option to purchase from the Company to cover over-allotments, if any. |
| (2) | Represents a bona fide estimate of the maximum offering price per share in accordance with Rule 457. |
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.002 per share, of MapInfo Corporation, a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier effective registration statement (File No. 333-113029) are incorporated in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of New York, on this 30th day of March, 2004.
| MAPINFO CORPORATION | ||
| By: |
/s/ Mark P. Cattini | |
| Name: Mark P. Cattini Title: President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| /s/ Mark P. Cattini Mark P. Cattini |
President and Chief Executive Officer (Principal executive officer) |
March 30, 2004 | ||
| * John C. Cavalier |
Chairman of the Board |
March 30, 2004 | ||
| /s/ K. Wayne McDougall K. Wayne McDougall |
Vice President, Treasurer and Chief Financial Officer (Principal financial and accounting officer) |
March 30, 2004 | ||
| * Thomas L. Massie |
Director |
March 30, 2004 | ||
| * Joni Kahn |
Director |
March 30, 2004 | ||
| * Robert P. Schechter |
Director |
March 30, 2004 | ||
| * Quinn H. Tran |
Director |
March 30, 2004 | ||
| *By: |
/s/ Jason W. Joseph Jason W. Joseph Attorney-in-Fact |
March 30, 2004 |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 5 | — Opinion of Hale and Dorr LLP | |
| 23.1 | — Consent of Hale and Dorr LLP (included in Exhibit 5) | |
| 23.2 | — Consent of PriceWaterhouseCoopers LLP | |
| 24* | — Powers of Attorney | |
| * | Filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-3 (File No. 333-113029) filed with the Commission on February 24, 2004. |