POS AM 1 posam.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 2000 REGISTRATION NO. 333-39490 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- COSTAR GROUP, INC . (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 52-2091509 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) --------------- 2 BETHESDA METRO CENTER, BETHESDA, MD 20814 (301) 215-8300 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) --------------- CARLA J. GARRETT, ESQ. GENERAL COUNSEL 2 BETHESDA METRO CENTER, BETHESDA, MD 20814 (301) 215-8300 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) --------------- COPY TO: LANAE HOLBROOK, ESQ. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON 1001 PENNSYLVANIA AVENUE, N.W. WASHINGTON, DC 20004 (202) 639-7000 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. --------------- If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction F, 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(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. |X| Registration No. 333-39490 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. |_| --------------- 2 ITEM 16. EXHIBITS. (a) Exhibits: 1.1 Form of Underwriting Agreement between Selling Stockholders and Donaldson, Lufkin & Jenrette Securities Corporation (Filed herewith). 1.2. Form of Indemnity Agreement by and among CoStar Group, Inc., the Selling Stockholders and Donaldson, Lufkin & Jenrette Securities Corporation (Filed herewith). 2.1 Acquisition and Reorganization Agreement by and among CoStar Group, Inc. and LeaseTrend, Inc. and the Shareholders of LeaseTrend, Inc. dated January 8, 1999 (Incorporated by reference to Exhibit 2.1 to the report of the Registrant on Form 8-K (File No. 0-24531) filed with the Commission on January 22, 1999). 2.2 Agreement and Plan of Merger between LeaseTrend, Inc. and LTI Acquisition Corp., dated January 8, 1999 (Incorporated by reference to Exhibit 2.2 to the report of the Registrant on Form 8-K (File No. 0-24531) filed with the Commission on January 22, 1999). 2.3 Agreement and Plan of Merger by and among CoStar Group, Inc., Jamison Research, Inc., Henry D. Jamison IV and Leslie Lees Jamison dated January 6, 1999 (Incorporated by reference to Exhibit 2.3 to the report of the Registrant on Form 8-K (File No. 0-24531) filed with the Commission on February 2, 1999). 2.4 Amendment to Agreement and Plan of Merger by and among CoStar Group, Inc., Jamison Research, Inc., Jamison Acquisition Corp., Henry D. Jamison IV and Leslie Lees Jamison dated January 14, 1999 (Incorporated by reference to Exhibit 2.4 to the report of the Registrant on Form 8-K (File No. 0-24531) filed with the Commission on February 2, 1999). 4.1 Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company's Form 10-K dated December 31, 1999). 5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson, with respect to legality (Previously filed). 23.1 Consent of Independent Auditors (Previously filed). 23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson (Included as part of Exhibit 5.1). 24.1 Powers of Attorney (Previously filed). 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, CoStar Group, Inc. 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 Bethesda, State of Maryland, on August 10, 2000. CoStar Group, Inc. By: ___/s/_______________________________ Andrew C. Florance 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.

NAME TITLE DATED ---- ----- ----- ________________*____________________ Chairman of the Board August 10, 2000 Michael R. Klein _______________/s/___________________ Chief Executive Officer and August 10, 2000 Andrew C. Florance President and a Director (Principal Executive Officer) ________________*____________________ Chief Financial Officer August 10, 2000 Frank A. Carchedi (Chief Financial and Accounting Officer) ________________*____________________ Director August 10, 2000 David Bonderman ________________*____________________ Director August 10, 2000 Warren H. Haber ________________*____________________ Director August 10, 2000 Josiah O. Low, III ________________*____________________ Director August 10, 2000 John Simon

* By: _________/s/___________ Andrew C. Florance Attorney-in-Fact 4 Exhibit Index 1.1 Form of Underwriting Agreement between Selling Stockholders and Donaldson, Lufkin & Jenrette Securities Corporation (Filed herewith). 1.2. Form of Indemnity Agreement by and among CoStar Group, Inc., the Selling Stockholders and Donaldson, Lufkin & Jenrette Securities Corporation (Filed herewith). 2.1 Acquisition and Reorganization Agreement by and among CoStar Group, Inc. and LeaseTrend, Inc. and the Shareholders of LeaseTrend, Inc. dated January 8, 1999 (Incorporated by reference to Exhibit 2.1 to the report of the Registrant on Form 8-K (File No. 0-24531) filed with the Commission on January 22, 1999). 2.2 Agreement and Plan of Merger between LeaseTrend, Inc. and LTI Acquisition Corp. dated January 8, 1999 (Incorporated by reference to Exhibit 2.2 to the report of the Registrant on Form 8-K (File No. 0-24531) filed with the Commission on January 22, 1999). 2.3 Agreement and Plan of Merger by and among CoStar Group, Inc., Jamison Research, Inc., Henry D. Jamison IV and Leslie Lees Jamison dated January 6, 1999 (Incorporated by reference to Exhibit 2.3 to the report of the Registrant on Form 8-K (File No. 0-24531) filed with the Commission on February 2, 1999). 2.4 Amendment to Agreement and Plan of Merger by and among CoStar Group, Inc., Jamison Research, Inc., Jamison Acquisition Corp., Henry D. Jamison IV and Leslie Lees Jamison dated January 14, 1999 (Incorporated by reference to Exhibit 2.4 to the report of the Registrant on Form 8-K (File No. 0-24531) filed with the Commission on February 2, 1999). 4.1 Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company's Form 10-K dated December 31, 1999). 5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson, with respect to legality (Previously filed). 23.1 Consent of Independent Auditors (Previously filed). 23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson (Included as part of Exhibit 5.1). 24.1 Powers of Attorney (Previously filed).