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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 2000
REGISTRATION NO: 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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5B TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 11-3529387
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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ONE JERICHO PLAZA
JERICHO, NEW YORK 11753
(Address of Principal Executive Offices)
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5B TECHNOLOGIES CORPORATION 1995 STOCK OPTION PLAN
5B TECHNOLOGIES CORPORATION 1995 DIRECTOR OPTION PLAN
(Full Title of the Plans)
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GLENN NORTMAN
CHIEF EXECUTIVE OFFICER
ONE JERICHO PLAZA
JERICHO, NEW YORK 11753
(516) 938-3400
(Name and Address and Telephone Number, Including Area Code, of
Agent for Service)
COPIES TO:
DANAL F. ABRAMS, ESQ.
PIPER MARBURY RUDNICK & WOLFE LLP
1251 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------ -------------------- --------------------- --------------------- ---------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE(2) REGISTRATION FEE(2)
------------------------------ -------------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock 512,500 $3.1877775(3) $1,633,736 $431.31
------------------------------ -------------------- --------------------- --------------------- ---------------------
</TABLE>
(1) Includes 500,000 shares of the Registrant's common stock, par value $.04 per
share (the "Common Stock"), which may be offered pursuant to the
Registrant's 1995 Stock Option Plan (the "1995 Plan") and 12,500 shares of
Common Stock which may be offered pursuant to the Registrant's 1995 Director
Option Plan (the "Director Plan", and together with the 1995 Plan, the
"Plans"). In addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended (the "Securities Act"), this Registration Statement also
covers such additional securities as may become issuable to prevent dilution
resulting from stock splits, stock dividends and similar events.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c)and (h) of the Securities Act. The proposed maximum
aggregate offering price and amount of registration fee are calculated on
the basis of (a) the actual exercise prices for the 455,250 and 2,000 shares
of Common Stock subject to outstanding options granted under the 1995 Plan
and the Director Plan, respectively, at exercise prices from $0.4375 to
$13.8193, and (b) $3.8125, the average of the high and low prices of the
Registrant's Common Stock, as quoted on the Nasdaq SmallCap Market on June
26, 2000, for the remainder of the shares of Common Stock subject to the
Plans registered hereunder.
(3) Represents the proposed maximum aggregate offering price divided by the
amount of shares to be registered.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
5B Technologies Corporation has filed the following documents with the
Securities and Exchange Commission, and these are incorporated herein by
reference:
(a) Our Annual Report on Form 10-K for the fiscal year ended December
31, 1999, as amended by Amendment No. 1 on Form 10-K/A, which is our latest
Annual Report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act");
(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
(c) Our Current Reports on Form 8-K filed February 15, 2000, April 28,
2000, May 17, 2000 and May 26, 2000; and
(d) the description of our Common Stock which is contained in a
registration statement on Form 8-A filed on November 7, 1995 under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
In addition, all documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Certificate of Incorporation includes a provision that eliminates
the personal liability of our directors to us or our stockholders for monetary
damages for breach of fiduciary duty as a director to the maximum extent
permitted by the Delaware General Corporation Law ("DGCL"). The DGCL does not
permit liability to be eliminated (i) for any breach of one of our director's
duty of loyalty to 5B Technologies or our stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends or unlawful stock
repurchases or redemptions, as provided in Section 174 of the DGCL,
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or (iv) for any transaction for which one of our directors derived an improper
personal benefit. Our Certificate of Incorporation also provides that 5B
Technologies shall indemnify our directors and executive officers to the fullest
extent permitted by the DGCL, including those circumstances in which
indemnification would otherwise be discretionary, subject to certain exceptions.
Our Certificate of Incorporation also provides that 5B Technologies will advance
expenses to directors and executive officers incurred in connection with an
action or proceeding as to which they may be entitled to indemnification,
subject to certain exceptions.
Section 145 of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of 5B Technologies or is or was serving at
our request in such capacity in another corporation or business association,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of 5B
Technologies, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
We have entered into indemnification agreements with certain of our
directors and executive officers that provide the maximum indemnity allowed to
directors and executive officers by the DGCL and our Certificate of
Incorporation, subject to certain exceptions as well as certain additional
procedural protections. In addition, the indemnification agreements provide
generally that we will advance expenses incurred by directors and executives
officers in any action or proceeding as to which they may be entitled to
indemnification, subject to certain exceptions.
The indemnification provisions in our Certificate of Incorporation and
the indemnity agreements entered into between us and certain of our directors
and executive officers may permit indemnification for liabilities arising under
the Securities Act of 1933. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officer and
controlling persons of 5B Technologies pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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4.1 5B Technologies Corporation 1995 Stock Option Plan
(incorporated by reference to Exhibit 10.6 to the
Registration Statement on Form S-1, File No.
33-96382, of Paramount Financial Corporation (the
predecessor of the Registrant)).
4.2 5B Technologies Corporation 1995 Director Option Plan
(incorporated by reference to Exhibit 10.14 to the
Registration Statement on Form S-1, File No.
33-96382, of Paramount Financial Corporation (the
predecessor of the Registrant)).
*5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP.
*23.1 Consent of BDO Seidman, LLP.
*23.2 Consent of Arthur Andersen LLP
*23.2 Consent of Piper Marbury Rudnick & Wolfe LLP
(contained in Exhibit 5.1).
*24.1 Power of Attorney (included on signature page of this
Registration Statement).
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*Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the high or low
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
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(iii) include any additional or changed material
information on the plan of distribution not previously
disclosed in the Registration Statement or any material change
to such information in the Registration Statement.
PROVIDED HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of the securities at that time shall be
deemed to be the initial BONA FIDE offering.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jericho, New York, on this 6th day of July, 2000.
5B TECHNOLOGIES CORPORATION
By: /s/ GLENN NORTMAN
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Glenn Nortman
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Glenn Nortman and Anthony
Fernandez his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ GLENN NORTMAN Chief Executive Officer and Director July 6, 2000
-------------------------- (Principal Executive Officer)
Glenn Nortman
/s/ JEFFREY NORTMAN Chief Operating Officer and Director July 6, 2000
--------------------------
Jeffrey Nortman
/s/ ANTHONY FERNANDEZ Director of Finance July 6, 2000
-------------------------- (Principal Financial and Accounting
Anthony Fernandez Officer)
/s/ WILLIAM H. KELLY Director July 6, 2000
--------------------------
William H. Kelly
/s/ LARRY AUSTIN Director July 6, 2000
--------------------------
Larry Austin
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 5B Technologies Corporation 1995 Stock Option Plan
(incorporated by reference to Exhibit 10.6 to the
Registration Statement on Form S-1, File No.
33-96382, of Paramount Financial Corporation (the
predecessor of the Registrant)).
4.2 5B Technologies Corporation 1995 Director Option Plan
(incorporated by reference to Exhibit 10.14 to the
Registration Statement on Form S-1, File No.
33-96382, of Paramount Financial Corporation (the
predecessor of the Registrant)).
5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP.
23.1 Consent of BDO Seidman LLP.
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Piper Marbury Rudnick & Wolfe LLP
(contained in Exhibit 5.1).
24.1 Power of Attorney (included on signature page of this
Registration Statement).
