As filed with the Securities and Exchange Commission on October 6, 2000
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
ILLUMINET HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4042177
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
P.O. Box 2909
4501 Intelco Loop, S.E.
Lacey, Washington 98503
(Address, including zip code, of Registrant's principal executive offices)
ILLUMINET HOLDINGS, INC. NON-QUALIFIED
STOCK OPTION AGREEMENT WITH ROGER H. MOORE
ILLUMINET HOLDINGS, INC. 1997 EQUITY INCENTIVE PLAN
Roger H. Moore Copy to:
President and Chief Executive Officer James M. Ash, Esq.
Illuminet Holdings, Inc. Blackwell Sanders Peper Martin LLP
P.O. Box 2909 Two Pershing Square
4501 Intelco Loop, S.E. 2300 Main Street, Suite 1000
Lacey, Washington 98503 Kansas City, Missouri 64108
(360) 493-6000 (816) 983-8000
(Name, address, telephone number, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each class of Amount to maximum maximum Amount of
securities to be registered be offering aggregate registration
registered price per offering fee
share price
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 1,040,000(3) $2.3575(3) $2,451,800 $648
per share (1)
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Common Stock, par value $.01 300,000 $22.9375(4) $6,881,250 $1,817
per share (2)
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</TABLE>
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[FN]
(1) Issuable under a Non-Qualified Stock Option Agreement with Roger H.
Moore. Includes rights to purchase Series B preference stock
associated with the Common Stock.
(2) Issuable under the 1997 Equity Incentive Plan. Includes rights to purchase
Series B preference stock associated with the Common Stock.
(3) Adjusted to take into account the automatic conversion of each share of
Class A Common Stock, par value $.01 per share, into four shares of Common
Stock, par value $.01 per share, which occurred on April 5, 2000.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The maximum
offering price per share is based on the average of the high and low
prices of the Registrant's Common Stock as listed on the Nasdaq National
Market System on October 4, 2000.
</FN>
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EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified
in Part I of Form S-8.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents filed with the Commission by Illuminet Holdings,
Inc. (the "Company") are incorporated in this Registration Statement on Form S-8
(the "Registration Statement") by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the Commission on March 14, 2000;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, filed with the Commission on May 12, 2000;
3. The Company's Current Report on Form 8-K, filed with the Commission on
May 15, 2000;
4. The Company's Current Report on Form 8-K, filed with the Commission on
June 14, 2000;
5. The Company's Current Report on Form 8-K, filed with the Commission on
July 14, 2000;
6. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2000, filed with the Commission on August 14, 2000;
7. The Company's Current Report on Form 8-K, filed with the Commission on
September 12, 2000;
8. The Company's Current Report on Form 8-K, filed with the Commission on
October 5, 2000; and
9. The description of Common Stock, par value $.01 per share, contained
in the Company's Registration Statement on Form 8-A12G, filed with the
Commission on October 5, 1999, as amended by a filing made on October
7, 1999, and including any further amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
A partner at Blackwell Sanders Peper Martin LLP owns 9,746 shares of Common
Stock of the Company, par value $.01 per share.
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Item 6: Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("DGCL") authorizes a
court to award, or a corporation's board of directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred, arising under the Securities Act.
As permitted by the DGCL, the Company's Certificate of Incorporation
includes a provision that eliminates the personal liability of each of the
Company's directors for monetary damages for breach of fiduciary duty as a
director, except for liability (1) for any breach of the director's duty of
loyalty to the Company or the Company's stockholders; (2) for acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law; (3) under Section 174 of the DGCL regarding unlawful dividends and stock
purchases; or (4) for any transaction from which the director derived an
improper personal benefit.
As permitted by the DGCL, the Company's Certificate of Incorporation and/or
the Company's Bylaws provide that (1) the Company may indemnify the Company's
directors and officers to the fullest extent permitted by the DGCL, subject to
certain very limited exceptions; (2) the Company may indemnify the Company's
other employees to the extent that the Company indemnifies the Company's
officers and directors, unless otherwise required by law, the Company's
Certificate of Incorporation, the Company's Bylaws or agreements; (3) the
Company may advance expenses, as incurred, to the Company's directors, officers
and other employees in connection with a legal proceeding to the fullest extent
permitted by the DGCL, subject to certain very limited exceptions; and (4) the
rights conferred in the Company's Bylaws are not exclusive.
The Illuminet Holdings, Inc. Non-Qualified Stock Option Agreement by and
between the Company and Roger H. Moore (the "Agreement") provides that each
person who is or shall have been a member of the Committee or the Board of
Directors that administers the Agreement shall be indemnified and held harmless
by the Company against and from (a) any loss, cost, liability or expense
(including attorneys' fees) that may be imposed upon or reasonably incurred by
him or her in connection with or resulting from any claim, action, suit or
proceeding to which he or she may be a party or in which he or she may be
involved by reason of any action taken or failure to act under the Agreement,
and (b) from any and all amounts paid by him or her in settlement thereof, with
Company's prior written approval, or paid by him or her in satisfaction of any
judgment in any such claim, action, suit or proceeding against him or her;
provided, however, that he or she shall give the Company an opportunity, at its
own expense, to handle and defend the same before he or she under takes to
handle and defend it on his or her own behalf. According to the Agreement, the
foregoing right of indemnification shall not be exclusive or any other rights of
indemnification to which such persons may be entitled under the Company's
Certificate of Incorporation or Bylaws, by contract, as a matter of law or
otherwise, or under any power that the Company may have to indemnify them or
hold them harmless.
The Company carries insurance that insures the Company's officers and
directors against liability they may incur for actions they take in their
capacity as officers and directors, including liability related to alleged
violations of federal or state securities laws.
Item 7: Exemption from Registration Claimed
Not applicable.
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Item 8: Exhibits
4.1 Certificate of Incorporation of Illuminet Holdings, Inc. (incorporated
by reference to Exhibit 3.1 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999, filed with the
Commission on March 14, 2000).
4.2 Amendment to Certificate of Incorporation of Illuminet Holdings, Inc.
(incorporated by reference to Exhibit 3.2 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, filed
with the Commission on March 14, 2000).
4.3 Bylaws of Illuminet Holdings, Inc., as amended on August 20, 1999
(incorporated by reference to Exhibit 3.3 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, filed
with the Commission on March 14, 2000).
4.4 Rights Agreement, dated as of November 20, 1998, by and between
Illuminet Holdings, Inc. and UMB Bank, N.A., as Rights Agent, as
amended on August 2, 1999 (incorporated by reference to Exhibit 4.1 of
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the Commission on March 14, 2000).
4.5 Amendment No. 2 to Rights Agreement (incorporated by reference to
Exhibit 4.2 of the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, filed with the Commission on March 14,
2000).
4.6 Illuminet Holdings, Inc. Non-Qualified Stock Option Agreement by and
between Roger H. Moore and Illuminet Holdings, Inc., dated the 29th
day of October, 1997.
4.7 Illuminet Holdings, Inc. 1997 Equity Incentive Plan, as amended
(incorporated by reference to Exhibit 10.1 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, filed
with the Commission on March 14, 2000).
5 Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company.
23.1 Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.4 Consent of Barry Morgan & Company P.C., Independent Auditors.
24 Powers of Attorney (included in the signature page to the Registration
Statement).
Item 9: Undertakings
Rule 415 Offering.
The undersigned Company 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 of 1933;
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(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the 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 low or high 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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to 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 (i) and (ii) do not apply if 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
Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment 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.
(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.
Incorporation of Subsequent Exchange Act Documents by Reference.
The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or 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.
Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 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 Company
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 Lacey, State of Washington, on October 6, 2000.
ILLUMINET HOLDINGS, INC.
By:/s/ Roger H. Moore
Roger H. Moore
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors of
Illuminet Holdings, Inc., hereby severally constitute Roger H. Moore and Daniel
E. Weiss, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, any and all amendments to this Registration
Statement on Form S-8, and generally to do all such things in our names and in
our capacities as directors to enable Illuminet Holdings, Inc. to comply with
the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
Director October 6, 2000
/s/ Theodore D. Berns
Theodore D. Berns
Director October 6, 2000
/s/ Eugene L. Cole
Eugene L. Cole
Director
Richard A. Lumpkin
Director October 6, 2000
/s/ James W. Strand
James W. Strand
Director October 6, 2000
/s Gregory J. Wilkinson
Gregory J. Wilkinson
Director, Chief Executive October 6, 2000
/s/ Roger H. Moore Officer (Principal Executive
Roger H. Moore Officer)
/s/ Daniel E. Weiss Chief Financial Officer, October 6, 2000
Daniel E. Weiss Secretary and Treasurer
(Principal Financial and
Accounting Officer)
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Index of Exhibits
Exhibit
Number Document
4.1 Certificate of Incorporation of Illuminet Holdings, Inc. (incorporated
by reference to Exhibit 3.1 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999, filed with the
Commission on March 14, 2000).
4.2 Amendment to Certificate of Incorporation of Illuminet Holdings, Inc.
(incorporated by reference to Exhibit 3.2 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, filed
with the Commission on March 14, 2000).
4.3 Bylaws of Illuminet Holdings, Inc., as amended on August 20, 1999
(incorporated by reference to Exhibit 3.3 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, filed
with the Commission on March 14, 2000).
4.4 Rights Agreement, dated as of November 20, 1998, by and between
Illuminet Holdings, Inc. and UMB Bank, N.A., as Rights Agent, as
amended on August 2, 1999 (incorporated by reference to Exhibit 4.1 of
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the Commission on March 14, 2000).
4.5 Amendment No. 2 to Rights Agreement (incorporated by reference to
Exhibit 4.2 of the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, filed with the Commission on March 14,
2000).
4.6 Illuminet Holdings, Inc. Non-Qualified Stock Option Agreement by and
between Roger H. Moore and Illuminet Holdings, Inc., dated the 29th
day of October, 1997.
4.7 Illuminet Holdings, Inc. 1997 Equity Incentive Plan, as amended
(incorporated by reference to Exhibit 10.1 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, filed
with the Commission on March 14, 2000).
5 Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company.
23.1 Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.4 Consent of Barry Morgan & Company P.C., Independent Auditors.
24 Powers of Attorney (included in the signature page to Registration
Statement).
9
