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Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
GLOBIX CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 13-3781263
<S> <C>
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification
Number)
295 Lafayette Street, New York, New York 10012
(Address of Principal Executive Offices) (Zip Code)
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1999 Stock Option Plan
Marc H. Bell
Employment Agreement
(Full Title of the Plans)
Arnold N. Bressler, Esq.
Milberg Weiss Bershad Hynes & Lerach LLP
One Pennsylvania Plaza
New York, New York 10119/0165
(Name and address of agent for service)
(212) 594-5300
(Telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public:
As Soon As Practicable After Registration Statement Becomes Effective.
Page 1 of __ Pages
Exhibit Index Begins on Page II-2
(Facing Page Continued on the Following Page)
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(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
- ----------------------------------------------------------------------------------------------------------
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Common Shares, 2,524,145 $32.50 (2) $82,034,712 $22,806.00
par value $.01 shares
per share
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Based upon the average of the high and low prices of the Common Shares
on the National Association of Securities Dealers Automated Quotation
Systems, Inc. on May 26, 1999 of $32.50 per share.
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement also covers such additional indeterminate
number of shares as may become issuable pursuant to anti-dilution and
adjustment provisions of any options to purchase shares registered
hereby.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (File No.
1-14168) pursuant to the Securities Exchange Act of 1934 are incorporated by
reference into this Registration Statement:
(1) The Company's Annual Report on Form 10-KSB/A or the fiscal year
ended September 30, 1998, filed January 14, 1999;
(2) The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1998, filed February 16, 1999; and
(3) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1999, filed May 17, 1999.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all the
securities offered have been sold or which deregisters all the securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Company's Certificate of Incorporation limits the
liability of Directors to the maximum extent permitted by Delaware General
Corporation Law. Delaware law provides that the directors of a corporation will
not be personally liable to such corporation or its stockholders for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or which 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 Delaware General Corporation Law; or (iv) for any
transaction from which the director derives an improper personal benefit. The
Company's By-laws provide that the Company shall indemnify
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its directors and officers under certain circumstances, including those
circumstances in which indemnification would otherwise be discretionary, and the
Company is required to advance expenses to its officers and directors as
incurred in connection with proceedings against them for which they may be
indemnified.
In January, 1999, the Company purchased an aggregate of $20,000,000 of
liability insurance from AIG Insurance Group for indemnification of all of its
directors and officers at a cost of approximately $358,800.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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Exhibit
Number Description
- ------ -----------
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10 1999 Stock Option Plan -- incorporated by
reference to Registrant's Proxy Statement on
Schedule 14A filed on March 24, 1999.
23 Consent of Arthur Andersen LLP.
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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 of 1933; (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; and
(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
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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 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.
(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 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.
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 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
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,
as amended, 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 New York, State of New York, on this
28th day of May, 1999.
GLOBIX CORPORATION
By /s/ Marc H. Bell
-------------------------------------
Marc H. Bell,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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Date: May 28, 1999 /s/ Marc H. Bell
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Marc H. Bell,
President and Chief,
Executive Officer
and Director
Date: May 28, 1999 /s/ Robert B. Bell
-------------------------------------
Robert B. Bell,
Executive Vice President,
Chief Financial Officer
and Director
Date: May 28, 1999
----------------------------------------
Tsuyoshi Shiraishi,
Director
Date: May 28, 1999 /s/
----------------------------------------
Martin Fox,
Director
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<S> <C>
Date: May 28, 1999
----------------------------------------
Richard Videbeck,
Director
Date: May 28, 1999 /s/ Sid Paterson
----------------------------------------
Sid Paterson,
Director
Date: May 28, 1999
----------------------------------------
Anthony St. John,
Director
Date: May 28, 1999 /s/ Alan Levy
----------------------------------------
Alan Levy,
Treasurer and Chief
Accounting Officer
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated December 19, 1998,
included in Globix Corporation's (formerly known as Bell Technology Group Ltd.)
Annual Report on Form 10-KSB for the year ended September 30, 1998, and to all
references to our Firm included in this registration statement on Form S-8
registering 2,524,145 shares of common stock.
ARTHUR ANDERSEN LLP
New York, New York
May 27, 1999
