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As Filed with the Securities and Exchange Commission on May 1, 1998
Registration No. ___________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CyberCash, Inc.
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(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 54-1725021
(State or other jurisdiction of incorporation or (I.R.S. employer identification no.)
organization)
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2100 Reston Parkway, Third Floor
Reston, VA 20191
(Address of principal executive offices) (Zip code)
ICVERIFY, INC. 1995 STOCK OPTION PLAN AS ASSUMED BY CYBERCASH, INC.
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(Full title of the plan)
William N. Melton
President and Chief Executive Officer
2100 Reston Parkway, Third Floor
Reston, VA 20191
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (703) 620-4200
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered(1) registered share(2) price(2) registration fee
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<S> <C> <C> <C> <C>
Common Stock 380,000 $1.44 $547,200 $162.00
par value $0.001
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INTRODUCTION
This Registration Statement on Form S-8 is filed by CyberCash, Inc., a
Delaware corporation (the "Company", "Corporation" or the "Registrant"),
relating to 380,000 shares of its common stock, par value $0.001 per share (the
"Common Stock") issuable to eligible employees and consultants of the Company
under the ICVERIFY, Inc. 1995 Stock Option Plan as assumed by the Company (the
"Plan").
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
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(1) The securities to be registered include options to acquire such Common
Stock. Pursuant to Rule 416(a), this Registration Statement also covers
additional securities that may be offered as a result of stock splits, stock
dividends or similar transactions.
(2) Estimated pursuant to Rule 457(h)(1) solely for purposes of calculating the
registration fee. The price is computed on the basis of the weighted average
exercise prices of the assumed options.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
CyberCash, Inc. (the "Company") hereby incorporates by reference
in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K filed pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1997, as filed with the Commission.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
section entitled "Description of Capital Stock" of the Prospectus included in
the Company's Registration Statement on Form S-1, initially filed under the
Exchange Act with the Commission on December 21, 1995 as finally amended.
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any 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 Exchange Act, prior to the filing of
a post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any 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
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The class of securities to be offered is registered under Section
12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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 under certain circumstances for liabilities
incurred in connection with their activities in such capacities (including
reimbursement for expenses incurred). The Company's Amended and Restated
Certificate of Incorporation provides that no director of the Company will be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or to its stockholders, (ii)
for acts or omissions not made in good faith or with involved intentional
misconduct or a knowing violation of the law, (iii) under Section 174 of the
DGCL, or (iv) for any transactions from which the director derives an improper
personal benefit. In addition, the Company's Amended and Restated Bylaws provide
that any director or officer who was or is a party or is threatened to be made a
party to any action or proceeding by reason of his or her services to the
Registrant will be indemnified to the fullest extent permitted by the DGCL.
The Company has entered into agreements with each of its executive
officers and directors under which the Company has agreed to indemnify each of
them against expenses and losses incurred for claims brought against them by
reason of their being an officer or director of the Company. There is no pending
litigation or proceeding involving a director or officer of the Company as to
which indemnification is being sought, nor is the Company aware of any pending
or threatened litigation that may result in claims for indemnification by any
director or executive officer.
The Company has purchased a general liability insurance policy
which covers certain liabilities of directors and officers of the Company
arising out of claims based on acts or omissions in their capacity as directors
or officers.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
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(a) Rule 415 Offering
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;
(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 (a)(1)(i) and (a)(l)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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 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) Filing incorporating subsequent Exchange Act documents
by reference
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 Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Request for acceleration of effective date or filing
of registration statement on Form S-8
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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.
SIGNATURE
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 Reston, State of Virginia, on May 1, 1998.
CyberCash, Inc.
By: /s/ WILLIAM N. MELTON
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William N. Melton
President and Chief
Executive Officer
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SIGNATURES AND POWER OF ATTORNEY
The officers and directors of CyberCash, Inc., whose signatures appear
below, hereby constitute and appoint William N. Melton and Russell B. Stevenson,
Jr., and each of them, their true and lawful attorneys and agents, with full
power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof. Pursuant to the requirements of
the Securities Act of 1933, as amended, this registration statement has been
signed by the following persons in the capacities indicated on May 1, 1998.
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Signature Title
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/s/ WILLIAM N. MELTON President, Chief Executive Officer and Director
- ------------------------------ (Principal Executive Officer)
William N. Melton
/s/ JAMES J. CONDON Chief Financial Officer (Principal Financial and
- ------------------------------ Accounting Officer)
James J. Condon
/s/ DANIEL C. LYNCH Chairman of the Board of Directors
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Daniel C. Lynch
/s/ MICHAEL ROTHSCHILD Director
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Michael Rothschild
/s/ CHARLES T. RUSSELL Director
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Charles T. Russell
/s/ GAREN K. STAGLIN Director
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Garen K. Staglin
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EXHIBIT INDEX
4.1 Amended and Restated Certificate of Incorporation is incorporated by
reference to the Company's Registration Statement on Form S-1 (File
No. 33-80725)
4.2 Bylaws are incorporated by reference to the Company's Registration
Statement on Form S-1 (File No. 33-80725)
4.3 Agreement and Plan of Reorganization by and among CyberCash, Inc.,
CyberCash Acquisition Corporation, and ICVERIFY, Inc., dated as of
April 8, 1998, is incorporated by reference to Exhibit 2.1 to the
Company's Current Report Form 8-K filed with the Securities and
Exchange Commission on or about May 1, 1998
5 Legal Opinion
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (included in signature pages to this registration
statement)
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EXHIBIT 5
May 1, 1998
Board of Directors
CyberCash, Inc.
2100 Reston Parkway, Third Floor
Reston, Virginia 20191
Gentlemen:
I am general counsel of CyberCash, Inc., a Delaware corporation (the
"Company"), and am rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 380,000 shares of the
Common Stock, $0.001 par value, of the Company ("Common Stock") which may be
issued pursuant to the exercise of options granted under the ICVERIFY, Inc. 1995
Stock Option Plan (the "Plan") and assumed by the Company (the "Assumed
Options") pursuant to the Agreement and Plan of Reorganization dated as of April
8, 1998 (the "Merger Agreement"), by and among the Company, CyberCash
Acquisition Corporation, and ICVERIFY, Inc.
I have examined all instruments, documents and records which I deemed
relevant and necessary for the basis of my opinion hereinafter expressed. In
such examination, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity to
the originals of all documents submitted to me as copies. I express no opinion
concerning any law other than the corporation laws of the State of Delaware. As
to matters of Delaware corporation law, I have based my opinion solely upon my
examination of such laws and the rules and regulations of the authorities
administering such laws, all as reported in standard, unofficial compilations.
Based on such examination, I am of the opinion that the 380,000 shares
of Common Stock which may be issued upon the exercise of the Assumed Options are
duly authorized shares of the Company's Common Stock, and, when issued against
receipt of the consideration therefor in accordance with the provisions of the
Assumed Options and the Plan, will be validly issued, fully paid and
nonassessable. I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement referred to above and the use of my name wherever it
appears in said Registration Statement.
Very truly yours,
/s/ RUSSELL B. STEVENSON, JR.
Russell B. Stevenson, Jr.
General Counsel, CyberCash, Inc.
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-______) pertaining to ICVERIFY, Inc. 1995 Stock Option Plan as
assumed by CyberCash, Inc. of our report dated March 13, 1998, except for Note
13, as to which the date is March 16, 1998, with respect to the consolidated
financial statements of CyberCash, Inc. included in the Annual Report on Form
10-K for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Vienna, Virginia
April 30, 1998
