As filed with the Securities and Exchange Commission on December 8, 1999
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________________________________
STYLECLICK.COM INC.
(Exact name of registrant as specified in its charter)
California 95-4145930
- -------------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3861 Sepulveda Boulevard
Culver City, California 90230
- -------------------------------------- -------------------------
(Address of Principal Executive Offices) (Zip Code)
____________________________________________
1995 STOCK OPTION PLAN
(Full title of the plan)
____________________________________________
JOYCE FREEDMAN
Co-Chief Executive Officer and Chairman of the Board
Styleclick.com Inc.
3861 Sepulveda Boulevard
Culver City, California 90230
(310) 751-2100
(Name, address and telephone number of agent for service)
____________________________________________
Copies to:
JOHN A. ST. CLAIR, ESQ.
TOM W. ROTHENBUCHER, ESQ.
Coudert Brothers
1055 West Seventh Street, 20th Floor
Los Angeles, California 90017
(213) 688-9088
____________________________________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
<PAGE>
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Amount Proposed Maximum
Securities of Shares Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered per Share Price Fee
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Common Stock 850,000(1) $11.75(2) $9,987,500(2) $2,637
no par value
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(1) Represents shares of Common Stock ("Common Stock") of Styleclick.com, Inc.
(the "Registrant") issuable upon the exercise of options granted or to be
granted pursuant to the Registrant's 1995 Stock Option Plan (the "Plan").
Pursuant to Rule 416, there are also being registered such additional
shares of Common Stock as may become issuable as a result of the
antidilution provisions applicable to the options which are exercisable for
the Common Stock registered hereunder.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
amount of the registration fee based on the average of the high and low
reported sale prices of a share of the Registrant's Common Stock on
December 7, 1999 as reported by The Nasdaq National Market.
_________________________
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus prepared in accordance with Part I hereof also relates to shares
of Common Stock previously registered under Registration Statements on Form
S-8 (Registration Nos. 333-21775, 333-35987 and 333-61443).
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<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to plan participants as specified in
Rule 428(b)(1) and, in accordance with the instructions to Part I, are not filed
with the Commission as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In connection with the registration of additional shares of the Common
Stock of the Registrant issuable under the Plan, and in accordance with General
Instruction E to Form S-8, the following documents and information previously
filed with the Securities and Exchange Commission are hereby incorporated by
reference in this Registration Statement:
Item 3(a)
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998.
Item 3(b)
The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1999, as amended by Form 10-Q/A filed with the Commission
on June 7, 1999; June 30, 1999; and September 30, 1999, respectively.
The Registrant's Current Reports on Form 8-K, filed with the Commission on
March 26, 1999, April 9, 1999, April 14, 1999, April 20, 1999, July 2,
1999, and July 19, 1999, respectively.
Item 3(c)
Item 1 of the Registrant's Registration Statement on Form 8-A, filed with
the Commission on March 28, 1996, pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended.
The Registrant's Registration Statement on Form S-8, filed with the
Commission on February 14, 1997 (File No. 333-21775), is hereby
incorporated by reference in this Registration Statement.
The Registrant's Registration Statement on Form S-8, filed with the
Commission on September 19, 1997 (File No. 333-35987), is hereby
incorporated by reference in this Registration Statement.
The Registrant's Registration Statement on Form S-8, filed with the
Commission on August 14, 1998 (File No. 333-61443), is hereby incorporated
by reference in this Registration Statement.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
offered hereunder then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing such documents.
1
<PAGE>
Item 8. Exhibits.
Exhibit
Number
- --------
4.1 1995 Stock Option Plan including forms of Stock Option Agreements
and Stock Purchase Agreement(1)
4.2 Amendment No. 1 to 1995 Stock Option Plan, dated November 26,
1996(2)
4.3 Amendment No. 2 to 1995 Stock Option Plan, dated June 10, 1997(2)
4.4 Amendment No. 3 to 1995 Stock Option Plan, dated April 8, 1998(3)
4.5 Amendment No. 4 to 1995 Stock Option Plan, dated July 8, 1998(4)
4.6 Amendment No. 5 to 1995 Stock Option Plan, dated July 16, 1999
4.7 Amendment No. 6 to 1995 Stock Option Plan, dated October 26, 1999
5.1 Opinion of Coudert Brothers
23.1 Consent of Singer, Lewak, Greenbaum & Goldstein LLP
23.2 Consent of Coudert Brothers (included in Exhibit 5.1)
24.1 Power of Attorney (see page 3 of this Registration Statement)
_____________________________
(1) Incorporated by reference to the Registrant's Registration Statement on
Form SB-2 (Registration No. 333-1166-LA) as filed with the Commission on
February 14, 1996.
(2) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-35987) as filed with the Commission on
September 19, 1997.
(3) Incorporated by reference to the Registrant's Quarterly Report on Form
10-QSB for the quarter ended June 30, 1998, as filed with the Commission on
August 5, 1998.
(4) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-61443) as filed with the Commission on
August 14, 1998.
2
<PAGE>
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 Culver City, State of California, on December 8, 1999.
Styleclick.com, Inc.
By:/s/ JOYCE FREEDMAN
------------------
Joyce Freedman,
Co-CEO and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Maurizio Vecchione and Joyce Freedman, or
either of them, his or her attorneys-in-fact and agents, each with full power of
substitution for him or her and in his or her name, place and stead, in any and
all capacities, to sign any or all 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 each of
said attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing requisite and necessary to be done in connection
with this Registration Statement, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that either
of said attorneys-in-fact and agents, or his or her substitute or substitutes,
may lawfully 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 and on the dates indicated.
Signature Title Date
- --------------------- --------------------------- -----------------
/s/ JOYCE FREEDMAN
- ---------------------- Chairman of the Board, December 8, 1999
Joyce Freedman Co-Chief Executive Officer
/s/ MAURIZIO VECCHIONE
- ---------------------- President and Director, December 8, 1999
Maurizio Vecchione Co-Chief Executive Officer
/s? BARRY W. HALL
- ---------------------- Executive Vice President of December 8, 1999
Barry W. Hall Finance and Chief Financial
Officer
/s/ LEE FREEDMAN
- ---------------------- Executive Vice President, December 8, 1999
Lee Freedman Director
/s/ LEON SHIH
- ---------------------- Controller December 8, 1999
Leon Shih
/s/ F. STEPHEN WYLE
- ---------------------- Director December 8, 1999
F. Stephen Wyle
/s/ PETER FRANK
- ---------------------- Director December 8, 1999
Peter Frank
/s/ LESLIE SALESON
- ---------------------- Director December 8, 1999
Leslie Saleson
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<PAGE>
EXHIBIT INDEX
Sequentially
Numbered
Number Description Page
- ------ --------------------------------------------------- -------------
4.6 Amendment No. 5 to 1995 Stock Option Plan 5
4.7 Amendment No. 6 to 1995 Stock Option Plan 6
5.1 Opinion of Coudert Brothers 7-8
23.1 Consent of Singer, Lewak, Greenbaum & Goldstein LLP 9
4
<PAGE>
AMENDMENT NO. 5 TO
MODACAD, INC.
1995 STOCK OPTION PLAN
The first sentence of Section 3 of the ModaCAD, Inc. 1995 Stock Option
Plan, as previously amended by Amendment No. 1 dated November 26, 1996;
Amendment No. 2 dated June 10, 1997; Amendment No. 3 dated April 8, 1998; and
Amendment No. 4 dated July 2, 1998 (as so amended, the "Plan"), is hereby
amended to read in its entirety as follows:
(b) Stock Subject to the Plan. Subject to the provisions of Section 10
of the Plan, the maximum aggregate number of Shares which may be
optioned and sold pursuant to the exercise of Options under the Plan
is 2,500,000 Shares.
Dated: July 16, 1999
5
<PAGE>
AMENDMENT NO. 6 TO MODACAD, INC.
1995 STOCK OPTION PLAN,
The text of Section 8(d)(ii) ("Termination of Status as an Employee") of
the ModaCAD, Inc. 1995 Stock Option Plan, as previously amended by Amendment No.
1 dated November 26, 1996; Amendment No. 2 dated June 10, 1997; Amendment No. 3
dated April 8, 1998; Amendment No. 4 dated July 2, 1998; and Amendment No. 5
dated July 16, 1999 (as so amended, the "Plan"), is hereby amended to read in
its entirety as follows:
(ii) Termination of Status as an Employee. If an Optionee ceases to
serve as an Employee or a consultant for any reason other than death,
Disability or Termination for Cause, and thereby terminates his or her
Continuous Employment with the Company or status as a consultant, to
the extent that such Optionee was entitled to exercise the Option at
the date of such termination, such Optionee shall have the right to
exercise the Option at any time within 90 days subsequent to the last
day of such Optionee's Continuous Employment with the Company or
status as a consultant (unless at any time prior to the termination of
Continuous Employment, the Board specifies a longer period, not to
exceed the term of the Option set forth in the Option Agreement). To
the extent that such Optionee was not entitled to exercise the Option
at the date of the terminating event, or if such Optionee does not
exercise such Option (which such Optionee was entitled to exercise)
within the time specified herein, the Option shall terminate. In the
event that any Optionee's Continuous Employment with the Company or
status as a consultant terminates due to death or Disability, to the
extent that such Optionee was entitled to exercise the Option at the
date of such termination, the Option may be exercised any time within
180 days subsequent to the death or Disability of the Optionee (unless
at any time prior to the termination of Continuous Employment, the
Board specifies a longer period, not to exceed the term of the Option
set forth in the Option Agreement). To the extent that such Optionee
was not entitled to exercise such Option at the date of his or her
termination due to death or Disability, or if such Option is not
exercised (to the extent it could be exercised) within the time
specified herein, the Option shall terminate. If an Optionee's
Continuous Employment with the Company or status as a consultant
terminates due to his or her Termination for Cause, his or her Option
shall terminate as of the date of such Termination for Cause to the
extent not exercised as of such date.
Dated: October 26, 1999
6
<PAGE>
December 8, 1999
Styleclick.com Inc.
3861 Sepulveda Boulevard
Culver City, California 90230
Re: Styleclick.com Inc. - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as securities counsel for Styleclick.com Inc. (formerly known
as ModaCAD, Inc.), a California corporation (the "Company"), in connection with
the preparation of a registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933 to be filed with the Securities and
Exchange Commission (the "Commission") on December 8, 1999, to register 850,000
shares of Common Stock (the "Option Shares"), issuable upon the exercise of
options granted or to be granted pursuant to the Company's 1995 Stock Option
Plan, as amended (the "Plan").
In connection with the preparation of the Registration Statement and the
proposed issuance and sale of the Option Shares in accordance with the Plan and
the Form S-8 prospectus to be delivered to participants in the Plan, we have
made certain legal and factual examinations and inquiries and examined, among
other things, such documents, records, instruments, agreements, certificates and
matters as we have considered appropriate and necessary for the rendering of
this opinion. We have assumed for the purpose of this opinion the authenticity
of all documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies, and the genuineness of the
signatures thereon. As to various questions of fact material to this opinion, we
have, when relevant facts were not independently established, relied, to the
extent deemed proper by us, upon certificates and statements of officers and
representatives of the Company.
Based on the foregoing and in reliance thereon, it is our opinion that the
Option Shares have been duly authorized and, after the Registration Statement
becomes effective and after any post-effective amendment required by law is duly
completed, filed and becomes effective (such Registration Statement as it
finally becomes effective or, if required to be post-effectively amended, then
as it is so amended, is referred to hereinafter as the "Final Registration
Statement"), and when the applicable provisions of "Blue Sky" and other state
securities laws shall have been complied with, and when the Option Shares are
issued and sold in accordance with the Plan and the Form S-8 prospectus prepared
in connection with the Final Registration Statement, the Option Shares will be
legally issued, fully paid and nonassessable.
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<PAGE>
We hereby consent to the inclusion of our opinion as Exhibit 5.1 to the
Registration Statement and further consent to the references to this firm in the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.
This opinion is rendered solely for your benefit in accordance with the
subject transaction and is not to be otherwise used, circulated, quoted or
referred to without our prior written consent. We are opining herein as to the
effect on the subject transaction only of United States federal law and the
internal (and not the conflict of law) laws of the State of California, and we
assume no responsibility as to the applicability thereto, or the effect thereon,
of the laws of any other jurisdiction.
Very truly yours,
/s/ COUDERT BROTHERS
--------------------
COUDERT BROTHERS
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<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, dated March 16, 1999 (except for Note 11,
as to which the date is May 19, 1999), of the Annual Report on Form 10-KSB/A of
Styleclick.com Inc. (formerly ModaCAD, Inc.) for the year ended December 31,
1998 (As restated). We also consent to the reference to our Firm under the
caption "Experts" in the aforementioned Registration Statement.
/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
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SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
December 8, 1999
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