<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1999.
FILE NO. 333-
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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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NETOBJECTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
DELAWARE 94-3233791
(State or Other Jurisdiction (I.R.S. Employee Identification No.)
of Incorporation or Organization)
</TABLE>
301 GALVESTON DRIVE, REDWOOD CITY, CALIFORNIA 94063
(650) 482-3200
(Address, including ZIP Code and Telephone Number, of Principal Executive
Offices)
AMENDED AND RESTATED 1997 STOCK OPTION PLAN
1997 SPECIAL STOCK OPTION PLAN
AMENDED 1999 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Mr. Samir Arora
301 Galveston Drive, Redwood City, California 94063
(Name and Address of Agent For Service)
(650) 482-3200
(Telephone Number, Including Area Code, of Agent For Service)
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COPIES TO:
Alan B. Kalin
McCutchen, Doyle, Brown & Enersen, LLP
3150 Porter Drive, Palo Alto, California 94304-1212
Tel: (650) 849-4400, Fax: (650) 849-4800
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS BE OFFERING PRICE AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Amended and Restated 1997 Stock Option Plan and
1997 Special Stock Option Plan
Outstanding options for Common Stock (par value
$.01)........................................... 2,653,829 $3.48 (2) $9,240,122 $2,569.00
Amended and Restated 1997 Stock Option Plan
Common Stock (par value $.01) reserved for future
option grants (3)............................... 2,208,271 $7.00 (4) $15,457,897 $4,297.30
Amended 1999 Employee Stock Purchase Plan
Common Stock (par value $.01)..................... 300,000 $7.00 (4) $2,100,000 $584.00
Total Fee......................................... $7,450.30
</TABLE>
(1) This Registration Statement shall also cover any additional shares of common
stock which become issuable by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
outstanding shares of common stock.
(2) Fee calculated pursuant to Rule 457(h)(i) based upon the weighted average
exercise price of options granted and outstanding as of May 18, 1999 which
equals the maximum aggregate offering price for all outstanding options
divided by the number of shares of common stock subject to the outstanding
options.
(3) Shares of common stock issuable on exercise of options which may be granted
in the future under the option plan.
(4) Estimated solely for the purpose of calculating the amount of the
registration fee based on the average of the high and low prices reported
for the common stock on the Nasdaq National Market on May 26, 1999, pursuant
to Rule 457(h)(1) and 457(c).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this registration statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this registration
statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933. NetObjects, Inc. (the "Company") will provide a written
statement to participants advising them of the availability without charge, upon
written or oral request, of the documents incorporated by reference in Item 3 of
Part II of this registration statement and including the statement in the
preceding sentence. The written statement to participants will indicate the
availability without charge, upon written or oral request, of other documents
required to be delivered to employees pursuant to Rule 428(b), and will include
the address and telephone number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission by
the Company are incorporated by reference in this registration statement:
1. The Form S-1 Registration Statement filed on February 5, 1999, as
amended, and declared effective on May 7, 1999 (Registration No.
333-71893)(the "Registration Statement") and the prospectus dated May 7,
1999 filed pursuant to Rule 424(b).
2. The description of capital stock contained in the Registration
Statement.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, are deemed to be incorporated by reference into this
registration statement and to be a part hereof from the respective dates of
filing of such documents. Any statement contained in this registration statement
or in a document incorporated by reference shall be deemed modified or
superseded to the extent that a statement contained in any subsequently filed
document which also is or is deemed to be incorporated by reference herein or
therein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof, except as so
modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
A partner of McCutchen, Doyle, Brown & Enersen, LLP, counsel to the Company
in connection with this registration statement, indirectly beneficially owns
12,070 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "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 of 1933,
as amended (the "Securities Act").
As permitted by the DGCL, our Amended and Restated Bylaws provide that the
Registrant shall indemnify its directors and officers, and may indemnify its
employees and other agents, to the fullest extent permitted by law. The Amended
and Restated Bylaws also permit the Registrant to secure insurance on behalf of
any officer, director, employee or other agent for any liability arising out of
his or her actions in such capacity, regardless of whether the Amended and
Restated Bylaws would permit indemnification. The Registrant has obtained
officer and director liability insurance with respect to liabilities arising out
of certain matters, including matters arising under the Securities Act.
The Registrant also has entered into agreements with its directors and
executive officers that, among other things, indemnify them for certain expenses
(including attorneys' fees), judgments, fines and settlement amounts incurred by
them in any action or proceeding, including any action by or in the right of the
Registrant, arising out of such person's services as a director or officer of
the Registrant, any subsidiary of the Registrant or any other company or
enterprise to which the person provides services at the request of the
Registrant.
Reference is also made to Section 8 of the Underwriting Agreement filed as
Exhibit 1.1 to the Registration Statement on Form S-1, as amended, filed with
the Commission on February 5, 1999, for certain provisions regarding the
indemnification of officers and directors of the Registrant by the underwriters
of the transaction registered.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See Exhibit Index which is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
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
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<PAGE>
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
percent 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 subparagraphs (i) and (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 15(d) of the Securities Exchange Act of
1934 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.
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 (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.
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, 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 Redwood City, State of California on May 28, 1999.
NETOBJECTS, INC.
By: /s/ SAMIR ARORA
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Samir Arora
Chief Executive Officer and President
Each person whose individual signature appears below hereby authorizes and
appoints Samir Arora and Russell F. Surmanek, and each of them, with full power
of substitution and resubstitution and full power to act without the other, as
his or her true and lawful attorney-in-fact and agent to act in his or her name,
place and stead and to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file, any and all
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents amendments to this Registration Statement,
including any and all post-effective amendments and amendments thereto and any
registration statement relating to the same offering as this Registration in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing, ratifying and confirming all that
said attorneys-in-fact and agents or any of them or their and his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated, effective May 28, 1999.
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<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ SAMIR ARORA Chief Executive Officer, President and Director
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Samir Arora
/s/ RUSSELL F. SURMANEK Executive Vice President, Finance and Operations, and Chief
- ------------------------------------ Financial Officer (Principal Financial and Accounting Officer)
Russell F. Surmanek
/s/ JOHN SCULLEY Director
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John Sculley
/s/ LEE A. DAYTON Director
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Lee A. Dayton
/s/ MICHAEL D. ZISMAN Director
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Michael D. Zisman
/s/ ROBERT G. ANDEREGG Director
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Robert G. Anderegg
/s/ CHRISTOPHER M. STONE Director
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Chistopher M. Stone
</TABLE>
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EXHIBIT INDEX
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EXHIBIT NUMBER EXHIBIT DESCRIPTION
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<S> <C>
4.1* Amended and Restated 1997 Stock Option Plan
4.2* 1997 Special Stock Option Plan
4.3* Amended 1999 Employee Stock Purchase Plan
5.1 Opinion of McCutchen, Doyle, Brown & Enersen, LLP
23.1 Consent of McCutchen, Doyle, Brown & Enersen, LLP (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney (included on the signature page hereto)
</TABLE>
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* Incorporated by reference to the Company's Registration Statement on Form
S-1, as amended, filed with the Securities and Exchange Commission on
February 5, 1999.
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EXHIBIT 5.1
May 28, 1999
NetObjects, Inc.
301 Galveston Drive
Redwood City, CA 94063
REGISTRATION ON FORM S-8
Dear Ladies and Gentlemen:
We have acted as counsel to NetObjects, Inc., a Delaware corporation (the
"Company"), in connection with its registration statement on SEC Form S-8 of the
public offering of up to 5,162,100 shares of common stock, par value $.01 per
share (the "Common Stock"), under the Company's Amended and Restated 1997 Stock
Option Plan, 1997 Special Stock Option Plan and Amended 1999 Employee Stock
Purchase Plan (the "Plans").
In this regard, we have examined the Company's Restated Certificate of
Incorporation and Bylaws, each as amended to date, and records of meetings of
and written consents by the stockholders and the directors of the Company. In
addition, we have made such examinations of matters of law as we deemed
appropriate for purposes of this opinion. As to certain factual matters we deem
relevant to this opinion, we have relied upon a certificate of officers of the
Company and have not sought to independently verify the matters stated therein.
Based upon the foregoing, it is our opinion that the 5,162,100 shares of
Common Stock when issued under the Plans, will be validly issued, fully paid and
non-assessable, and no personal liability will attach to the holders of such
shares by reason of the ownership thereof.
This opinion is rendered solely to you in connection with the registration
of the shares of Common Stock under the Registration Statement.
We consent to being named as counsel to the Company in the registration
statement and to the inclusion of a copy of this opinion letter as an exhibit to
the registration statement. In giving this consent, however, we do not thereby
admit that we are an "expert" within the meaning of the Securities Act of 1933,
as amended.
Very truly yours,
McCUTCHEN, DOYLE, BROWN & ENERSEN, LLP
By: s/
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Alan B. Kalin
A Member of the Firm
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
NetObjects, Inc.
We consent to the incorporation herein by reference of our reports dated
December 21, 1998, except as to Note 1(d), which is as of May 6, 1999, relating
to the consolidated balance sheets of NetObjects, Inc. and subsidiary as of
September 30, 1997 and 1998, and the related statements of operations,
stockholders' deficit, and cash flows for the period from November 21, 1995
(inception) to September 30, 1996, and for each of the years in the two-year
period ended September 30, 1998, and the related consolidated financial
statement schedule, which reports appear in the Form S-1 of NetObjects, Inc.
dated May 7, 1999.
/s/ KPMG LLP
Mountain View, California
May 27, 1999
