As filed with the Securities and Exchange Commission on July 21, 2000.
File No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
NetObjects, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 94-3233791
(State or Other Jurisdiction (I.R.S. Employee Identification No.)
of Incorporation or Organization)
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
(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)
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Securities Being Registered Amount Being Proposed Maximum Proposed Maximum Amount of
Registered (1) Offering Price Aggregate Registration
Per Unit (2) Offering Price Fee
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1997 Stock Option Plan 3,400,000 $7.58 $25,772,000 $6,804
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Common Stock (par value $.01 per share)
issuable for option grants
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<FN>
(1) Represents 3,400,000 additional shares reserved for issuance upon exercise
of stock options under the Registrant's Amended and Restated 1997 Stock Option
Plan. Shares issuable upon exercise of stock options under the Registrant's 1997
Stock Option Plan were originally registered on a registration statement on Form
S-8 (No. 333- 79669) filed May 28, 1999, which registration statement is
incorporated by reference. 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) 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 July 20, 2000 pursuant to Rule
457(h)(i) and 457(c).
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INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant incorporates by reference into this registration statement
the Registrant's Registration Statement (Registration No. 333-32954) on Form S-8
filed with the Securities and Exchange Commission on March 22, 2000.
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 July 17, 2000.
NETOBJECTS, INC.
By /s/ Samir Arora
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Samir Arora
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Samir Arora as his true and lawful attorney-in-fact and agent to act for him and
on his behalf and in his name, place and stead, and in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
registration statement and any registration statement relating to the same
offering, that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933 (and any amendments thereto), and to file the same, with
exhibits and any and all other documents filed with respect thereto, with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) granting unto said attorney-in-fact, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that said attorney-in-fact and agent may lawfully
do or cause to be done by virtue hereof.
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 and on the dates indicated.
Signature Title Date
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/s/ Samir Arora
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Samir Arora Chief Executive Officer July 17, 2000
/s/ Russell F. Surmanek
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Russell F. Surmanek Chief Financial Officer July 17, 2000
/s/ John Sculley
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John Sculley Director July 17, 2000
/s/ Lee A. Dayton
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Lee A. Dayton Director July 17, 2000
/s/ Michael D. Zisman
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Michael D. Zisman Director July 17, 2000
/s/ Robert G. Anderegg
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Robert G. Anderegg Director July 17, 2000
/s/ Blake Modersitzki
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Blake Modersitzki Director July 17, 2000
1
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Exhibit Index
Exhibit Number Exhibit Description
4.1(1) Amended and Restated 1997 Stock Option 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
23.3 Consent of KPMG LLP
24.1 Power of Attorney (See page 4)
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1 Incorporated by reference to the Registrant's Registration Statement on Form
S-1, as amended, filed with the Securities and Exchange Commission on February
5, 1999, as amended and declared effective on May 7, 1999 (No. 333-71893).
2
