Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
MARCHFIRST, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3797833
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
311 SOUTH WACKER DRIVE, SUITE 3500
CHICAGO, ILLINOIS 60606-6618
(Address of Principal Executive Offices) (Zip Code)
1995 INCENTIVE STOCK PLAN
AND
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
AND
2000 SUPPLEMENTAL OPTION ARRANGEMENT
(Full title of the plans)
ROBERT F. BERNARD (312) 922-9200
CHIEF EXECUTIVE OFFICER (Telephone number,
311 SOUTH WACKER DRIVE including area code,
SUITE 3500 of agent for service)
CHICAGO, ILLINOIS 60606-6618
(Name and address of agent for service)
<TABLE>
---------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value 25,000,000 shares(3) $15.82 $395,500,000 $104,412
$.001 per share)(2)
---------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457 of the Securities Act of 1933, based on the
average of the high and low sales prices of a share of Common Stock of the
Registrant on the Nasdaq National Market on May 24, 2000.
(2) Includes an indeterminate number of options to purchase the Common Stock to
be issued under the Plans.
(3) Includes an indeterminate number of shares that may be issuable by reason
of stock splits, stock dividends or similar transactions.
==========================================================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by marchFIRST, Inc. (the "Company"),
are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year
ended December 31, 1999.
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.
(3) The Company's Current Reports on Form 8-K filed on January
26 (as amended by Form 8-K/A filed March 13, 2000), January 28, March 13 and
March 28, 2000.
(4) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12(g) of the 1934 Act.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, 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, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference modifies or supersedes such statement. Any such
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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Ten of the Company's Certificate of Incorporation and
Article Eight of the Company's by-laws provide that the Company shall indemnify
its directors and officers to the full extent permitted by the Delaware General
Corporation Law.
2
<PAGE>
Section 145 of the Delaware General Corporation Law authorizes
a court to award, or a corporation's Board of Directors to grant,
indemnification to directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities arising under
the Securities Act of 1933, as amended (the "1933 Act"). In addition, Article
Eight of the Company's Certificate of Incorporation provides that a director of
the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of his or her fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derives an improper personal benefit.
Reference is made to Section 145 of the General Corporation
Law of the State of Delaware which provides for indemnification of directors and
officers in certain circumstances.
The Company has obtained an insurance policy which will
entitle the Company to be reimbursed for certain indemnity payments it is
required or permitted to make to its directors and officers.
Pursuant to a merger agreement by and among the Company, a
wholly owned subsidiary of the Company and USWeb Corporation ("USWeb/CKS"), the
Company has become obligated to indemnify present and former USWeb/CKS directors
and officers to the full extent of the law; provided however that the
indemnification shall not exceed the greater of the indemnification provided by
USWeb/CKS's Certificate of Incorporation and by-laws as in effect on December
12, 1999 or the indemnification actually provided by USWeb/CKS on December 12,
1999. In addition, for six years the Company will maintain in effect the
USWeb/CKS policies of directors' and officers' liability insurance in effect as
of March 1, 2000 with respect to claims arising from facts or events that occur
on or before the effective date of the merger. The Company is not, however,
required to expend more than 200% of the USWeb/CKS annual premium in effect as
of March 1, 2000 for such insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 Amended and Restated Certificate of Incorporation of the
Company, incorporated herein by reference to Exhibit 3.1(d) to
the Company's Registration Statement on Form S-1 (No.
333-1778).
4.2 Second Amended and Restated Bylaws of the Company,
incorporated herein by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (No. 333-1778).
3
<PAGE>
4.3 Specimen stock certificate representing common stock,
incorporated herein by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-1 (No. 333-36827).
5.1 Opinion of McDermott, Will & Emery as to validity of the
securities being registered.
23.1 Consent of KPMG LLP, independent auditors.
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.3 Consent of McDermott, Will & Emery (included in Exhibit 5.1).
24.1 Power of attorney (included on signature page).
ITEM 9. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement 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.
(b) That, for the purpose of determining any
liability under the Securities Act of 1933 (the "Act"), 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.
(c) 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.
(2) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions
described in Item 6 or otherwise, the registrant has been
advised that in the opinion of the 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.
4
<PAGE>
(3) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to section
13(a) or 15(d) of the Act (and each filing of the 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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Chicago, State of Illinois on May 24, 2000.
marchFIRST, INC.
By: /s/ Robert F. Bernard
------------------------------------------
Robert F. Bernard
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Robert F. Bernard and Bert B. Young and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution, to sign on
his behalf, individually and in each capacity stated below, all amendments and
post-effective amendments to this Registration Statement on Form S-8 and to file
the same, with all exhibits thereto and any other documents in connection
therewith, with the SEC under the Securities Act, granting unto said
attorneys-in-fact and agents 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, as fully and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.
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 indicated on May 24, 2000.
/s/ Robert F. Bernard Chief Executive Officer and
---------------------------------------------Chairman of the Board of Directors
Robert F. Bernard (Principal Executive Officer)
/s/ Edward V. Szofer Director, President and Secretary
---------------------------------------------
Edward V. Szofer
/s/ Bert B. Young Chief Financial Officer and
---------------------------------------------Treasurer (Principal Financial and
Bert B. Young Accounting Officer)
/s/ Paul D. Carberry Director
---------------------------------------------
Paul D. Carberry
6
<PAGE>
/s/ Mark D. Kvamme Director
---------------------------------------------
Mark D. Kvamme
/s/ Joseph Marengi Director
---------------------------------------------
Joseph Marengi
/s/ W. Barry Moore Director
---------------------------------------------
W. Barry Moore
/s/ David P. Storch Director
---------------------------------------------
David P. Storch
/s/ John R. Torell III Director
---------------------------------------------
John R. Torell III
7
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
NUMBER ----------------------
------
4.1 Amended and Restated Certificate of Incorporation of the
Company, incorporated herein by reference to Exhibit 3.1(d) to
the Company's Registration Statement on Form S-1 (No.
333-1778).
4.2 Second Amended and Restated Bylaws of the Company,
incorporated herein by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (No. 333-1778).
4.3 Specimen stock certificate representing common stock,
incorporated herein by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-1 (No. 333-36827).
5.1 Opinion of McDermott, Will & Emery as to validity of the
securities being registered.
23.1 Consent of KPMG LLP, independent auditors.
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.3 Consent of McDermott, Will & Emery (included in Exhibit 5.1).
24.1 Power of attorney (included on signature page).
8
