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As filed with the Securities and Exchange Commission on September 16, 1999
Registration No. 333___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
USWEB CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 870551650
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
410 TOWNSEND STREET
SAN FRANCISCO, CALIFORNIA 94107
(415) 369-6700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
WARRANTS ISSUABLE UNDER CLOUDBREAK AGREEMENT
(Full title of the plans)
CAROLYN V. AVER
CHIEF FINANCIAL OFFICER
USWEB CORPORATION
410 TOWNSEND STREET
SAN FRANCISCO, CALIFORNIA 94107
(415) 369-6700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
MARK BONHAM, ESQ.
S. MICHAEL SONG, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER SHARE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED ($) (1) PRICE ($) FEE ($) (3)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock underlying unissued warrants 1,363,358 $21.5125(2) $29,329,239 $8,154
==============================================================================================================
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(1) Estimated in accordance with Rule 457(h) of Regulation C solely for the
purpose of calculating the registration fee.
(2) The exercise price of the warrant to be issued under the Cloudbreak
Consulting Agreement is $21.5125 per share.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933, which
requires that the fee be calculated by multiplying the maximum aggregate
offering price amount by 0.000278.
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REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the Securities
and Exchange Commission (the "Commission") by USWeb Corporation (the "Company")
are hereby incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December 31,
1998, filed pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(b) The Company's Quarterly Report on Form 10-Q for the quarters ended March
31, 1999 and June 30, 1999, filed pursuant to the Exchange Act.
(c) The Company's post-effective Amendment No. 8 to its Registration Statement
on Form S-4 (File No. 333-38351) filed on April 8, 1999 pursuant to the
Securities Act of 1933, as amended (the "Securities Act").
(d) The Company's post-effective Amendment No. 1 to its Registration Statement
on Form S-8 (File No. 333-74587) filed on April 9, 1999 pursuant to the
Securities Act.
(e) The description of the Company's Common Stock which is contained in the
Company's Registration Statement on Form 8-A, filed pursuant to Section 12 of
the Exchange Act on September 30, 1997, 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 after the date hereof, prior to the
filing of a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then remaining
unsold under this registration statement, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation provides that no director shall be
liable for monetary damages for breach of fiduciary duty as a director, to the
maximum extent permitted by Delaware law. Delaware law provides that directors
of a corporation will not be personally liable for monetary damages for breach
of their fiduciary duties as directors, except for liability (i) for any breach
of their duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.
The Company's Bylaws require indemnification of directors and officers and
gives the Company the power to indemnify each of its employees and agents, to
the maximum extent and in the manner permitted by Delaware law. The Company
believes that indemnification under its Bylaws covers at least negligence and
gross negligence on the part of indemnified parties. The Company's Bylaws also
permit the Company to secure insurance on behalf of any person who is or was an
officer, director, employee or other agent for any liability arising out of his
or her actions in such capacity, regardless of whether the Company would have
the power to indemnify him or her against such liability under the General
Corporation Law of Delaware. The Company currently has secured such insurance on
behalf of its officers and directors.
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The Company has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Company's Bylaws.
Subject to certain conditions, these agreements, among other things, indemnify
the Company's directors and officers for certain expenses (including attorney's
fees), judgments, fines and settlement amounts incurred by any such person in
any action or proceeding, including any action by or in the right of the
Company, arising out of such person's services as a director or officer of the
Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- -------- --------------
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
II-2
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ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
(i) 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.
(ii) That, for the purpose of determining any liability under the
Securities 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.
(iii) 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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.
(3) Insofar as indemnification for liabilities arising under the Securities
Act 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 Exchange 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 Exchange Act and will be governed by the final
adjudication of such issue.
II-3
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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 Santa Clara, State of California, on this 9th day of
September, 1999.
USWEB CORPORATION
By: /s/ CAROLYN V. AVER
--------------------
Carolyn V. Aver,
Executive Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints, jointly and severally, Robert Shaw, Carolyn V.
Aver and Frank Slattery, and each one of them, his true and lawful attorney-in-
fact and agents, each with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all other documents 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
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents or any of them, or
his or her or their substitute or substitutes, may lawfully do or cause to be
done or by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 9th day of September, 1999.
SIGNATURES TITLE
/s/ Mark Kvamme Chairman of the Board and Director
- -----------------------------
Mark Kvamme
Chief Executive Officer (Principal Executive
/s/ Robert W. Shaw Officer) and Director
- -----------------------------
Robert W. Shaw
Executive Vice President, Chief Financial
/s/ Carolyn V. Aver Officer and Secretary (Principal Financial
- ----------------------------- Officer
Carolyn V. Aver
/s/ Thomas Steiner President, Chief Operating Officer and
- ----------------------------- Director
Thomas Steiner
/s/ Robert Hoff Director
- -----------------------------
Robert Hoff
/s/ Joseph Marengi
- ----------------------------- Director
Joseph Marengi
/s/ Klaus Schwab Director
- -----------------------------
Klaus Schwab
/s/ Peter Sealey Director
- -----------------------------
Peter Sealey
/s/ John Torell Director
- -----------------------------
John Torell
II-4
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EXHIBITS.
Exhibit
Number Description
- --------- --------------
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
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EXHIBIT 5.1
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[Letterhead of Wilson Sonsini Goodrich & Rosati]
September 14, 1999
USWeb Corporation
410 Townsend Street
San Francisco, CA 94107
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about September 15, 1999, in
connection with the registration under the Securities Act of 1933, as amended,
of 1,363,358 shares of Common Stock (the "Shares") to be issued pursuant to a
warrant agreement issued under the Cloudbreak Consulting Agreement (the
"Agreement").
As your legal counsel, we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the sale and
issuance of the Shares. It is our opinion that the Shares, when issued and sold
in the manner referred to in the Agreement, will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in said
Registration Statement and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI, P.C.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 25, 1999 relating to the
financial statements, which appears in USWeb Corporation's Annual Report on Form
10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
September 14, 1999
