<PAGE>
As filed with the Securities and Exchange Commission on March 17, 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)
2880 LAKESIDE DRIVE, SUITE 300
SANTA CLARA, CALIFORNIA 95054
(408) 987-3200
(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)
ROBERT W. SHAW
CHIEF EXECUTIVE OFFICER
USWEB CORPORATION
2880 LAKESIDE DRIVE, SUITE 300
SANTA CLARA, CALIFORNIA 95054
(408) 987-3200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
MARK BONHAM, ESQ.
KEVIN GALLIGAN, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================
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 ($) (4)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock underlying outstanding warrants 1,250,000 $ 20.00(2) $25,000,000 $6,950
Common Stock underlying unissued warrants 775,000 $ 37.38(3) $28,969,500 $8,054
----------- ------- ----------- ------------
$15,004
=========================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(h) of Regulation C solely for the
purpose of calculating the registration fee.
(2) The weighted average exercise price of outstanding warrants issued under
the Cloudbreak Consulting Agreement is $20.00 per share.
(3) The closing price of the Common Stock as reported on Nasdaq on March 12,
1999, was $37.38 per share.
(4) 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.
<PAGE>
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, as amended, on Form 10-K/A for the year
ended December 31, 1997, 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 quarter ended
March 31, 1998, filed pursuant to the Exchange Act.
(c) The Company's Current Report on Form 8-K filed pursuant to the
Exchange Act on March 13, 1998.
(d) The Company's Quarterly Report, as amended on Form 10Q/A for the
quarter ended June 30, 1998, filed pursuant to the Exchange Act.
(e) The Company's Quarterly Report, as amended on Form 10Q/A for the
quarter ended September 30, 1998, filed pursuant to the Exchange Act.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.
(f) The Company's post-effective amendment no. 6 to its Registration
Statement on Form S-4 (File No. 333-38351) filed on December 24, 1998 pursuant
to the Securities Act of 1933, as amended.
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
<PAGE>
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.
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
<PAGE>
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
<PAGE>
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 16th day of
March, 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 16th day of March, 1999.
SIGNATURES TITLE
- ---------------------------- Chairman of the Board and Director
Mark Kvamme
/s/ ROBERT W. SHAW Chief Executive Officer (Principal Executive
- ---------------------------- Officer) and Director
Robert W. Shaw
/s/ CAROLYN V. AVER Executive Vice President, Chief Financial
- ---------------------------- Officer and Secretary (Principal Financial
Carolyn V. Aver Officer)
/s/ TOBIN COREY President, Chief Operating Officer and Director
- ----------------------------
Tobin Corey
/s/ JOSEPH FIRMAGE Director
- ----------------------------
Joseph Firmage
/s/ ROBERT HOFF Director
- ----------------------------
Robert Hoff
/s/ JOSEPH MARENGI Director
- ----------------------------
Joseph Marengi
- ---------------------------- Director
Gary Rieschel
/s/ KLAUS SCHWAB Director
- ----------------------------
Klaus Schwab
/s/ THOMAS SUITER Director
- ----------------------------
Thomas Suiter
II-4
<PAGE>
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).
<PAGE>
EXHIBIT 5.1
-----------
[Letterhead of Wilson Sonsini Goodrich & Rosati]
March 17, 1999
USWeb Corporation
2880 Lakeside Drive, Suite 300
Santa Clara, CA 95054
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 March 17, 1999, in
connection with the registration under the Securities Act of 1933, as amended,
of 2,025,000 shares of Common Stock (the "Shares") to be issued pursuant to
warrant agreements issued or to be issued under the Cloudbreak Consulting
Agreement (collectively, the "Agreements").
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 Agreements, 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.
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of USWeb Corporation of our reports dated January 20,
1998, except as to the pooling of interests with CKS Group, Inc. which is as of
December 17, 1998, related to the consolidated financial statements, and the
supplemental consolidated financial statements of USWeb Corporation, September
17, 1997 related to the financial statements of USWeb San Francisco, September
12, 1997 related to the financial statements of USWeb Milwaukee, September 17,
1997 related to the financial statements of USWeb LA Metro, September 18, 1997
related to the financial statements of USWeb Atlanta, September 18, 1997 related
to the financial statements of USWeb DC, September 18, 1997 related to the
financial statements of USWeb Pittsburgh, October 31, 1997 related to the
financial statements of USWeb Chicago Metro, October 31, 1997 related to the
financial statements of USWeb Hollywood (formerly KandH, Inc.), October 29, 1997
related to the financial statements of USWeb Hollywood (formerly DreamMedia,
Inc.), October 17, 1997 related to the financial statements of USWeb Marin,
October 31, 1997 related to the financial statements of USWeb Long Island,
October 24, 1997 related to the financial statements of USWeb Detroit, October
15, 1997 related to the financial statements of USWeb San Mateo, October 31,
1997 related to the financial statements of USWeb LA Central, November 4, 1997
related to the financial statements of USWeb Houston, November 4, 1997 related
to the financial statements of USWeb New York Central (formerly Reach Networks,
Inc.), March 24, 1998 related to the financial statements of
Inter.logic.studios, inc., March 27, 1998 related to the financial statements of
Quest Interactive Media, Inc., March 27, 1998 related to the financial
statements of Ensemble Corporation, April 15, 1998 related to the financial
statements of Ikonic Interactive, Inc., March 26, 1998 related to the financial
statements of USWeb San Jose, and April 17, 1998 related to the financial
statements of Gray Peak Technologies, Inc., which appear in USWeb Corporation's
post-effective amendment No. 6 to its Registration Statement on Form S-4.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
March 17, 1999
