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As filed with the Securities and Exchange Commission on April 9, 1999
Registration No. 333-74587
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
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
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POST-EFECTIVE AMENDMENT NO. 1
TO
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").
(f) The Company's post-effective amendment no. 7 to its Registration
Statement on Form S-4 (File No. 333-38351) filed on March 31, 1999 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
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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
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* Previously filed with this Registration Statement
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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.
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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 7th day of
April, 1999.
USWEB CORPORATION
By: /s/ TOBIN COREY
--------------------
Tobin Corey
President and Chief
Operating Officer
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 7th day of April, 1999.
SIGNATURES TITLE
- ---------------------------- Chairman of the Board and Director
Mark Kvamme
* Chief Executive Officer (Principal Executive
- ---------------------------- Officer) and Director
Robert W. Shaw
* 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
* Director
- ----------------------------
Robert Hoff
* Director
- ----------------------------
Joseph Marengi
- ---------------------------- Director
Gary Rieschel
* Director
- ----------------------------
Klaus Schwab
POWER OF ATTORNEY
* By: /s/ FRANK SLATTERY
------------------------------------
Frank Slattery, Attorney-in-fact
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EXHIBITS.
Exhibit
Number Description
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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.
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* Previoiusly filed with this Registration Statement.
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EXHIBIT 23.1
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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 which appears on page
39 of USWeb Corporation's Annual Report on Form 10-K for the year ended December
31, 1998. We also consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated 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 Gary Peak Technologies, Inc., which appear in USWeb
Corporation's post-effective amendment no. 7 to its Registration Statement on
Form S-4 (file no. 333-38351).
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
San Jose, California
April 7, 1999
