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As filed with the Securities and Exchange Commission on January 20, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERVU INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0680870
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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6815 FLANDERS DRIVE, SUITE 150
SAN DIEGO, CALIFORNIA 92121
(858) 623-8400
(Address of principal executive offices, including
zip code, and telephone number)
THE 1998 STOCK OPTION PLAN OF INTERVU INC.
(Full title of the plan)
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<TABLE>
<CAPTION>
Copies to:
<S> <C>
HARRY E. GRUBER
CHIEF EXECUTIVE OFFICER SCOTT N. WOLFE, ESQ.
INTERVU INC. LATHAM & WATKINS
6815 FLANDERS DRIVE, SUITE 150 701 "B" STREET, SUITE 2100
SAN DIEGO, CALIFORNIA 92121 SAN DIEGO, CALIFORNIA 92101
(858) 623-8400 (619) 236-1234
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Maximum
Amount Proposed Maximum Aggregate Amount of
Title of Securities to be Offering Price Offering Registration
to be Registered Registered(1)(2) Per Share Price Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 1,000,000 $20.875 - $109.625(3) $60,892,818.76 $16,075.70
- ---------------------------------------------------------------------------------------------------------------------
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(1) This Registration Statement on Form S-8 covers 1,000,000 additional
shares of common stock ("Common Stock") available for issuance under The
1998 Stock Option Plan of InterVU Inc. (the "Plan"), pursuant to an
amendment of the Plan approved by the stockholders of the registrant on
October 20, 1999. The Plan authorizes the issuance of a maximum of
3,000,000 shares of Common Stock. However, the offer and sale of
2,000,000 shares of Common Stock under the Plan, which have been or may
be issued upon exercise of options under such plan, have previously been
registered pursuant to Form S-8 Registration Statement No. 333-61853.
(2) Pursuant to Rule 416(a), this Registration Statement shall also cover
any additional shares of the registrant's Common Stock that become
issuable under the Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without receipt
of consideration that increases the number of the registrant's
outstanding shares of Common Stock.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457. The price per share and aggregate
offering price are based upon (a) the actual exercise price for shares
subject to outstanding stock options previously granted under the Plan
and (b) the average of the high and low sales prices of the registrant's
common stock on January 18, 2000, as reported on the Nasdaq National
Market, for shares issuable upon exercise of options not yet granted
under the Plan. The following chart shows the calculation of the
registration fee:
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<TABLE>
<CAPTION>
Offering
Number Price per Aggregate
Type of Shares of Shares Share Offering Price
-------------- --------- ----- --------------
<S> <C> <C> <C>
Common Stock issuable pursuant to 15,000 $ 28.6250 $ 429,375.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 4,500 $ 29.9375 $ 134,718.75
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 256,793 $ 33.1250 $ 8,506,268.13
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 20,000 $ 37.1250 $ 742,500.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 22,000 $ 37.7500 $ 830,500.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 34,000 $ 37.8125 $ 1,285,625.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 6,500 $ 39.0000 $ 253,500.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 8,000 $ 39.5000 $ 316,000.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 45,000 $ 40.0000 $ 1,800,000.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 37,900 $ 43.5000 $ 1,648,650.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 4,500 $ 45.5000 $ 204,750.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 10,000 $ 47.5625 $ 475,625.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 5,500 $ 50.0000 $ 275,000.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 550 $ 51.1250 $ 28,118.75
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 77,600 $ 53.8125 $ 4,175,850.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 5,000 $ 54.0000 $ 270,000.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 13,800 $ 57.5625 $ 794,362.50
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 11,300 $ 62.0625 $ 701,306.25
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 4,800 $ 62.6875 $ 300,900.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 800 $ 63.0000 $ 50,400.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 3,000 $ 63.1250 $ 189,375.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 9,000 $ 64.5000 $ 580,500.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 6,800 $ 64.7500 $ 440,300.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 400 $ 68.0000 $ 27,200.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 9,000 $ 69.6875 $ 627,187.50
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 6,000 $ 71.1250 $ 426,750.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 11,000 $ 73.8750 $ 812,625.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 5,000 $ 77.5000 $ 387,500.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 4,500 $ 79.0000 $ 355,500.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 23,500 $ 82.5000 $ 1,938,750.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 7,000 $ 95.0625 $ 665,437.50
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 16,500 $ 97.4688 $ 1,608,235.20
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 4,500 $ 97.7500 $ 439,875.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock issuable pursuant to 1,000 $ 109.6250 $ 109,625.00
outstanding options under The 1998 Stock
Option Plan of InterVU Inc.
Common Stock available for grant under The 309,257 $ 93.9688 $29,060,509.18
1998 Stock Option Plan of InterVU Inc.
</TABLE>
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2
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This Registration Statement on Form S-8 registers the offer and sale of
an additional 1,000,000 shares of common stock of InterVU Inc. (the "Company")
for issuance under The 1998 Stock Option Plan of InterVU Inc. In accordance with
Instruction E to Form S-8, the contents of the prior Registration Statement File
No. 333-61853 are hereby incorporated by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates the following documents in this
Registration Statement by reference:
1. Annual Report on Form 10-K for the fiscal year ended December
31, 1998 filed with the Securities and Exchange Commission (the
"Commission") on March 30, 1999;
2. Quarterly Report on Form 10-Q for the quarter ended March 31,
1999, filed with the Commission on May 17, 1999;
3. Quarterly Report on Form 10-Q for the quarter ended June 30,
1999, filed with the Commission on August 16, 1999;
4. Quarterly Report on Form 10-Q for the quarter ended September
30, 1999, filed with the Commission on November 15, 1999;
5. All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the filing of the Annual Report on Form 10-K; and
6. The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A, filed with the
Commission on November 20, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date this Registration Statement
is filed with the Commission and 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 in this Registration Statement and to be a part of it
from the respective dates of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
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 other
subsequently filed document which also is or is deemed to be incorporated by
reference herein 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 8. EXHIBITS.
5.1 Opinion of Latham & Watkins.
23.1 Consent of Ernst & Young LLP, Independent Accountants.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page hereto).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Diego, State of California, on January 20,
2000.
InterVU Inc.
By: /s/ HARRY E. GRUBER
------------------------
Harry E. Gruber
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Harry E. Gruber his true and lawful
attorney-in-fact, acting alone, with full power of substitution and
resubstitution 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 to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, hereby
ratifying and confirming all that said attorney-in-fact or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ HARRY E. GRUBER Chairman of the Board and Chief January 20, 2000
- ------------------------------------ Executive Officer (Principal
Harry E. Gruber Executive Officer)
/s/ KENNETH L. RUGGIERO Vice President and Chief January 20, 2000
- ------------------------------------ Financial Officer (Principal
Kenneth L. Ruggiero Financial Officer and Principal
Accounting Officer)
/s/ EDWARD DAVID Director January 20, 2000
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Edward David
/s/ MARK DOWLEY Director January 20, 2000
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Mark Dowley
/s/ ALAN Z. SENTER Director January 20, 2000
- ------------------------------------
Alan Z. Senter
/s/ J. WILLIAM GRIMES Vice Chairman January 20, 2000
- ------------------------------------
J. William Grimes
/s/ ISAAC WILLIS Director January 20, 2000
- ------------------------------------
Isaac Willis
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
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<S> <C>
5.1 Opinion of Latham & Watkins.*
23.1 Consent of Ernst & Young LLP, Independent Accountants.*
23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).*
24.1 Power of Attorney (included on signature page hereto).*
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* Filed herewith.
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EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
January 20, 2000
InterVU Inc.
6815 Flanders Drive
San Diego, California 92121
Re: Form S-8 Registration Statement;
1,000,000 Shares of Common Stock
Ladies and Gentlemen:
In connection with the registration by InterVU Inc., a Delaware
corporation (the "Company"), of 1,000,000 shares of common stock, par value
$.001 per share (the "Shares"), of the Company to be issued pursuant to The 1998
Stock Option Plan of InterVU Inc. (the "1998 Plan") under the Securities Act of
1933, as amended (the "Act"), on a Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on January 20, 2000 (as amended from time
to time, the "Registration Statement"), you have requested our opinion with
respect to the matters set forth below.
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or any other laws, or as to any matters of
municipal law or the laws of any other local agencies within the state.
Subject to the foregoing, it is our opinion that as of the date
hereof the Shares have been duly authorized, and, upon the issuance of and
payment for the Shares in accordance with the terms set forth in the 1998 Plan,
the Shares will be validly issued, fully paid and nonassessable.
<PAGE> 2
LATHAM & WATKINS
InterVU Inc.
January 20, 2000
Page 2
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG, INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to The 1998 Stock Option Plan of InterVU Inc. of our report
dated February 12, 1999 (except for the last paragraph of Note 6, as to which
the date is March 19, 1999), with respect to the financial statements and
schedule of InterVU Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Diego, California
January 17, 2000
