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As filed with the Securities and Exchange Commission on July 21, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LEAPNET, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware 36-4079500
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
420 West Huron Street, Chicago, Illinois 60610
(Address of Principal Executive Offices)
Leapnet Employee Incentive Compensation Plan
(Full Title of the Plans)
----------------------------------------------
Robert M. Figliulo
Vice Chairman and Chief Executive Officer
Leapnet, Inc.
420 West Huron Street
Chicago, Illinois 60610
(Name and Address of Agent for Service)
(312) 528-2900
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
John R. Hempill, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, NY 10104
(212) 468-8000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be to be Offering Price Aggregate Offering Registration
Registered Registered Per Share(1) Price(1) Fee
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share 5,000,000(2) $2.63 $13,150,000 $3,472
=================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as
amended, the proposed maximum offering price per share and the proposed
aggregate maximum offering price have been determined on the basis of the
high and low prices quoted on Nasdaq National Market on July 17, 2000.
(2) Represents the number of additional shares that may be issued under the
Leapnet Employee Incentive Compensation Plan.
================================================================================
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended, this Registration Statement is filed to register 5,000,000
additional shares of Common Stock, $.01 par value per share, of Leapnet, Inc.
(the "Registrant") reserved for issuance under the terms of the Company's
Employee Incentive Compensation Plan, as amended.
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference herein:
(1) The contents of the Registrant's Registration Statement on Form S-8,
Commission File No. 333-24389, including exhibits thereto, are hereby
incorporated by reference into this Registration Statement, except as
the same may be modified by the information set forth herein.
(2) The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2000.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 2000.
(4) The Company's two current reports on Form 8-K each dated as of June
12, 2000 and each filed with the Commission on June 12, 2000.
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(5) The Company's Proxy Statement on Schedule 14A dated June 9, 2000 and
filed with the Commission on June 13, 2000, together with all
supplemental material filed thereto.
(6) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed September 4, 1996 pursuant to
Section 12 of the Exchange Act and all amendments thereto and reports
filed for the purpose of updating such description.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement but 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
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
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 Morrison & Foerster LLP.
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP Independent Auditors.
24.1 Power of Attorney (See page 6).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
this Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) 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.
(b) 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.
(c) 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 Commission such indemnification is
against public policy as expressed in the Securities 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 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 of whether such indemnification by it is against public policy as
expressed in the Securities 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, the Company 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 Chicago, State of Illinois, on this 11th day of July, 2000.
LEAPNET, INC.
By: /s/ Robert M. Figliulo
----------------------
Robert M. Figliulo
Vice Chairman, Chief Executive Officer and
Director
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Frederick A. Smith and Robert M. Figliulo, 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 Securities and Exchange Commission 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 this Registration
Statement has been signed by the following persons in the capacities indicated
on July 11, 2000.
<TABLE>
<CAPTION>
Signature Title
____________________________________ ___________________________________
<S> <C>
/s/ Frederick A. Smith Chairman of the Board and Director
-------------------------------------------------------
Frederick A. Smith
/s/ Robert M. Figliulo Vice Chairman of the Board, Chief Executive Officer and
------------------------------------------------------- Director
Robert M. Figliulo (Principal Executive Officer)
/s/ Stephen J. Tober President, Chief Operating Officer and Director
-------------------------------------------------------
Stephen J. Tober
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
/s/ Scott Barnum Director
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Scott Barnum
/s/ Charles F. Moran Director
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Charles F. Moran
/s/ Peter Poli Director
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Peter Poli
/s/ Charles J. Ruder Director
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Charles J. Ruder
/s/ Thomas R. Sharbaugh Director
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Thomas R. Sharbaugh
/s/ Stephen T. Gambill Chief Financial Officer
------------------------------------------------------- (Financial and Accounting Officer)
Stephen T. Gambill
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Auditors.
24.1 Power of Attorney (See page 6).
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