<PAGE> 1
As filed with the Securities and Exchange Commission on June 18, 1999
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
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MESSAGEMEDIA, INC.
(Exact Name Of Registrant As Specified In Its Charter)
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Delaware 33-0612860
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
6060 SPINE ROAD
BOULDER, CO 80301
(303) 440-7550
(Address Of Principal Executive Offices)
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1995 STOCK PLAN
OPTIONS GRANTED OUTSIDE OF ANY PLAN
(Full Title Of The Plans)
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A. Laurence Jones
President and Chief Executive Officer
MESSAGEMEDIA, INC.
6060 Spine Road
Boulder, CO 80301
(303) 440-7550
(Name, Address, Including Zip Code, And Telephone Number, Including Area Code,
Of Agent For Service)
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Copies to:
Michael L. Platt, Esq.
COOLEY GODWARD LLP
2595 Canyon Blvd., Suite 250
Boulder, CO 80302-6737
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<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (3) PRICE (3) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.001 1,000,000(1) $11.91 $11,910,000 $3,311.00
- ---------------------------------------------------------------------------------------------------------
Common Stock, par
value $.001 1,435,000(2) $6.25 $8,968,750 $2,494.00
- ---------------------------------------------------------------------------------------------------------
Common Stock, par
value $.001 100,000(2) $6.875 $687,500 $192.00
=========================================================================================================
</TABLE>
(1) Consists of 1,000,000 shares issuable under the 1995 Stock Plan
(the "Plan") of MessageMedia, Inc. (the "Registrant").
(2) Consists of shares issuable upon the exercise of options granted outside
of the plan.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and (h)(1) of the Securities
Act of 1933 as amended (the "Securities Act"). The price per share and
aggregate offering price are based upon (a) the actual exercise price
for shares subject to options granted outside of the Plan and (b) shares
issuable under the Plan calculated on the basis of the average of the
high and low prices of Registrant's Common Stock on June 14, 1999 as
reported on the Nasdaq National Market for the 1,000,000 shares subject
to the Plan. The following chart shows the calculation of the
registration fee.
<TABLE>
<CAPTION>
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TYPES OF SHARES NUMBER OF SHARES OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares issuable under
options available for
grant under the Plan 1,000,000 $11.91 $11,910,000
---------------------------------------------------------------------------------------------------
Shares subject to 1,435,000 $6.25 $8,968,750
outstanding stock -----------------------------------------------------------------------
options outside the Plan 100,000 $6.875 $687,500
---------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS
ON FORM S-8 (REGISTRATION NO. 333-24789 AND NO. 333-70831)
The contents of Registration Statements on Form S-8 (Registration No.
333-24789 and No. 333-70831) filed with the Securities and Exchange Commission
on April 8, 1997 and January 20, 1999, respectively, are incorporated by
reference herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby will be passed
upon for Registrant by Cooley Godward LLP, San Diego, California.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement
24 Power of Attorney is contained on the signature pages.
99.1 1995 Stock Plan, as amended. (1)
</TABLE>
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(1) Filed as an exhibit to Registrant's Registration Statement on Form S-8
(No. 333-70831) and incorporated by reference herein.
<PAGE> 4
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 Boulder, State of Colorado, on June 18, 1999.
MESSAGEMEDIA, INC.
By /s/ A. Laurence Jones
-------------------------------------
A. Laurence Jones
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints A. Laurence Jones his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her 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
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, his substitutes or
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ A. Laurence Jones President, Chief Executive Officer June 18, 1999
- ------------------------------------ and Director (Principal Executive
A. Laurence Jones Officer and Principal Financial and
Accounting Officer)
/s/ Bradley A. Feld Co-Chairman of the Board of June 18, 1999
- ------------------------------------ Directors
Bradley A. Feld
/s/ Gerald A. Poch Co-Chairman of the Board of June 18, 1999
- ------------------------------------ Directors
Gerald A. Poch
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
/s/ Dennis J. Cagan Director June 18, 1999
- ------------------------------------
Dennis J. Cagan
/s/ R. Terry Duryea Director June 18, 1999
- ------------------------------------
R. Terry Duryea
/s/ Ronald D. Fisher Director June 18, 1999
- ------------------------------------
Ronald D. Fisher
/s/ Pamela H. Patsley Director June 18, 1999
- ------------------------------------
Pamela H. Patsley
/s/ Gary E. Rieschel Director June 18, 1999
- ------------------------------------
Gary E. Rieschel
/s/ Lee H. Stein Director June 18, 1999
- --------------------------------------------
Lee H. Stein
</TABLE>
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement
24 Power of Attorney is contained on the signature pages.
99.1 1995 Stock Plan, as amended. (1)
</TABLE>
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(1) Filed as an exhibit to Registrant's Registration Statement on Form S-8
(No. 333-70831) and incorporated by reference herein.
<PAGE> 1
EXHIBIT 5.1
[COOLEY GODWARD LETTERHEAD]
June 18, 1999
MESSAGEMEDIA, INC.
6060 Spine Road
Boulder, Colorado 80301
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by MESSAGEMEDIA, Inc., a Delaware corporation (the "Company"),
of a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission, covering the offering of an aggregate of up
to 2,535,000 shares of the Company's Common Stock, $.001 par value (the
"Shares"), including 1,000,000 shares issuable pursuant to the Company's 1995
Stock Plan (the "Plan") and 1,535,000 shares issuable pursuant to outstanding
options granted outside of the Plan (the "Non-Plan Option Agreements").
In connection with this opinion, we have examined and relied upon the
Registration Statement and related prospectus, the Plan, the Non-Plan Option
Agreements, the Company's Certificate of Incorporation and Bylaws, as amended,
and the originals or copies certified to our satisfaction of such records,
documents, certificates, memoranda and such other instruments as in our judgment
are necessary or appropriate to enable us to render the opinion expressed below.
We have assumed the genuineness and authenticity of all documents submitted to
us as originals, the conformity to originals of all documents submitted to us as
copies thereof and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when issued and sold in accordance with the Plan or the
Non-Plan Option Agreements, as applicable, the Registration Statement and the
related prospectus, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
/s/ D. BRADLEY PECK
- --------------------------
D. Bradley Peck
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1995 Stock Plan and Options Granted Outside of Any
Plan of MessageMedia, Inc. of our report dated February 2, 1999, except for
Note 12, for which the date is March 26, 1999, with respect to the financial
statements included in its Annual Report on Form 10-K for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Diego, California
June 15, 1999
