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As filed with the Securities and Exchange Commission on October 13, 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
AT HOME CORPORATION
(Exact name of the Registrant as specified in its charter)
Delaware 77-0408542
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
450 Broadway Street
Redwood City, California 94063
(Address of principal executive offices)
At Home Corporation 1997 Equity Incentive Plan
At Home Corporation 1997 Employee Stock Purchase Plan
(Full title of the plans)
Mark A. McEachen
Executive Vice President and Chief Financial Officer
450 Broadway Street
Redwood City, California 94063
(650) 556-5000
(Name, address and telephone number of agent for service)
Copies to:
Gordon K. Davidson, Esq.
Jeffrey R. Vetter, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Shares Amount Aggregate Aggregate Offering Amount of
To Be Registered To Be Registered Price Per Share Price Registration Fee
=========================================================================================================================
<S> <C> <C> <C> <C>
Series A Common Stock,
$0.01 par value 43,000,000 (1) $9.40625 (2) $404,468,750 (2) $106,780
=========================================================================================================================
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(1) Represents 40,000,000 additional shares reserved for issuance upon the
exercise of options granted or to be granted under the Registrant's 1997
Equity Incentive Plan and an additional 3,000,000 shares reserved for
issuance under the Registrant's 1997 Employee Stock Purchase Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h)(1) and 457(c) under the Securities Act, based
on the average of the high and low prices of the Registrant's Series A
common stock as reported by the Nasdaq National Market on October 12, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
For the purposes of this registration statement, the terms "we," "our" and
"us" refers to At Home Corporation, a Delaware corporation.
INCORPORATION OF PREVIOUS REGISTRATION STATEMENTS.
Pursuant to the General Instructions for E of Form S-8, we are filing this
registration statement with the Securities and Exchange Commission (the
"Commission") to include an additional 40,000,000 shares under the At Home
Corporation 1997 Equity Incentive Plan and an additional 3,000,000 shares under
the At Home Corporation 1997 Employee Stock Purchase Plan, which increases were
approved by the Registrant's Board of Directors on April 18, 2000 and by the
Registrant's stockholders on June 20, 2000. Pursuant to such Instruction E, the
contents of the Registrant's Form S-8 Registration Statement Nos. 333-31115,
333-38833, 333-60037 and 333-79883 are hereby incorporated by reference.
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated into
this registration statement by reference:
(a) Our annual report on Form 10-K, as amended, for the most recently
completed fiscal year;
(b) 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 end of the fiscal year covered by the registrant document referred
to in (a) above; and
(c) The description of our common stock contained in our registration
statement on Form 8-A filed on June 13, 1997 under Section 12(g) of
the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
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Item 8. Exhibits.
The following exhibits are filed with this registration statement or
incorporated into this registration statement by reference:
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Incorporated by Reference
Exhibit ---------------------------------------- Filed
Number Exhibit Description Form File No. Exhibit Filing Date Herewith
------ ------------------------------------------------------------------ ---- --------- ------- ----------- --------
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3.01 The Registrant's Fifth Amended and Restated Certificate of S-8 333-79883 4.01 06/03/99
Incorporation, filed with the Delaware Secretary of State on
May 28, 1999.
3.02 Certificate of Amendment of Fifth Amended and Restated Certificate S-8 333-44780 4.02 08/30/00
of Incorporation, filed with the Delaware Secretary of State on
August 28, 2000.
3.03 The Registrant's Third Amended and Restated Bylaws, adopted as of S-3 333-43156 4.03 09/25/00
August 28, 2000.
4.01 Form of certificate of the Registrant's Series A common stock. S-1 333-27323 4.05 07/08/97
4.02 The Registrant's 1997 Equity Incentive Plan, as amended on X
April 18, 2000.
4.03 The Registrant's 1997 Employee Stock Purchase Plan, as amended X
on April 18, 2000.
5.01 Opinion of Fenwick & West LLP regarding the legality of the X
shares being registered.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01). X
23.02 Consent of Ernst & Young LLP, Independent Auditors. X
24.01 Power of Attorney (see page II-3). X
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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 Redwood City, state of California, on this 13th day of October,
2000.
AT HOME CORPORATION
By: /s/ George Bell
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George Bell
Chief Executive Officer and Chairman
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below and on the next page constitutes and appoints George Bell, Mark A.
McEachen and Megan Pierson, and each of them, his true and lawful attorneys-in-
fact and agents 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 on Form S-8, and to
file the same with all exhibits thereto and all 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 said attorneys-in-
fact and agents or any of them, or his or their substitute or substitutes, may
lawfully do or cause to be done 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 and on the dates indicated.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ George Bell Chief Executive October 13, 2000
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George Bell Officer and Chairman
Principal Financial
and Accounting Officer:
/s/ Mark A. McEachen Executive Vice President and October 13, 2000
---------------------------
Mark A. McEachen Chief Financial Officer
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Signature Title Date
--------- ----- ----
<S> <C> <C>
Additional Directors:
/s/ Thomas A. Jermoluk Director October 13, 2000
---------------------------
Thomas A. Jermoluk
/s/ William R. Hearst III Director October 13, 2000
---------------------------
William R. Hearst III
/s/ C. Michael Armstrong Director October 13, 2000
---------------------------
C. Michael Armstrong
/s/ Mohan Gyani Director October 13, 2000
---------------------------
Mohan Gyani
Director
---------------------------
Frank Ianna
Director
---------------------------
John C. Petrillo
/s/ Edward S. Rogers Director October 13, 2000
---------------------------
Edward S. Rogers
Director
---------------------------
Richard Roscitt
/s/ Daniel E. Somers Director October 13, 2000
---------------------------
Daniel E. Somers
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EXHIBIT INDEX
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Incorporated by Reference
Exhibit ---------------------------------------- Filed
Number Exhibit Description Form File No. Exhibit Filing Date Herewith
------ ------------------------------------------------------------------ ---- --------- ------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
3.01 The Registrant's Fifth Amended and Restated Certificate of S-8 333-79883 4.01 06/03/99
Incorporation, filed with the Delaware Secretary of State on
May 28, 1999.
3.02 Certificate of Amendment of Fifth Amended and Restated Certificate S-8 333-44780 4.02 08/30/00
of Incorporation, filed with the Delaware Secretary of State on
August 28, 2000.
3.03 The Registrant's Third Amended and Restated Bylaws, adopted as of S-3 333-43156 4.03 09/25/00
August 28, 2000.
4.01 Form of certificate of the Registrant's Series A common stock. S-1 333-27323 4.05 07/08/97
4.02 The Registrant's 1997 Equity Incentive Plan, as amended on X
April 18, 2000.
4.03 The Registrant's 1997 Employee Stock Purchase Plan, as amended X
on April 18, 2000.
5.01 Opinion of Fenwick & West LLP regarding the legality of the shares X
being registered.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01). X
23.02 Consent of Ernst & Young LLP, Independent Auditors. X
24.01 Power of Attorney (see page II-3). X
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