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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 1999
REGISTRATION NO. 333-73123
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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HOMECOM COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 58-2153309
(State of incorporation) (I.R.S. Employer Identification No.)
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BUILDING 14, SUITE 100
3535 PIEDMONT ROAD
ATLANTA, GEORGIA 30305
(404) 237-4646
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
HARVEY SAX
CHIEF EXECUTIVE OFFICER
HOMECOM COMMUNICATIONS, INC.
BUILDING 14, SUITE 100
ATLANTA, GEORGIA 30305
(404) 237-4646
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
RAYMOND L. MOSS
SIMS MOSS KLINE & DAVIS LLP
400 NORTHPARK TOWN CENTER, SUITE 310
1000 ABERNATHY ROAD, N.E.
ATLANTA, GEORGIA 30328
(770) 481-7200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement until March 24,
2001, or until such earlier time that all of the shares registered hereunder
have been sold.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE(2) REGISTRATION FEE(3)
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Common Stock, par value $0.0001 per
share............................ 626,087 shares $5.09375 $3,189,131 $886.57
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(1) The shares of common stock set forth in the Calculation of Registration Fee
Table, and which may be offered pursuant to this Registration Statement,
includes, pursuant to Rule 416 of the Securities Act of 1933, as amended,
such additional number of shares of the Registrant's common stock that may
become issuable as a result of any stock split, stock dividend or similar
event.
(2) Estimated solely for the purpose of computing the amount of the registration
fee, based on the average of the high and low prices for the Company's
common stock as reported on the Nasdaq SmallCap Market(TM) on February 23,
1999, in accordance with Rule 457 under the Securities Act of 1933.
(3) Previously Paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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PROSPECTUS
SUBJECT TO COMPLETION, DATED JUNE 1, 1999
626,087 Shares
HOMECOM COMMUNICATIONS, INC.
Common Stock
THE SHARES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU
SHOULD CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED BEGINNING ON PAGE 2 IN
DETERMINING WHETHER TO PURCHASE SHARES OF HOMECOM.
These shares of common stock are being offered by three selling
shareholders, Daniel Delity, David Frank, and Jim Ellsworth. We issued the
shares to the selling shareholders in connection with the acquisition of FIMI
Securities, Inc., All Things Financial, Inc., First Institutional Marketing,
Inc., and Premier Financial Services, Inc. on March 24, 1999. The selling
shareholders may sell these shares from time to time:
- on the over-the-counter market;
- in transactions directly with market makers; or
- in privately negotiated transactions.
We will not receive any portion of the proceeds from the sale of these
shares.
HomeCom's common stock is quoted on the Nasdaq SmallCap Market(TM) under
the symbol HCOM.
The selling shareholders will determine the price of the shares independent
of HomeCom. On May 25, 1999, the last sale price of the common stock on the
Nasdaq SmallCap Market(TM) was $5.9688 per share.
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UNDERWRITING DISCOUNTS PROCEEDS TO SELLING
PRICE TO PUBLIC AND COMMISSION SHAREHOLDERS
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Per Share........................
Total............................ See text above See text above See text above
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
The date of this prospectus is June 1, 1999
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TABLE OF CONTENTS
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PAGE
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SUMMARY..................................................... 1
RISK FACTORS................................................ 2
USE OF PROCEEDS............................................. 10
ISSUANCE OF SHARES TO SELLING SHAREHOLDERS.................. 11
PLAN OF DISTRIBUTION........................................ 11
SELLING SHAREHOLDERS........................................ 12
LEGAL MATTERS............................................... 13
EXPERTS..................................................... 13
WHERE YOU CAN FIND MORE INFORMATION......................... 13
INFORMATION INCORPORATED BY REFERENCE....................... 14
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We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You should
not rely on any unauthorized information. This prospectus does not offer to sell
or buy any shares in any jurisdiction in which it is unlawful. The information
in this prospectus is current as of the date on the cover.
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SUMMARY
HomeCom Communications, Inc. specializes in Internet application solutions
for the financial services market, providing all of the professional services
and technology necessary to develop and integrate an online marketplace. In
addition, HomeCom offers several products designed for e-commerce in the
financial services industry, which includes Personal Internet Banker(TM),
("PIB"), Harvey(TM), InsureRate(TM), and its Internet Security Services
Division.
As used in this prospectus, HomeCom refers to HomeCom Communications, Inc.,
a Delaware corporation, and its wholly owned subsidiaries. HomeCom was
incorporated on December 2, 1994, under the laws of Delaware. Our principal
executive offices are located at Building 14, Suite 100, 3535 Piedmont Road,
Atlanta, Georgia 30305 and our telephone number is (404) 237-4646.
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RISK FACTORS
WE HAVE A LIMITED OPERATING HISTORY
We have a limited operating history. Our growth plans are subject to the
risks, expenses, and uncertainties frequently encountered by young companies
that operate exclusively in the new and evolving markets for internet products
and services. If we fail to achieve our growth plans, our prospects, and the
market for our shares, will be adversely affected. Successfully implementing our
growth plans depends on the following factors:
- Our ability to attract, retain, and motivate qualified people;
- Our ability to upgrade and commercialize products and services;
- Our ability to effectively integrate the technology and operations of
businesses or technologies we have acquired; and
- Our development or acquisition of services or products equal or superior
to those of our competitors.
WE EXPECT TO INCUR CONTINUED LOSSES
As of March 31, 1999, we had an accumulated deficit of approximately $8.1
million. We expect to continue to experience significant losses on a quarterly
and annual basis for at least the next 6-12 months. This will be primarily due
to increased sales and marketing, product development, customer service and
support, and operating costs incurred in support of our product and service
offerings. If we cannot generate sufficient revenues to offset our operating
expenses, our business and operating results will continue to be materially
adversely affected.
WE WILL REQUIRE ADDITIONAL CAPITAL TO FINANCE OUR OPERATING LOSSES AND CAPITAL
REQUIREMENTS
We have incurred substantial operating losses, and we expect to utilize
substantial sums of cash in our operations for at least the next 12 months. We
may also need to spend significant amounts of cash to:
- fund continued growth, and offset operating losses;
- take advantage of unanticipated opportunities, such as major strategic
alliances or other special marketing opportunities, acquisitions of
complementary businesses or assets, or the development of new products;
or
- react to unanticipated developments or competitive pressures.
If we exhaust our current sources of capital and are not able to obtain
additional capital, we will be required to undertake steps to continue our
operations. These may include immediate reduction of our operating costs and
other expenditures, including potential reductions of personnel and suspension
of salary increases and capital expenditures. If these actions are still not
sufficient, we may elect to implement other cost reduction actions. These
actions may limit our opportunities to realize continued increases in sales, and
we may not be able to reduce our costs and amounts sufficient to achieve
break-even or profitable results. If we exhaust our sources of capital and
subsequent cost
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reduction measures are not sufficient to allow us to achieve break-even or
profitable results, we may be forced to seek protection from our creditors.
OUR MARGINS MAY CONTINUE TO DECLINE DUE TO PRICE EROSION
The market for internet and intranet products and services is highly
competitive and is characterized by significant pressures to reduce prices,
incorporate new capabilities, and accelerate completion schedules. This increase
in competition has resulted in significant price competition, which in turn has
resulted in significant reductions in the average selling price of many of our
products and services, including our web site development and hosting services.
We have not been able to offset the effects of price reductions through an
increase in the number of our customers, higher revenue from enhanced services,
or cost reductions, and we expect that our margins may continue to decline. This
decline, if it continues, will negatively affect our results, and may negatively
affect the market for our shares. Our gross margins for each of the past two
years have been approximately 20%, which represents a significant decline from
the gross margins we achieved for the same period in 1996 of approximately 63%.
There are no substantial barriers to entry in our market, and we expect
that competition will continue to intensify. In addition, we compete with many
other companies that have longer operating histories, longer customer
relationships, and substantially greater financial, management, technical
development sales, marketing, and other resources. Many nationally known
companies and regional local companies across the country are involved in
intranet and intranet applications, including the development and support of web
sites and internet applications, and the number of these companies is
increasing.
WE DEPEND UPON CONTINUED GROWTH IN USE OF THE INTERNET
Our future success is dependent upon continued growth in the use of the
internet and the web. The internet may not prove to be a viable commercial
marketplace for many reasons, including:
- lack of acceptable security technologies,
- potentially inadequate development of the necessary infrastructure, or
- timely development and commercialization of performance improvements.
If the internet continues to experience significant growth in the number of
users and level of services, the internet infrastructure may not be able to
support the demands placed upon it, and the performance and reliability of the
web may be adversely affected.
OUR STOCK PRICE MAY BE VOLATILE
The trading price of our shares has been, and may continue to be, subject
to wide fluctuations. During 1998, the closing sale prices of our shares on the
Nasdaq SmallCap Market(TM) ranged from $1.13 to $18.25. The stock price may
fluctuate in response to a number of events and factors such as:
- quarterly variations in operating results,
- announcements of technological innovations or new products and media
products by us or our competitors,
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- changes in financial estimates and recommendations by securities
analysts,
- the operating and stock price performance of other companies that
investors view as comparable, and
- news reports related to trends in our markets.
In addition, the stock market in general and the market prices for
internet-related companies in particular have experienced extreme volatility and
often have been unrelated to the operating performance of those companies. These
broad market and industry fluctuations may adversely affect the price of the
stock regardless of our operating performance.
WE MAY NOT PROPERLY MANAGE OUR GROWTH
Our growth has placed a significant strain on our managerial, operational
and financial resources. To manage our growth, we must continue to implement and
improve our operational and financial systems and to expand, train, and manage
our employee base. Our systems, procedures or controls may not be adequate to
support our operations. Our management may not be able to achieve the rapid
execution necessary to support our market opportunity. Any failure to
effectively manage growth could have a material adverse effect on our business,
operating results, or financial condition.
WE MAY NOT PROPERLY HANDLE THE RISKS ASSOCIATED WITH ACQUISITIONS
As part of our business strategy, we have completed several acquisitions
and expect to enter into additional business combinations to further our goal to
become a leading provider of Internet software solutions for the financial
services industry. Acquisition transactions are accompanied by many risks, and
we may not be successful in addressing one or more of these risks. These risks
include:
- the difficulty of assimilating the operations and personnel of the
acquired companies;
- the difficulties of managing geographically separate business units;
- the difficulty of incorporating acquired technology or content and rights
into our product and services;
- unanticipated expenses relating to technology integration;
- the maintenance of uniform standards, controls, procedures, and policies;
and
- the impairment of relationships with employees and customers as a result
of any integration or management changes.
Since February 1999, we have completed two acquisitions which have added
approximately 35 employees to HomeCom
WE DEPEND ON KEY PERSONNEL
We depend upon the continued services of our senior management for our
continued success. The loss of any member of senior management, such as Harvey
Sax, Daniel A. Delity, David B. Frank, or James Wm. Ellsworth, could have a
serious negative impact
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upon our business and operating results. This is particularly true in the case
of senior management of the companies acquired from the selling shareholders,
where senior management of these companies has been retained following the
acquisition of these companies. We can provide no assurances that we will be
able to retain our senior management or other key personnel. Although we have
entered into employment agreements with each of executive officers that contain
non-competition and nondisclosure provisions, our ability to benefit from them
is uncertain because these provisions are typically limited in geographic scope
and time, and may not effectively prohibit competition due to the global nature
of the internet.
OUR AVERAGE SALES CYCLE MAY LENGTHEN
Our development and implementation of interactive web sites and intranet
software applications involves a lengthy sales cycle, which can be as long as
six to nine months. Extensive web sites, development or licensing of our
products may also involve substantial commitment of capital by potential
customers as well as the attendant delays frequently associated with approving
larger capital expenditures and reviewing new technologies that affect key
operations. If our average sales cycle continues to lengthen, we will face
increased costs, potentially lower profit margins and a potential inability to
achieve our target and sales goals.
WE MAY INCUR LOSSES FROM DEFECTS IN OUR PRODUCTS AND SERVICES
Web site services and other services based on software and computing
systems frequently encounter development and completion delays. Software may
contain undetected errors or failures when introduced, especially in the case of
web sites when the volume of traffic on the site increases. Errors found in the
software, underlying web site, or other project may result in delays in
completion, commercial release, or acceptance of the software, web site, or
other project. In addition, we may incur unanticipated additional costs in order
to cure any defect or be obligated to refund money paid to us or pay for damages
caused by any delay or defect. Applications or products developed by us may
contain undetected errors or failures when first introduced. If software errors
are discovered after introduction, we could experience delays and lost revenues
during the period required to correct these errors. Despite our best efforts to
the contrary, errors may be found in new applications, products, or releases
after the commencement of installation or shipment. These problems can result in
losses, or in delays in receiving revenues.
WE MAY INCUR LOSSES FROM SECURITY RISKS
Our software and equipment is vulnerable to computer viruses or similar
disruptive problems caused by customers or other internet users. Computer
viruses or problems caused by third parties, such as hackers, could lead to
interruptions, delays, or termination of service to our customers. Third parties
could also potentially jeopardize security of confidential information stored in
our computer systems or our customers' computer systems by their inappropriate
use of the internet, which could cause losses to us and to our customers.
Inappropriate use of the internet includes attempting to gain unauthorized
access to information or systems. Although we intend to continue to implement
security measures to prevent this, hackers have circumvented security measures
in the past, and may be able to circumvent our security measures or the security
measures of third parties in the future. Further, until more comprehensive
technologies are developed, the security and privacy concerns of existing and
potential customers may inhibit the growth of the
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internet service industry in general and our customer base and revenue in
particular. We do not have errors and omissions, product liability, or other
insurance to protect against risks caused by computer viruses or other misuse of
software or equipment by third parties.
WE MAY NOT BE SUCCESSFUL IN PROTECTING OUR PROPRIETARY RIGHTS OR AVOIDING CLAIMS
THAT WE INFRINGED THE PROPRIETARY RIGHTS OF OTHERS
Our success depends in part upon our software and related documentation. We
principally rely on copyright, trade secret, confidentiality procedures, and
contract laws to protect our proprietary technology. The steps we have taken may
not be adequate to prevent misappropriation of our technology, and our
competitors may independently develop technologies that are substantially
equivalent or superior to our technologies. We have a registered service mark
for our logo and have applied for federal registration of the names HomeCom,
Post On the Fly(TM), and Personal Internet Banker(TM). In distributing our
software products, we rely primarily on shrinkwrap, or form, licenses that are
not signed by licensees and may be unenforceable under the laws of some
jurisdictions. In addition, the laws of some foreign countries do not protect
our proprietary rights to as great an extent as the laws of the United States.
Although we do not believe that the software or trademarks we use or any of the
other elements of our business infringe on the proprietary rights of any third
parties, third parties may assert claims of infringement against us in the
future and may succeed in securing injunctive relief or money damages. We could
incur substantial costs and diversion of management resources in the defense of
any claims relating to proprietary rights, which could materially adversely
affect our business, financial condition, and results of operations.
THERE ARE A SUBSTANTIAL NUMBER OF SHARES ELIGIBLE FOR FUTURE SALE
The market for the shares may be adversely affected as a result of sales of
a large number of shares in the market, or a perception that large sales may
occur. This could also limit HomeCom's ability to raise capital through
offerings of shares, or to effect acquisitions utilizing shares as the purchase
price.
HomeCom has 6,625,412 shares outstanding. Of that amount, 3,662,934 shares,
or approximately 55%, will be freely tradable without restriction or further
registration under the Securities Act, except for any shares purchased by
affiliates of HomeCom, as that term is defined in Rule 144 under the Securities
Act. Included in that number are the 626,087 shares covered by this prospectus,
which are subject to contractual provisions regarding resale described under
"Plan of Distribution." The remaining 2,962,478 shares, or approximately 45%,
may be sold in the public market only if registered or sold under an exemption
from registration such as Rule 144. Also included in the 6,625,412 outstanding
shares are 185,342 shares we issued in connection with another recently
completed acquisition, and we have contractually agreed to file a registration
statement covering 92,671, or one-half, of those shares by June 23, 1999. The
holders of those shares have agreed that they will not sell more than one-half
of the 92,671 shares included in that registration statement before July 22,
1999. In addition, there are also the following shares that may become available
for resale in the public markets:
- There are outstanding warrants to acquire an aggregate of 490,000 shares
at a weighted average exercise price of $8.32 per share. The shares
issuable upon exercise of the warrants have been registered under the
Securities Act, and will be available for resale upon issuance following
exercise of the warrants.
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- There are outstanding options to purchase 763,854 shares under our stock
option plans at a weighted average exercise price of $4.77 per share, and
8,300 shares have been issued under our stock purchase plan at a weighted
average price of $2.19 per share. On July 31, 1998, we filed a
registration statement on Form S-8 under the Securities Act to register
the potential sale of 300,000 shares reserved for issuance under our
stock option plan and the 150,000 shares reserved for issuance under our
stock purchase plan. Except for shares held by our affiliates, shares
purchased under our stock option and purchase plans generally will be
available for resale in the public market.
PREFERRED STOCK, IF ISSUED, WILL HAVE RIGHTS SENIOR TO THE SHARES
We have the right to issue up to 10,000,000 shares of preferred stock and
to fix the rights, preferences, privileges and restrictions, which include
voting rights, of the preferred stock without shareholder approval. The rights
of holders of common stock may be adversely affected by the rights of holders of
any preferred stock that may be issued in the future. In addition, the issuance
of additional shares of preferred stock could make it more difficult for a third
party to acquire control of HomeCom, even if the change of control would be
beneficial to shareholders.
WE HAVE ANTI-TAKEOVER PROVISIONS IN PLACE
Our restated certificate of incorporation provides that our board is
divided into three classes of directors with each class serving a staggered
three year term. The division of the board of directors into three classes may
discourage a third party from making a tender offer or commencing a proxy
contest to obtain control of HomeCom, and may maintain the incumbency of the
present board of directors.
THERE ARE LIMITATIONS ON THE LIABILITY OF OUR DIRECTORS AND OFFICERS
Our restated certificate of incorporation provides that our directors shall
have no personal liability for some breaches of their fiduciary duties. In
addition, our restated bylaws provide for mandatory indemnification of directors
and officers to the fullest extent permitted by Delaware law. These limitations
on personal liability do not apply to liabilities under the federal securities
laws. However these provisions may reduce the likelihood of derivative
litigation against directors and officers and may discourage stockholders from
bringing a lawsuit against directors and officers for a breach of their
fiduciary duties.
THERE ARE UNCERTAINTIES ASSOCIATED WITH GOVERNMENT REGULATION AND OTHER LEGAL
ISSUES
There are currently few laws or regulations directly applicable to access
to or commerce on the internet. Due to the increased popularity and the use of
the internet, it is possible that laws and regulations may be adopted, covering
issues such as:
- user privacy,
- defamation,
- pricing,
- taxation,
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- content regulation,
- quality of products and services, and
- intellectual property ownership and infringement.
Legislation of this type could expose us to substantial liability. It could
also dampen the growth in use of the web, decrease the acceptance of the web as
a communications and commercial medium, or require us to incur significant
expense in complying with any new regulations. Other nations, including Germany,
have taken actions to restrict the free flow of material considered to be
objectionable on the web. The European Union has recently adopted privacy and
copyright directives that may impose additional burdens and costs on our
international operations. In addition, several telecommunication carriers,
including America's Carriers Telecommunications Association, are seeking to have
telecommunications over the web regulated by the Federal Communication
Commission in the same manner as other telecommunication services. Because the
growing popularity and use of the web has burdened the existing
telecommunications infrastructure, many areas with high web use have begun to
experience interruptions in phone service. Local telephone carriers, including
Pacific Bell, have petitioned the Federal Communications Commission to regulate
service providers and impose access fees. Increased regulation, or the
imposition of access fees, could substantially increase the cost of
communicating on the web and potentially decrease the demand for our products. A
number of proposals have been made at the federal, state, and local level that
would impose additional taxes on the sale of goods and services through the
internet. These proposals, if adopted, could substantially impair the growth of
electronic commerce and could adversely affect our opportunity to derive
financial benefit from the sale of goods and services through the internet.
THERE ARE POTENTIAL COMMERCE-RELATED LIABILITIES
With the acquisition of the companies from the selling shareholders, we are
offering and intend to continue to offer insurance and securities products
through the internet. These activities will expose us to a number of additional
risks and uncertainties, including:
- potential liabilities for wrongful or illegal activities that may be
conducted in connection with the sale of securities and insurance
products;
- consumer fraud and false or deceptive advertising or sales practices;
- breach of contract claims related to the sales of insurance and
securities products;
- claims that materials included in our sites infringe on third-party
patents, copyrights, trademarks or other intellectual property rights or
are libelous, defamatory, and breach third-party confidentiality or
privacy rights;
- claims relating to any failure to appropriately collect or remit sales or
other taxes arising from commerce transactions;
- claims that may be brought by customers as a result of losses resulting
from any down time or other performance failures in our services; and
- state laws limiting the sale of insurance and securities products.
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Although we maintain liability insurance, insurance may not cover these
claims or may not be adequate. Even if the claims do not result in material
liability, investigating and defending claims of this type is expensive.
FAILURE TO OBTAIN YEAR 2000 COMPLIANCE MAY HAVE ADVERSE EFFECTS ON US
Many existing computer programs were originally designed to use only two
digits to identify a year in date fields. As a result, date-sensitive software
applications may recognize a date using 00 as the year 1900 rather than the year
2000. If not corrected, these applications could fail or produce erroneous
results when working with dates in the year 2000 and beyond. If not properly
addressed, the year 2000 issue could have a material effect on our financial
position and future operating results.
We primarily rely on industry standard operating systems and applications
for our internal systems rather than proprietary software, and based on review
of significant internal programs and systems, we have determined that they are
substantially year 2000 compliant. In addition, we are seeking confirmation from
our primary telecommunications service providers that they are developing and
implementing plans to become year 2000 compliant. Information we have received
so far has indicated that they are in the process of implementing remediation
procedures to ensure that their computer systems, services, or products are year
2000 compliant by December 31, 1999. However, we have not undertaken an in-depth
evaluation of these providers in relation to the year 2000 issue. In addition,
we cannot predict whether or not all of these vendors' programs will be
successful. To the extent that these vendors fail to resolve any year 2000
issues on a timely basis or in a manner that is compatible with our systems,
that failure could have a material adverse effect on our financial position and
future operating results. We are using internal resources to identify and
correct our systems for year 2000 compliance, and we expect any incremental
costs associated with addressing this issue to be minimal. We do not believe
that the costs of addressing year 2000 issues will be material to our future
operating results or financial position.
MANAGEMENT AND SIGNIFICANT STOCKHOLDERS CAN EXERCISE INFLUENCE OVER HOMECOM
Based upon stock ownership as of May 25, 1999, our executive officers,
directors, and 5% stockholders and their affiliates own an aggregate of 39% of
our outstanding shares. As a result, these persons acting together will have the
ability to control all matters submitted to our shareholders for approval and to
control the management and affairs of HomeCom. This concentration of ownership
may have the effect of delaying or preventing a change in control of HomeCom,
impede a merger, consolidation, or takeover or other business combination, or
discourage a potential acquiror from attempting to obtain control. This
concentration of control could also have a negative effect on the market price
of your shares.
NEW INVESTORS WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION
Shares purchased in this offering may incur immediate and substantial
dilution. To the extent that currently outstanding options and warrants are
exercised or converted, there will be further dilution in your shares. Please
refer to the information above under "There Are a Substantial Number of Shares
Eligible For Future Sale."
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WE MAY NOT MAINTAIN NASDAQ LISTING REQUIREMENTS
If we are unable to maintain the standards for continued listing, our
shares could be subject to delisting from the Nasdaq SmallCap Market(TM). If our
shares were delisted, trading, if any, in our shares would be conducted in the
over-the-counter market on the OTC Bulletin Board established for securities
that do not meet the Nasdaq SmallCap Market(TM) listing requirements or in what
are commonly referred to as the pink sheets. As a result, investors may find it
more difficult to dispose of or to obtain accurate price quotations on the
shares. Under the currently effective criteria for continued listing of
securities on the Nasdaq SmallCap Market(TM), a company must maintain $2,000,000
in net tangible assets, a minimum bid price of $1.00, and a public float of at
least $1,000,000.
THE SHARES MAY BECOME SUBJECT TO RISKS OF LOW PRICED STOCKS
In the absence of the shares being quoted in Nasdaq, or listed on an
exchange, trading in the shares would be covered by Rule 15g-9 promulgated under
the Securities Exchange Act of 1934, if our shares are a penny stock. The
applicability of this rule, if it occurs, could materially adversely affect the
ability of broker-dealers to sell our shares and the ability of purchasers in
this offering to sell their shares in the secondary market.
Under that rule, broker-dealers who recommend penny stocks to persons other
than established customers and accredited investors, who are generally investors
with net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 together with a spouse, must make a special written suitability
determination for the purchaser and receive the purchaser's written agreement to
a transaction before the sale.
The SEC has adopted regulations that generally defined a penny stock to be
any equity security that has a market price of less than $5.00 per share.
However, exemptions to this rule include:
- an equity security listed on the Nasdaq Stock Market(TM), and
- an equity security issued by an issuer that has:
- net tangible assets of at least $2,000,000, if the issuer has been in
continuous operation for three years,
- net tangible assets of at least $5,000,000, if the issuer has been in
continuous operation for less than three years, or
- average revenue of at least $6,000,000 for the preceding three years.
Unless an exception is available, the regulations require the delivery,
before any transaction involving a penny stock, of a disclosure schedule
explaining the penny stock market and the associated risks.
USE OF PROCEEDS
The proceeds from the sale of the shares covered by this prospectus are
entirely for the benefit of the selling shareholders. We will not receive any
proceeds from the sale of the shares by the selling shareholders.
10
<PAGE> 14
ISSUANCE OF SHARES TO SELLING SHAREHOLDERS
Under the terms of merger agreements by and among HomeCom and FIMI
Securities, Inc., All Things Financial, Inc., First Institutional Marketing,
Inc., and Premier Financial Services, Inc., we issued 1,252,174 shares of common
stock to the three selling shareholders. On February 26, 1999, at a special
meeting of our shareholders, our shareholders approved the merger and the
issuance of the shares. The merger was consummated on March 24, 1999.
PLAN OF DISTRIBUTION
Shares covered by this prospectus may be offered and sold from time to time
by the selling shareholders. The selling shareholders will act independently of
HomeCom in making decisions with respect to the timing, manner and size of each
sale. The selling shareholders may sell the shares:
- on The Nasdaq SmallCap Market(TM);
- at prices and at terms then prevailing or at prices related to the then
current market price; or
- in private sales at negotiated prices directly or through brokers.
The selling shareholders and any underwriter, dealer or agent who
participates in the distribution of the shares may be deemed to be underwriters
under the Securities Act, and any discount, commission or concession received by
these persons might be deemed to be an underwriting discount or commission under
the Securities Act. We have agreed to indemnify the selling shareholders against
some liabilities arising under the Securities Act.
Any broker-dealer participating in transactions as agent may receive
commissions from the selling shareholders, and, if acting as agent for the
purchaser of the shares, from the purchaser. Usual and customary brokerage fees
will be paid by the selling shareholders. Broker-dealers may agree with the
selling shareholders to sell a specified number of shares at a stipulated price
per share, and, to the extent the broker-dealer is unable to do so acting as
agent for the selling shareholders, to purchase as principal any unsold shares
at the price required to fulfill the broker-dealer commitment to the selling
shareholders. Broker-dealers who acquire shares as principal may then resell the
shares from time to time in transactions in the over-the-counter market, in
negotiated transactions or by a combination of these methods of sale, at market
prices prevailing at the time of sale or at negotiated prices, and in connection
with resales may pay to or receive from the purchasers of the shares commissions
as described above.
We have advised the selling shareholders that the anti-manipulation rules
under the Exchange Act may apply to sales of shares in the market and to the
activities of the selling shareholders and their affiliates. The selling
shareholders have advised HomeCom that during the time as the selling
shareholders may be engaged in the attempt to sell shares registered under this
prospectus, they will:
- not engage in any stabilization activity in connection with any of the
shares;
- not bid for or purchase any of the shares or any rights to acquire the
shares, or attempt to induce any person to purchase any of the shares or
rights to acquire the shares other than as permitted under the Securities
Exchange Act;
11
<PAGE> 15
- not effect any sale or distribution of the shares until after the
prospectus shall have been appropriately amended or supplemented, if
required, to describe the terms of the sale or distribution; and
- effect all sales of shares in broker's transactions through
broker-dealers acting as agents, in transactions directly with market
makers, or in privately negotiated transactions where no broker or other
third party, other than the purchaser, is involved.
The selling shareholders may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against some liabilities,
including liabilities arising under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any broker-dealers, and any profits
received on the resale of shares, may be deemed to be underwriting discounts and
commissions under the Securities Act if the broker-dealers purchase shares as
principal.
In order to comply with the securities laws of some states, if applicable,
the shares will be sold in some jurisdictions only through registered or
licensed brokers or dealers. In some states, the shares may not be sold unless
the shares have been registered or qualified for sale in the applicable state or
an exemption from the registration or qualification requirement is available and
is complied with.
The selling shareholders have agreed to sell no more than 313,043 of the
shares until June 24, 1999. The selling shareholders have agreed to limit sales
to no more than one-third of these 313,043 shares during each of the first three
thirty day periods following March 29, 1999. These trading restrictions do not
apply in the event that the shares have traded above $10.00 per share on each of
the five trading days prior to any single sale, as long as the sale is made at a
price per share of at least $4.813. The selling shareholders have also agreed
not to sell any of the remaining 313,043 shares up until June 24, 1999. The
selling shareholders have agreed to limit sales on a cumulative basis to no more
than one-sixth of the remaining 313,043 shares during each month for the
following sixth months These trading restrictions shall not apply in the event
that the shares have traded above $10.00 per share on each of the five trading
days prior to any single sale, as long as the sale is made at a price per share
of at least $10.00.
HomeCom has agreed to use its best efforts to maintain the effectiveness of
this registration statement with respect to the shares of until the earlier of
the sale of the shares or two years from the date of this prospectus. No sales
may be made under this prospectus after that date unless we amend or supplement
this prospectus to indicate that we have agreed to extend the period of
effectiveness. There can be no assurance that the selling shareholders will sell
all or any of the shares offered under this prospectus.
SELLING SHAREHOLDERS
All of the shares covered by this prospectus will be owned immediately
after registration by the selling shareholders, as all of the shares offered by
the selling shareholders were acquired in connection with the merger. Those
shares amount to approximately 19% of our outstanding capitalization as of the
date of this prospectus. The selling shareholders have been employed by and are
employees and senior officers and directors of the acquired companies and
HomeCom.
12
<PAGE> 16
The following table presents information known to us with respect to
beneficial ownership of our shares as of May 25, 1999, by each selling
shareholder. The following table assumes that there are 6,625,412 shares
outstanding and that the selling shareholders sell all of the shares. We are
unable to determine the exact number of shares that actually will be sold.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED BEFORE OWNED AFTER
THE OFFERING SHARES OFFERED THE OFFERING
------------------- BY THIS -------------------
SELLING SHAREHOLDERS SHARES PERCENT PROSPECTUS SHARES PERCENT
- -------------------- -------- -------- -------------- -------- --------
<S> <C> <C> <C> <C> <C>
Daniel A. Delity.................... 737,840 11.1% 368,920 368,920 5.6%
James Wm. Ellsworth................. 162,917 2.5 81,458 81,458 1.2
David B. Frank...................... 351,417 5.3 175,709 175,709 2.7
</TABLE>
LEGAL MATTERS
The validity of the shares offered under this prospectus will be passed
upon by Sims Moss Kline & Davis LLP, Atlanta, Georgia, counsel to HomeCom.
EXPERTS
The financial statements incorporated in this prospectus by reference to
the annual report on Form 10-K of HomeCom for the year ended December 31, 1998
have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said
firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission. Some information in the
registration statement has been omitted from this prospectus as permitted by the
rules of the SEC. We file the annual, quarterly and special reports, proxy
statements and other information with the SEC. You can inspect and copy the
registration statement as well as reports, proxy statements and other
information we have filed with the SEC at the public reference room maintained
by the SEC at 450 Fifth Street, NW, Washington, D.C. 20549, and at the following
Regional Offices of the SEC: Seven World Trade Center, New York, New York 10048,
and Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois 60661.
You can obtain copies from the public reference room of the SEC at 450 Fifth
Street, NW, Washington, D.C. 20549 upon payment of copying fees. You can call
the SEC at 1-800-732-0330 for further information about the public reference
room. We are also required to file electronic versions of these documents with
the SEC, which may be accessed through the SEC's World Wide Web site at
http://www.sec.gov. Our latest annual report and quarterly reports can also be
accessed through our Internet World Wide Web site at http://www.homecom.com. Our
common stock is quoted on The Nasdaq SmallCap Market(TM). Reports, proxy and
information statements and other information concerning HomeCom may be inspected
at The Nasdaq Stock Market at 1735 K Street, NW, Washington, D.C. 20006.
13
<PAGE> 17
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference some of our publicly-filed
documents into this prospectus, which means that information included in these
documents is considered part of this prospectus. Information that we file with
the SEC subsequent to the date of this prospectus will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until the selling shareholders
have sold all the shares.
The following documents filed with the SEC are incorporated by reference in
this prospectus:
1. Our annual report on Form 10-K for the year ended December 31, 1998
(File No. 0-26822).
2. Our quarterly report on Form 10-K for the three months ended March
31, 1999 (File No. 0-29204).
3. Our definitive proxy statement dated February 11, 1999, filed in
connection with our February 26, 1999, special meeting of shareholders.
4. Our current reports on Form 8-K, filed with the SEC on May 10,
1999, April 13, 1999, and April 1, 1999, (File No. 0-26822).
We will furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, other than exhibits to
the documents. You should direct any requests for documents to Corporate
Communications and Investor Relations, HomeCom Communications, Inc., Building
14, Suite 100, 3535 Piedmont Road, Atlanta, Georgia 30305, telephone (404)
237-4646.
14
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant will bear no expenses in connection with any sale or other
distribution by the selling shareholders of the shares being registered other
than the expenses of preparation and distribution of this Registration Statement
and the prospectus included in this Registration Statement. Such expenses are
set forth in the following table. All of the amounts shown are estimates except
the Securities and Exchange Commission ("SEC") registration fee and the NASD
listing fee.
<TABLE>
<S> <C>
SEC registration fee........................................ $ 886.57
Legal fees and expenses..................................... 15,000.00
Accounting fees and expenses................................ 10,000.00
NASD listing fee............................................ 7,500.00
Miscellaneous expenses...................................... 1,000.00
----------
Total............................................. $34,386.57
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "DGCL") permits a corporation to
eliminate or limit the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of duty of care or other duty
as a director, provided that no provision shall eliminate or limit the liability
of a director: (A) for an appropriation, in violation of his duties, of any
business opportunity of the corporation; (B) for acts or omissions which involve
intentional misconduct or a knowing violation of law; (C) for unlawful corporate
distributions; or (D) for any transaction from which the director received an
improper personal benefit. This provision pertains only to breaches of duty by
directors in their capacity as directors (and not in any other corporate
capacity, such as officers) and limits liability only for breaches of fiduciary
duties under Delaware corporate law (and not for violation of other laws, such
as the federal securities laws). The Company's Restated Certificate of
Incorporation (the "Restated Certificate") exonerates the Company's directors
from monetary liability to the extent permitted by this statutory provision.
The Company's Restated Certificate of Incorporation and Restated Bylaws
(the "Restated Bylaws") also provide that the Company shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including any action by or in the right of the
Company), by reason of the fact that such person is or was a director or officer
of the Company, or is or was serving at the request of the Company as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including reasonable attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Company (and with respect to any criminal
action or proceeding, if such person had no reasonable cause to believe such
person's conduct was unlawful), to the maximum extent permitted by, and in the
manner provided by, the DGCL.
II-1
<PAGE> 19
Notwithstanding any provisions of the Company's Restated Certificate of
Incorporation and Restated Bylaws to the contrary, the DGCL provides that the
Company shall not indemnify a director or officer for any liability incurred in
a proceeding in which the director is adjudged liable to the Company or is
subjected to injunctive relief in favor of the Company: (1) for any
appropriation, in violation of his duties, of any business opportunity of the
Company; (2) for acts or omissions which involve intentional misconduct or a
knowing violation of law; (3) for unlawful corporate distributions; or (4) for
any transaction from which the director or officer received an improper personal
benefit.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBITS
- --------
<C> <S> <C>
5.1 -- Opinion of Sims Moss Kline & Davis LLP
23.1 -- Consent of PricewaterhouseCoopers LLP, Independent
Accountants
23.2 -- Consent of Sims Moss Kline & Davis LLP (included in Exhibit
5.1)
24.1 -- Power of Attorney (see page II-3)
</TABLE>
ITEM 17. UNDERTAKINGS.
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act, each 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.
(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 this offering.
(4) 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 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.
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 SEC 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 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
II-2
<PAGE> 20
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 Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
HomeCom Communications, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on May 7,
1999.
HOMECOM COMMUNICATIONS, INC.
By: /s/ HARVEY W. SAX
-----------------------------------
Harvey W. Sax
Chairman and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Harvey W. Sax and Norman H. Smith,
jointly and severally, his or her true and lawful attorneys-in-fact, each with
full power of substitution, for him or her 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 all
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact or any
of them, or his or their substitute or substitutes, may lawfully do or cause to
be done or by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ HARVEY W. SAX President, Chief May 7, 1999
- --------------------------------------------------- Executive Officer and
Harvey W. Sax Director (Principal
Executive Officer)
/s/ NAT STRICKLEN Executive Vice President May 7, 1999
- --------------------------------------------------- and Director
Nat Stricklen
/s/ KRISHAN PURI Executive Vice President May 7, 1999
- --------------------------------------------------- and Director
Krishan Puri
/s/ GIA BOKUCHAVA, PH.D. Chief Technical Officer May 7, 1999
- --------------------------------------------------- and Director
Gia Bokuchava, Ph.D
/s/ ROGER NEBEL Vice President and May 7, 1999
- --------------------------------------------------- Director
Roger Nebel
</TABLE>
II-4
<PAGE> 22
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ NORMAN H. SMITH Chief Financial Officer May 7, 1999
- ---------------------------------------------------
Norman H. Smith
/s/ CLAUDE THOMAS Director May 7, 1999
- ---------------------------------------------------
Claude Thomas
Director , 1999
- ---------------------------------------------------
Daniel A. Delity
Director , 1999
- ---------------------------------------------------
James Wm. Ellsworth
Director , 1999
- ---------------------------------------------------
William Walker
</TABLE>
II-5
<PAGE> 23
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
5.1 -- Opinion of Sims Moss Kline & Davis LLP
23.1 -- Consent of PricewaterhouseCoopers LLP, Independent
Accountants
23.2 -- Consent of Sims Moss Kline & Davis LLP (included in Exhibit
5.1)
24.1 -- Power of Attorney (see page II-3)
</TABLE>
II-6
<PAGE> 1
EXHIBIT 5.1
OPINION OF COUNSEL
June 1, 1999
HomeCom Communications, Inc.
Fourteen Piedmont Center, Suite 100
3535 Piedmont Road
Atlanta, Georgia 30305
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about June 1, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933 of shares of your common stock (the "Shares"), to be sold
by certain shareholders listed in the Registration Statement (the "Selling
Shareholders"). As your legal counsel in connection with this transaction, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale of the Shares.
As counsel to you, we have examined such corporate records, documents,
instruments, certificates of public officials and of the Company and such
questions of law as we have deemed necessary for the purpose of rendering the
opinions set forth herein.
It is our opinion that the Shares, when sold by the selling shareholders in
the manner described in the Registration Statement, will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and in any amendment to it.
Sincerely,
/s/ SIMS MOSS KLINE & DAVIS LLP
-----------------------------------------
Sims Moss Kline & Davis LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 29, 1999 relating to the
financial statements, which appears in HomeCom Communications, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1998. We also consent to the
reference to us under the heading "Experts" in such Registrant Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
-------------------------------------------
PricewaterhouseCoopers LLP
Atlanta, Georgia
June 1, 1999
