As filed with the Securities and Exchange Commission on September 13, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MYTURN.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
11-3344575
(I.R.S. Employer Identification No.)
1080 Marina Village Parkway, Alameda, California 94501
(Address of Principal Executive Offices)
MYTURN.COM, INC. 2000 STOCK OPTION PLAN
(Full Title of Plan)
Michael Fuchs
Interim Chief Executive Officer
MyTurn.com, Inc.
9 West 57th Street - Suite 4220
New York, New York 10019
Telephone: (212) 583-7010
Telecopier: (212) 223-8886
(Name, Address and Telephone Number of Agent for Service)
Copies of all communications and notices to:
Gavin C. Grusd, Esq.
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue
East Meadow, New York 11554
Telephone: (516) 296-7000
Telecopier: (516) 296-7111
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
of Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered(1) Per Share Price Fee
================================= ======================= ===================== ======================== ===============
<S> <C> <C> <C> <C>
Common Shares 8,533,800(2)(3) $ 6.98(4) 59,565,924(4) $ 15,726
(par value $.01 per
share)
================================= ======================= ===================== ======================== ===============
Common Shares 15,000(5) $ 7.8125 $ 117,188 $ 29
(par value $.01 per
share)
================================= ======================= ===================== ======================== ===============
Common Shares 30,000(6) $ 8.0000 $ 240,000 $ 63
(par value $.01 per
share)
================================= ======================= ===================== ======================== ===============
Common Shares 55,000(7) $ 8.5625 $ 470,937 $ 124
(par value $.01 per
share)
================================= ======================= ===================== ======================== ===============
Common Shares 125,000(8) $ 9.0000 $ 1,125,000 $ 296
(par value $.01 per
share)
================================= ======================= ===================== ======================== ===============
Common Shares 20,000(9) $ 9.0312 $ 180,624 $ 48
(par value $.01 per
share)
================================= ======================= ===================== ======================== ===============
Common Shares 50,000(10) $ 9.4375 $ 471,875 $ 120
(par value $.01 per
share)
================================= ======================= ===================== ======================== ===============
Common Shares 48,000(11) $ 9.5000 $ 456,000 $ 120
(par value $.01 per
share)
================================= ======================= ===================== ======================== ===============
Common Shares 175,703(12) $ 9.8125 $ 1,724,086 $ 455
(par value $.01 per
share)
================================= ======================= ===================== ========================= ===============
Common Shares 60,000(13) $ 10.1875 $ 611,250 $ 161
(par value $.01 per
share)
================================= ======================= ===================== ========================= ===============
Common Shares 10,000(14) $ 10.2500 $ 102,500 $ 27
(par value $.01 per
share)
================================= ======================= ===================== ========================== ===============
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================================= ======================= ======================= ================== =======================
Common Shares 28,500(15) $ 10.6250 $ 302,812 $ 79
(par value $.01 per
share)
================================= ======================= ======================= ================== =======================
Common Shares 35,000(16) $ 11.0000 $ 385,000 $ 101
(par value $.01 per
share)
================================= ======================= ======================= ================== =======================
Common Shares 108,000(17) $ 11.4375 $ 1,235,250 $ 326
(par value $.01 per
share)
================================= ======================= ======================= ================== =======================
Common Shares 10,000(18) $ 13.6250 $ 136,250 $ 35
(par value $.01 per
share)
================================= ======================= ======================= ================== =======================
Common Shares 35,000(19) $ 15.0000 $ 525,000 $ 138
(par value $.01 per
share)
================================= ======================= ======================= ================== =======================
Common Shares 70,000(20) $ 15.0625 $ 1,054,375 $ 278
(par value $.01 per
share)
================================= ======================= ======================= ================== =======================
Common Shares 43,000(21) $ 15.3750 $ 661,125 $ 174
(par value $.01 per
share)
================================= ======================= ======================= ================== =======================
Common Shares 40,000(22) $ 15.9375 $ 637,500 $ 168
(par value $.01 per
share)
================================= ======================= ======================= ================== =======================
Common Shares 15,000(23) $ 16.5000 $ 247,500 $ 65
(par value $.01 per
share)
================================= ======================= ======================= ================== =======================
Common Shares 60,000(24) $ 16.6250 $ 997,500 $ 263
(par value $.01 per
share)
================================= ======================= ======================= ================== =======================
Common Shares 50,000(25) $ 17.0000 $ 850,000 $ 224
(par value $.01 per
share)
================================= ======================= ======================= ================== =======================
Common Shares 137,000(26) $ 17.3125 $ 2,371,812 $ 626
(par value $.01 per
share)
================================= ======================= ======================= ================== =======================
Common Shares 156,000(27) $ 17.3200 $ 2,701,920 $ 713
(par value $.01 per
share)
================================= ======================= ======================= ================== =======================
2
<PAGE>
================================= ======================= ======================= ================== =======================
Common Shares 90,000(28) $ 17.8750 $ 1,608,750 $ 424
(par value $.01 per
share)
================================= ======================= ======================= ================== =======================
Common Shares 500,000(29) $ 6.98(4) $ 3,490,000(4) $ 921
(par value $.01 per
share)
================================= ======================= ======================= ================== =======================
Total $ 82,270,178 $ 21,704
================================= ======================= ======================= ================== =======================
</TABLE>
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended (the "1933 Act"), an additional indeterminate number of Common
Shares is being registered to cover any adjustments in the number of
Common Shares pursuant to the anti-dilution provisions of the
MyTurn.com, Inc. 2000 Stock Option Plan (the "2000 Plan").
(2) The 2000 Plan authorizes the granting of options to purchase a maximum
of 10,000,000 Common Shares, of which options for the purchase of an
aggregate of 1,466,200 Common Shares have been granted, none of which
have been exercised.
(3) Represents the issuance of Common Shares issuable upon the exercise of
options which may be granted under the 2000 Plan.
(4) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457.
(5) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $7.8125 per Common Share.
(6) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $8.0000 per Common Share.
(7) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $8.5625 per Common Share.
(8) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $9.0000 per Common Share.
(9) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $9.0312 per Common Share.
(10) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $9.4375 per Common Share.
(11) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $9.5000 per Common Share.
(12) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $9.8125 per Common Share.
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(13) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $10.1875 per Common Share.
(14) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $10.2500 per Common Share.
(15) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $10.6250 per Common Share.
(16) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $11.0000 per Common Share.
(17) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $11.4375 per Common Share.
(18) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $13.6250 per Common Share.
(19) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $15.0000 per Common Share.
(20) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $15.0625 per Common Share.
(21) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $15.3750 per Common Share.
(22) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $15.9375 per Common Share.
(23) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $16.5000 per Common Share.
(24) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $16.6250 per Common Share.
(25) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $17.0000 per Common Share.
(26) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $17.3125 per Common Share.
(27) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $17.3200 per Common Share.
(28) Represents the issuance of Common Shares issuable upon the exercise of
options which have been granted under the 2000 Plan with a purchase
price of $17.8750 per Common Share.
(29) Represents the good-faith estimate of the number of Common Shares which
may be issuable upon the exercise of reload options which may be
granted under the 2000 Plan.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated herein by reference are the following documents filed by the
Registrant with the Securities and Exchange Commission (the "Commission") under
the Securities Exchange Act of 1934, as amended (the "1934 Act"):
(a) Amendment No. 1 (Form 10-KSB/A) to the Registrant's Annual Report on
Form 10-KSB for the year ended December 31, 1998.
(b) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1999.
(c) The Registrant's Quarterly Report on Form 10-QSB for the period ended
March 31, 2000.
(d) The Registrant's Current Report on Form 8-K for an event dated June 5,
2000.
(e) The Registrant's Current Report on Form 8-K for an event dated June 28,
2000.
(f) The Registrant's Quarterly Report on Form 10-QSB for the period ended
June 30, 2000.
(g) The description of the Registrant's Common Shares contained in the
Registrant's Registration Statement on Form 8-A (File No. 000-22611), which was
declared effective by the Commission on June 10, 1997 under the 1934 Act.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from their respective dates of filing.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with the offering of the
securities registered hereunder are being passed upon for the Registrant by
Certilman Balin Adler & Hyman, LLP, 90 Merrick Avenue, East Meadow, New York
11554.
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Item 6. Indemnification of Directors and Officers
Article X of the Registrant's Certificate of Incorporation eliminates the
personal liability of directors to the Registrant and its stockholders for
monetary damages for breach of fiduciary duty as a director to the fullest
extent permitted by Section 102 of the Delaware General Corporation Law,
provided that this provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) arising
under Section 174 of the Delaware General Corporation Law (with respect to
unlawful dividend payments and unlawful stock purchases or redemptions), or (iv)
for any transaction from which the director derived an improper personal
benefit.
Additionally, the Registrant has included in its Certificate of
Incorporation and its by- laws provisions to indemnify its directors, officers,
employees and agents and to purchase insurance with respect to liability arising
out of the performance of their duties as directors, officers, employees and
agents as permitted by Section 145 of the Delaware General Corporation law. The
Delaware General Corporation law provides further that the indemnification
permitted thereunder shall not be deemed exclusive of any other rights to which
the directors, officers, employees and agents may be entitled under the
Registrant's by-laws, any agreement, vote of stockholders or otherwise.
The effect of the foregoing is to require the Registrant, to the extent
permitted by law, to indemnify the officers, directors, employees and agents of
the Registrant for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the Registrant, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4.1 Specimen Common Stock Certificate(1)
5 Opinion of Certilman Balin Adler & Hyman, LLP as to
the legality of the Common Shares issuable pursuant
to the 2000 Stock Option Plan and being registered
hereunder
23.1 Consent of Lazar Levine & Company, LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Certilman Balin Adler & Hyman, LLP
(included in its opinion filed as Exhibit 5)
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<PAGE>
24 Powers of Attorney (included in signature page
forming a part hereof)
99 2000 Stock Option Plan.
--------------------
(1) Denotes document filed as an exhibit to the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-18667) which is incorporated herein
by reference thereto.
Item 9. Undertakings
The undersigned Registrant will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act; and
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at the time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
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<PAGE>
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 the City of New York, State of New York, on the 12th day of
September, 2000.
MYTURN.COM, INC.
By: /s/ Michael Fuchs
-----------------------------------
Michael Fuchs
Chairman of the Board and
Interim Chief Executive Officer
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<PAGE>
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears below
constitutes and appoints Michael Fuchs with full power to act as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, and each of his
substitutes, full power and authority to do and perform each and every act and
thing requisite or 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 attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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<PAGE>
<TABLE>
<CAPTION>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<S> <C> <C>
Signature Capacity Date
--------- -------- ----
/s/ Michael Fuchs Chairman of the Board, September 12, 2000
---------------------------- Interim Chief Executive Officer,
Michael Fuchs Principal Accounting Officer,
Principal Financial Officer,
and Director
/s/ Rudy C. Theale, Jr. Vice Chairman of the Board September 12, 2000
---------------------------- and Director
Rudy C. Theale, Jr.
/s/ R.E. (Teddy) Turner, IV Director September 12, 2000
-----------------------------
R. E. (Teddy) Turner, IV
/s/ Harold Lazarus Director September 12, 2000
-----------------------------
Harold Lazarus, Ph.D
/s/ Mark Bradlee Director September 12, 2000
-----------------------------
Mark Bradlee
/s/ Brian Dougherty Director September 12, 2000
-----------------------------
Brian Dougherty
/s/ Joseph Antonini Director September 12, 2000
-----------------------------
Joseph Antonini
/s/ Jeffrey H. Coats Director September 12, 2000
-----------------------------
Jeffrey H. Coats
/s/ Mark N. Kaplan Director September 12, 2000
-----------------------------
Mark N. Kaplan
</TABLE>
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