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As filed with the Securities and Exchange Commission on October 4, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
INTELISPAN, INC.
(Exact name of Registrant as specified in its charter)
Washington 91-1738902
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1720 Windward Concourse, Suite 100
Alpharetta, Georgia 30005
(Address of Principal executive offices)(zip code)
INTELISPAN, INC.
2000 Equity Incentive Compensation Plan
(Full Title of the Plan)
JAMES D. SHOOK, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1720 Windward Concourse, Suite 100
Alpharetta, Georgia 30005
(678) 256-0300
(Name, address, telephone number, including area code, of agent for service)
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of Securities to be Amount to be offering price per aggregate offering Amount of
Registered registered (1) share (2) price registration fee
------------------------- -------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock.................. 50,000 $ 1.66 $ 83,000 $ 21.91
Common Stock.................. 4,000 1.75 7,000 1.85
Common Stock.................. 21,000 2.00 42,000 11.09
Common Stock.................. 60,000 2.06 123,600 32.63
Common Stock.................. 2,125,000 2.25 4,781,250 1,262.25
Common Stock.................. 808,400 2.31 1,867,404 492.99
Common Stock.................. 110,000 2.38 261,800 69.12
Common Stock.................. 84,000 2.50 210,000 55.44
Common Stock.................. 639,000 2.75 1,757,250 463.91
Common Stock.................. 76,000 2.88 218,880 57.78
Common Stock.................. 40,000 3.50 140,000 36.96
Common Stock.................. 8,000 3.75 30,000 7.92
Common Stock.................. 4,000 3.81 15,240 4.02
Common Stock.................. 30,000 3.84 115,200 30.41
Common Stock.................. 10,000 3.94 39,400 10.40
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
Common Stock.................. 20,000 4.00 80,000 21.12
Common Stock.................. 4,000 4.06 16,240 4.29
Common Stock.................. 250,000 4.13 1,032,500 272.58
Common Stock.................. 4,000 4.19 16,760 4.42
Common Stock.................. 148,000 4.38 648,240 171.14
Common Stock.................. 30,000 4.63 138,900 36.67
Common Stock.................. 214,000 4.69 1,003,660 264.97
Common Stock.................. 60,000 5.88 352,800 93.14
Common Stock.................. 3,293,247 1.00(3) 3,293,247 869.42
--------- ------------- ----------
Total.................... 8,092,647(4) $ 16,274,371 $ 4,296.43
</TABLE>
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 2000 Equity Incentive Compensation Plan by
reason of any stock dividend, stock split, recapitalization or any other similar
transaction without receipt of consideration which results in an increase in the
number of outstanding shares of Common Stock of Intelispan, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended.
(3) Calculated upon the average of the bid and asked price of the Company's
Common Stock as of October 3, 2000.
(4) Pursuant to the 2000 Equity Incentive Compensation Plan, the total number of
shares of stock for which awards may be granted under the plan shall not exceed
in the aggregate 7.4 percent of the issued shares of Common Stock of the
Registrant, which was 109,360,097 on the filing date.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Intelispan, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act and the Registrant's latest prospectus filed
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), that
contains audited financial statements for the Registrant's latest fiscal year
for which such statements have been filed;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
1934 Act since the end of the fiscal year covered by the document referred to in
(a) above; and
(c) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A (No. 000-30359) filed with the
Commission on April 14, 2000 and declared effective May 15, 2000.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Amended and Restated Articles of Incorporation provide that a
director of our company will not be personally liable to our company or our
shareholders for monetary damages for conduct as a director, except for
- acts or omissions involving intentional misconduct by the
director or a knowing violation of law by the director,
- assenting to an unlawful distribution where it is established
that the director did not perform the director's duty of
loyalty to our company, or
- any transaction from which the director will personally
receive a benefit in money, property, or services to which the
director is not legally entitled.
Our articles of incorporation also provide that if the Washington
Business Corporation Act is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of our company will be eliminated or limited to the fullest extent
permitted by the Washington Business Corporation Act, as so amended.
Our articles of incorporation also provide that we will indemnify and
advance expenses, to the fullest extent permitted by the Washington Business
Corporation Act, to each person who is a director or officer of our company.
This indemnity will not apply if
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- acts or omissions of the director or officer are found to be
intentional misconduct or a knowing violation of law,
- a director assents to an unlawful distribution and it is
established that such director did not perform the director's
duty of loyalty to our company; or
- any transaction with respect to which it was found that such
director or officer personally received a benefit in money,
property, or services to which the director or officer was not
legally entitled.
In addition, we have adopted provisions in our bylaws that require us
to indemnify our directors, officers, and certain other representatives of our
company against expenses and certain other liabilities arising out of their
conduct on behalf of our company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit
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<S> <C>
5 Opinion and consent of Greenberg Traurig, LLP
10.9 2000 Equity Incentive Compensation Plan (1)
23.1 Consent of KPMG LLP
23.2 Consent of Greenberg Traurig, LLP (included in Exhibit 5)
24 Power of Attorney (included on Signature Page of the
Registration Statement)
</TABLE>
(1) Incorporated by reference to Amendment No. 5 to the Registration Statement
on Form SB-2 of the Registrant (Registration No. 333-94291) filed with the
Commission on May 3, 2000 and declared effective on May 15, 2000.
Item 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
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; and
(iii) 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;
provided, however, that clauses (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission
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by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference into the Registration
Statement;
(2) that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement of the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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 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 of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the 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 Alpharetta, state of Georgia, on this 19th day of
September, 2000.
INTELISPAN, INC.
By: /s/ Travis Lee Provow
---------------------------------------------------
Travis Lee Provow, President and Chief Executive
Officer, and Director (Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Travis Lee Provow
and Scot A. Brands, and each of them, as his true and lawful attorney-in-fact
and agents, 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 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 connection therewith, 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 their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
SIGNATURE POSITION DATE
--------- -------- ----
<S> <C> <C>
/s/ Maurice J. Gallagher, Jr. Chairman of the Board of Directors September 19, 2000
------------------------------------
Maurice J. Gallagher, Jr.
/s/ Travis Lee Provow President, Chief Executive Officer, September 19, 2000
------------------------------------ and Director (Principal Executive Officer)
Travis Lee Provow
/s/ Peter A. Nelson Vice Chairman of the Board of September 19, 2000
------------------------------------ Directors, Vice President -- Business
Peter A. Nelson Development, and Founder
/s/ Scot A. Brands Executive Vice President - Chief Financial September 19, 2000
------------------------------------ Officer (Principal Accounting Officer)
Scot A. Brands
/s/ Michael S. Falk Director September 19, 2000
------------------------------------
Michael S. Falk
/s/ Philip R. Ladouceur Director September 19, 2000
------------------------------------
Philip R. Ladouceur
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
5 Opinion and consent of Greenberg Traurig, LLP
10.9 2000 Equity Incentive Compensation Plan(1)
23.1 Consent of KPMG LLP
23.2 Consent of Greenberg Traurig, LLP (included in Exhibit 5)
24 Power of Attorney (included on Signature Page of the
Registration Statement)
</TABLE>
(1) Incorporated by reference to Amendment No. 5 to the Registration Statement
on Form SB-2 of the Registrant (Registration No. 333-94291) filed with the
Commission on May 3, 2000 and declared effective on May 15, 2000.
