INTELISPAN INC /WA/
S-8, 2000-10-04
COMPUTER PROGRAMMING SERVICES
Previous: EPIX MEDICAL INC, 424B2, 2000-10-04
Next: INTELISPAN INC /WA/, S-8, EX-5, 2000-10-04


<PAGE>   1
   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)


<TABLE>
<S>                                                     <C>
           Washington                                         91-1738902
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification Number)
</TABLE>

                       1720 Windward Concourse, Suite 100
                            Alpharetta, Georgia 30005
               (Address of Principal executive offices)(zip code)

                                INTELISPAN, INC.
                             Performance Equity 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..................          10,000                                 $       7,500          $        1.98
Common Stock..................         150,000                  $0.75                300,000                  79.20
Common Stock..................          25,000                   2.00                 54,750                  14.45
Common Stock..................       2,175,900                   2.19              5,439,750               1,436.09
Common Stock..................          11,000                   2.50                 30,250                   7.99
                                     ---------                                 -------------          -------------
     Total                           2,371,900                   2.75          $   5,832,250          $    1,539.71

</TABLE>

(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the Performance Equity 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.
<PAGE>   2
                                     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

                                      II-1
<PAGE>   3
                  -    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
--------------    -------
<S>               <C>
       5          Opinion and consent of Greenberg Traurig, LLP
       10.7       Performance Equity 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 the Registration Statement on Form SB-2 of
         the Registrant (Registration No. 333-94291) filed with the Commission
         on January 10, 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 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;

                                      II-2
<PAGE>   4
                           (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.

                                      II-3
<PAGE>   5
                                   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>
/w/ 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>

                                      II-4
<PAGE>   6
<TABLE>
<CAPTION>
Exhibit Number    Exhibit
--------------    -------
<S>               <C>
       5          Opinion and consent of Greenberg Traurig, LLP
       10.7       Performance Equity 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 the Registration Statement on Form SB-2 of
         the Registrant (Registration No. 333-94291) filed with the Commission
         on January 10, 2000 and declared effective on May 15, 2000.



© 2019 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission