<PAGE>
As filed with the Securities and Exchange Commission on November 9, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WORLDGATE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 23-2866697
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3190 TREMONT AVE.
TREVOSE, PA 19053
(Address of Principal Executive Offices) (Zip Code)
WORLDGATE COMMUNICATIONS, INC.
1996 STOCK OPTION PLAN
(Full title of the plan)
Randall J. Gort
Vice President, General Counsel and Secretary
WorldGate Communications, Inc.
3190 Tremont Ave.
Trevose, PA 19053
(Name and address of agent for service)
(215) 354-5100
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Securities to Amount to be Registered Proposed Maximum Aggregate Amount of Registration
be Registered (1)(2) Offering Price (2) Fee (2)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, Par Value $0.01 9,162 at $41.00 per share $375,642
Per Share
372,298 at $22.88 per share $8,518,178
37,847 at $41.13 per share $1,556,647
123,351 at $29.88 per share $3,685,728
12,700 at $34.50 per share $438,150
104,695 at $20.19 per share $2,113,792
196,000 at $23.57 per share $4,619,720
343,990 at $21.57 per share $7,419,864
168,494 at $28.375 per share $4,781,017
26,567 at $19.75 per share $524,698
57,272 at $25.00 per share $1,431,800
9,554 at $18.125 per share $173,166
138,070 at $17.06 per share $2,355,474
TOTAL: 1,600,000 $37,993,876 $10,030.00
</TABLE>
(1) The WorldGate Communications, Inc. 1996 Stock Option Plan covers a
total of 3,200,000 shares. The Registrant has previously registered an aggregate
of 1,600,000 of such shares. Pursuant to Rule 416(a), this Registration
Statement also registers such indeterminate number of additional shares as may
become issuable under the Plan in connection with share splits, share dividends
or similar transactio ns.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the registration fee. As to shares subject to outstanding but
unexercised options, the price and fee are computed based upon the price at
which such options may be exercised. As to the remaining shares the price is
based on the average of the highest and lowest prices for the Common Stock as
reported on the NASDAQ National Market System on November 7, 2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This information is not required to be filed as part of this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by WorldGate
Communications, Inc. ("WorldGate") with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference into this Registration
Statement:
(a) Registration Statement on Form S-8 (Commission File No. 333-78943),
filed by WorldGate on May 20, 1999 (the "S-8 Registration Statement"),
registering 1,600,000 shares of WorldGate's Common Stock, par value $.01 per
share, for issuance pursuant to the WorldGate Communications, Inc. 1996 Stock
Option Plan (the "Stock Option Plan"). The additional shares being registered on
this Registration Statement for issuance pursuant to the Stock Option Plan are
of the same class as those registered on the S-8 Registration Statement;
(b) Annual Report on Form 10-K for the year ended December 31, 1999,
filed by WorldGate on March 30, 2000;
(c) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
filed by WorldGate on May 15, 2000;
(d) Quarterly Report on Form 10-Q for the quarter ended June 30, 2000,
filed by WorldGate on August 11, 2000;
(e) Report on Form 8-K, filed by WorldGate on July 26, 2000; and
(f) The description of WorldGate's common stock, par value $.01 per
share, contained in the Company's Registration Statement on Form 8-A dated April
12, 1999, including any amendments or reports filed for the purpose of updating
such description; and
All reports and other documents filed by WorldGate pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered pursuant to this Registration Statement and the S-8
Registration Statement have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
<PAGE>
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of the Registration
Statement:
5 Opinion of Drinker Biddle & Reath LLP.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Drinker Biddle & Reath LLP (included in Exhibit No. 5).
24 Power of Attorney (included on signature page of the Registration
Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
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 Trevose, Pennsylvania, on November 9, 2000.
WorldGate Communications, Inc.
By: /s/ Hal M. Krisbergh
----------------------------
Hal M. Krisbergh
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Hal M. Krisbergh and
Randall J. Gort, and each of them singly, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution for him or her and
in his or her 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 or necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his or her substitute or substitutes or
any of them, or their or his substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on November 10, 2000, by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Hal M. Krisbergh Chief Executive Officer November 9, 2000
---------------------------- (Principal Executive Officer)
Hal M. Krisbergh
/s/ James V. Agnello Chief Financial Officer November 9, 2000
---------------------------- (Principal Financial Officer)
James V. Agnello
/s/ David E. Wachob Director November 9, 2000
----------------------------
David E. Wachob
Director November 9, 2000
----------------------------
Thomas G. Baxter
Director November 9, 2000
----------------------------
Alan Gerry
/s/ Marcia J. Hooper Director November 9, 2000
----------------------------
Marcia J. Hooper
/s/ Clarence L. Irving, Jr. Director November 9, 2000
----------------------------
Clarence L. Irving, Jr.
/s/ Ronald A. Walter Director November 9, 2000
----------------------------
Ronald A. Walter
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Name of Document
--------------------------------------------------------------------------------
5 Opinion of Drinker Biddle & Reath LLP.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Drinker Biddle & Reath LLP (included in Exhibit No. 5).
24 Power of Attorney (included on signature page of the Registration
Statement).
