<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997.
REGISTRATION NO. 333 -26855
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FINE.COM CORPORATION
NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER
<TABLE>
<S> <C> <C>
STATE OF WASHINGTON 7379 91-1657402
STATE OR JURISDICTION OF PRIMARY STANDARD INDUSTRIAL I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION CLASSIFICATION CODE NUMBER NUMBER
1118 POST AVENUE DANIEL M. FINE, CHIEF EXECUTIVE OFFICER
SEATTLE, WASHINGTON 98101 FINE.COM CORPORATION
(206) 292-2888 1118 POST AVENUE
ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL SEATTLE, WASHINGTON 98101
EXECUTIVE OFFICES (206) 292-2888
AND ADDRESS OF PRINCIPAL PLACE OF BUSINESS NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT
FOR SERVICE
</TABLE>
COPIES OF ALL COMMUNICATIONS TO THE FOREGOING TO BE SENT TO:
<TABLE>
<S> <C>
DAVID M. OTTO & WILLIAM A. CARLETON M. RIDGWAY BARKER
CAIRNCROSS & HEMPELMANN, P.S. KELLEY DRYE & WARREN LLP
701 FIFTH AVENUE, SUITE 7000 TWO STAMFORD PLAZA, 281 TRESSER BOULEVARD
SEATTLE, WASHINGTON 98104-7014 STAMFORD, CONNECTICUT 06901
(206) 587-0700 (203) 324-1400
</TABLE>
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------
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 HEREAFTER 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 SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 27. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- ----------------------------------------------------------------------------
<C> <S>
+1.1 Form of Underwriting Agreement
+1.2 Form of Representative's Warrant Agreement
+3.1 Articles of Incorporation, as amended, of the Company
+3.2 Bylaws of the Company
+4.1 Specimen Common Stock Certificate
+4.2 Form of Representative's Warrant (included as Exhibit A to Form of
Representative's Warrant Agreement filed as Exhibit 1.2)
5.1 Opinion of Cairncross & Hempelmann, P.S.
+10.1 Incentive Stock Option Plan
+10.2 1997 Stock Option Plan
+10.3 Employment Agreement dated May 9, 1997 with Daniel M. Fine
+10.4 Employment Agreement dated May 9, 1997 with James P. Chamberlin
+10.5A Loan Agreement dated March 31, 1997 with U.S. Bank of Washington
+10.5B Promissory Note in principal amount of $750,000 dated March 31, 1997
+10.5C Commercial Security Agreement dated March 31, 1997 for $750,000 revolving
line of credit
+10.5D Promissory Note in principal amount of $400,000 dated March 31, 1997
+10.5E Commercial Security Agreement dated March 31, 1997 for $400,000 equipment
line of credit
+10.5F Commercial Guaranty of Daniel M. Fine dated March 22, 1997 with U.S. Bank of
Washington
+10.6A Office Lease Agreement dated February 28, 1996 with Grand Pacific Limited
Partnership
+10.6B Personal Guaranty of Daniel M. Fine dated February 29, 1996
+10.6C First Amendment to Office Lease Agreement dated March 1997
+10.7A Promissory Note from Daniel M. Fine dated May 29, 1997
+10.7B Promissory Note from James P. Chamberlin dated May 29, 1997
+11.1 Statement Regarding Computation of Net Income per Share
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cairncross & Hempelmann, P.S. (included in opinion filed as
Exhibit 5.1)
+24.1 Powers of Attorney
+27.1 Financial Data Schedule
</TABLE>
- ---------------
+ Previously filed.
II-1
<PAGE> 3
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form SB-2 and authorized this
Amendment No. 4 to Registration Statement to be signed on its behalf by the
undersigned, in the City of Seattle, State of Washington, on August 8, 1997.
fine.com Corporation
By /s/ DANIEL M. FINE
------------------------------------
Daniel M. Fine
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 4 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES CAPACITIES DATE
- --------------------------------------------- ------------------------------ ----------------
<S> <C> <C>
/s/ DANIEL M. FINE Chairman of the Board of August 8, 1997
- --------------------------------------------- Directors
Daniel M. Fine Chief Executive Officer and
President
/s/ JAMES P. CHAMBERLIN Chief Financial Officer August 8, 1997
- --------------------------------------------- (principal financial and
James P. Chamberlin accounting officer) and
Director
* Director August 8, 1997
- ---------------------------------------------
Norman W. Lauchner
* Director August 8, 1997
- ---------------------------------------------
Anthony C. Naughtin
* Director August 8, 1997
- ---------------------------------------------
Herbert L. Fine
* Director August 8, 1997
- ---------------------------------------------
Frank Hadam
</TABLE>
*By: /s/ DANIEL M. FINE
---------------------------------
Attorney-in-Fact
II-2
<PAGE> 4
INDEX TO EXHIBITS
TO
FORM SB-2
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -------------------------------------------------------------------------------
<C> <S>
+1.1 Form of Underwriting Agreement
+1.2 Form of Representative's Warrant Agreement
+3.1 Articles of Incorporation, as amended, of the Company
+3.2 Bylaws of the Company
+4.1 Specimen Common Stock Certificate
+4.2 Form of Representative's Warrant (included as Exhibit A to Form of
Representative's Warrant Agreement filed as Exhibit 1.2)
5.1 Opinion of Cairncross & Hempelmann, P.S.
+10.1 Incentive Stock Option Plan
+10.2 1997 Stock Option Plan
+10.3 Employment Agreement dated May 9, 1997 with Daniel M. Fine
+10.4 Employment Agreement dated May 9, 1997 with James P. Chamberlin
+10.5A Loan Agreement dated March 31, 1997 with U.S. Bank of Washington
+10.5B Promissory Note in principal amount of $750,000 dated March 31, 1997
+10.5C Commercial Security Agreement dated March 31, 1997 for $750,000 revolving line
of credit
+10.5D Promissory Note in principal amount of $400,000 dated March 31, 1997
+10.5E Commercial Security Agreement dated March 31, 1997 for $400,000 equipment line
of credit
+10.5F Commercial Guaranty of Daniel M. Fine dated March 22, 1997 with U.S. Bank of
Washington
+10.6A Office Lease Agreement dated February 28, 1996 with Grand Pacific Limited
Partnership
+10.6B Personal Guaranty of Daniel M. Fine dated February 29, 1996
+10.6C First Amendment to Office Lease Agreement dated March 1997
+10.7A Promissory Note from Daniel M. Fine dated May 29, 1997
+10.7B Promissory Note from James P. Chamberlin dated May 29, 1997
+11.1 Statement Regarding Computation of Net Income per Share
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cairncross & Hempelmann, P.S. (included in opinion filed as Exhibit
5.1)
+24.1 Powers of Attorney
+27.1 Financial Data Schedule
</TABLE>
- ---------------
+ Previously filed.
<PAGE> 1
EXHIBIT 5.1
[CAIRNCROSS & HEMPELMANN, P.S. LETTERHEAD]
August 8, 1997
fine.com Corporation
1118 Post Avenue
Seattle, Washington 98101
Re: Registration Statement on Form SB-2
Ladies and Gentlemen:
fine.com Corporation, a Washington corporation (the "Company"), has
requested that we furnish an opinion, as set forth herein, with respect to
certain matters in connection with the offering of up to 1,265,000 shares of the
Company's common stock, no par value (the "Shares"), (which includes 165,000
Shares subject to an option granted to the several underwriters of such
offering solely to cover over-allotments, if any) as well as up to 110,000
additional shares of such common stock underlying certain warrants (the
"Representative's Warrants") to be issued to the representative of the several
underwriters for the offering, pursuant to the prospectus (the "Prospectus")
included in the Company's registration statement on Form SB-2, as amended (File
No. 333-26855) (the "Registration Statement").
We have acted as counsel for the Company in connection with the offering
and sale of the Shares. In the course of such representation, our firm assisted
the Company in the preparation of the Registration Statement and related
documents and correspondence. In connection with the opinions expressed herein,
we have reviewed the Company's Articles of Incorporation, as amended, Bylaws,
form of Representative's Warrant Agreement, minutes of meetings of and action of
the Board of Directors and the Company's shareholders and other relevant
documents we deemed necessary. This letter should be read in conjunction with
the Prospectus and, unless the context hereof clearly otherwise provides, all
capitalized terms herein shall have the respective meanings ascribed thereto in
the Prospectus.
On the basis of the foregoing, and subject to the qualifications set forth
herein, we are of the opinion that (a) the Shares have been duly authorized,
and, upon the issuance and sale thereof by the Company as described in the
Registration Statement, and the receipt of the consideration therefor as
described therein, the Shares will be validly issued, fully paid and
non-assessable, and (b) the Representative's Warrants and the shares to be
issued upon exercise of the Representative's Warrants, when issued in exchange
for the consideration recited therein, will be legally issued, fully paid and
non-assessable. This opinion does not address the compliance, or lack thereof,
of the offering or such issuance and sale with any securities laws or any law or
statute other than the Washington Business Corporation Act (Title 23B of the
Revised Code of Washington).
<PAGE> 2
We hereby consent to the reference to our firm under "Legal Matters" in
the Prospectus and to the inclusion of this letter as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ CAIRNCROSS & HEMPELMANN, P.S.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Financial Data" and "Experts" and to the use of our report dated April 1, 1997
(except for Note 8, as to which the date is May 9, 1997), in Amendment No. 4 to
the Registration Statement (Form SB-2 No. 333-26855) and related Prospectus of
fine.com Corporation.
/s/ Ernst & Young LLP
Ernst & Young LLP
Seattle, Washington
August 8, 1997
