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As filed with the Securities and Exchange Commission on May 11, 2000
Registration No. 333-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MAREX.COM, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 65-0354269
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
2701 SOUTH BAYSHORE DRIVE
5TH FLOOR
MIAMI, FLORIDA 33133
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1996 INCENTIVE STOCK OPTION PLAN
AMENDED AND RESTATED 1997 STOCK OPTION PLAN
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(FULL TITLE OF THE PLANS)
DAVID A. SCHWEDEL
MAREX.COM, INC.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
2701 SOUTH BAYSHORE DRIVE
5TH FLOOR
MIAMI, FLORIDA 33133
(305) 285-2003
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(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
JORGE L. FREELAND, ESQ.
WHITE & CASE LLP
200 S. BISCAYNE BOULEVARD
MIAMI, FLORIDA 33131
(305) 371-2700
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED MAXIMUM
TITLE OF SECURITIES MAXIMUM AMOUNT TO PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED(1) OFFERING PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE
------------------ ---------------- --------------------------- ------------------- ----------------
<S> <C> <C> <C> <C>
1996 Incentive Stock Option Plan
Common Stock, Par Value $.01
per share 900,000 Shares $15.875 $14,287,500 $ 3,771.90
Amended and Restated 1997 Stock
Option Plan Common Stock, Par
Value $.01 share 4,000,000 Shares $15.875 $63,500,000 $16,764.00
TOTAL 4,900,000 Shares $20,535.90
================================== ==================== ============================= ======================= ==================
</TABLE>
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933 (the "Securities Act"), as amended, on the basis of
the average of the high and low selling price per share of the Registrant's
Common Stock on May 10, 2000, as reported by the Nasdaq Over the Counter
Bulletin Board.
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PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since December 31, 1999; and
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 10-SB filed
with the Commission under Section 12 of the Exchange Act on
December 2, 1998, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in this Registration Statement and to be
part hereof from the date of filing 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.
Generally speaking, Section 607.0850 of the Florida Business
Corporation Act permits a corporation to indemnify its officers, directors,
employees and agents against expenses (including attorney's fees), judgments,
fines, and amounts paid in settlements actually and reasonably incurred by them
in connection with any action, suit or proceeding brought by third parties by
reason of the fact that they were or are officers, directors, employees or
agents of the corporation, if those officers, directors, employees or agents
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, indemnification may be made only for expenses
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actually and reasonably incurred by officers, directors, employees and agents in
connection with the defense or settlement of an action or suit, and only with
respect to a matter as to which they have acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification will be made if that person has been
adjudged liable to the corporation, unless and only to the extent that the court
in which the action or suit was brought determines on application that the
defendant officers, directors, employees or agents are fairly and reasonably
entitled to indemnity for expenses despite the adjudication of liability. To the
extent an officer, director, employee or agent of a corporation is successful on
the merits or otherwise in such actions, indemnification by a corporation for
expenses actually and reasonably incurred in the defense of such actions is
mandatory.
Accordingly, the Registrant's Articles of Incorporation require the
indemnification of its officers and directors, and its former officers and
directors, to the fullest extent permitted by Florida law. The Registrant's
Bylaws also require the indemnification of its officers and directors to the
fullest extent permitted by Florida law.
Also, the Registrant has acquired insurance with respect to, among
other things, certain liabilities which may arise under the statutory provisions
referred above. The directors and officers of the Registrant are insured against
certain liabilities, including certain liabilities arising under the Securities
Act, which might be incurred by them in such capacities and against which they
are not indemnified by the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
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<S> <C>
5.1 Opinion of White & Case LLP.
23.1 Consent of White & Case LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Certified Public Accountants.
23.3 Consent of McClain & Company, L.C., Independent Certified Public Accountants.
24.1 Powers of Attorney
</TABLE>
ITEM 9. UNDERTAKINGS.
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 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.
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(2) that, for purposes of determining any liability under the
Securities Act, each such post-effective amendment 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.
(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
[Signature Pages Follow]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Marex.com, Inc., a corporation organized and existing under the laws
of the State of Florida, 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 Miami, State of Florida, on this May
11, 2000.
MAREX.COM, INC.
By: /s/ KENBIAN A. NG
------------------------
Chief Financial Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ DAVID A. SCHWEDEL President, Chief Executive May 11, 2000
- ------------------------------ Officer and Director
David A. Schwedel
/s/ KENBIAN A. NG Chief Financial Officer May 11, 2000
- ------------------------------
Kenbian A. Ng
/s/ DANIEL GALLAGHER Director May 11, 2000
- ------------------------------
Daniel Gallagher
/s/ GEORGE GLAZER Director May 11, 2000
- ------------------------------
George Glazer
/s/ ROBERT C. HARRIS, JR. Director May 11, 2000
- ------------------------------
Robert C. Harris, Jr.
/s/ ROGER A. TROMBINO Director May 11, 2000
- ------------------------------
Roger A. Trombino
</TABLE>
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
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5.1 Opinion of White & Case LLP.
23.1 Consent of White & Case LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of McClain & Company, L.C.
24.1 Powers of Attorney
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EXHIBIT 5.1
White & Case LLP
200 S. Biscayne Boulevard
Suite 4900
Miami, FL 33131
May 11, 2000
Marex.com, Inc.
2701 South Bayshore Drive
5th Floor
Miami, Florida 33133
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by Marex.com, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
for registration under the Securities Act of 1933, as amended, of 4,900,000
shares of the Company's Common Stock (the "Shares") which may be acquired by
certain employees of the Company pursuant to the terms and provisions of the
Company's 1996 Incentive Stock Option Plan and the Amended and Restated 1997
Stock Option Plan (the "Plans").
We are familiar with the corporate proceedings relating to the
authorization of the Shares and have reviewed the corporate proceedings taken
with respect to the approval of the Plans by the Company's Board of Directors
and the Company's stockholders. We have examined and relied on originals, or
copies certified to our satisfaction, of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinion herein expressed.
Based upon the foregoing, it is our opinion that the Shares will, if
issued and delivered in accordance with the terms and provisions of the Plans,
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. By giving such consent we do not thereby admit that we
are an "expert" with respect to any part of such Registration Statement as that
term is used in the Securities Act of 1933, as amended, or the rules or
regulations of the Commission issued thereunder.
Very truly yours,
/s/ White & Case LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
February 21, 2000 (except with respect to the matter discussed in Note 12, as to
which the date is March 7, 2000), included in Marex.com, Inc.'s annual report on
Form 10-K for the year ended December 31, 1999, and to all references to our
Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Miami, Florida,
May 11, 2000
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EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation of our report dated January 18, 1999, except for Note 3, as to
which the date is February 21, 2000, with respect to the consolidated balance
sheet of Marex.com, Inc. and Subsidiary formerly Affiliated Networks, Inc. and
Subsidiary as of December 31, 1998 and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for the years ended
December 31, 1998 and 1997 which report appears in the annual report on Form
10-K of Marex.com and Subsidiary formerly Affiliated Networks, Inc. and
Subsidiary for the year ended December 31, 1999 and to all references to our
Firm included in or made a part of this Registration Statement.
/s/ McClain & Company, L.C.
McClain & Company, L.C.
Miami, Florida,
May 11, 2000
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EXHIBIT 24.1
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David A. Schwedel and Kenbian A. Ng,
jointly and severally, his attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him and in his name, place or stead, in any
and all capacities, to sign any amendments to this Registration Statement on
Form S-8, and to file such amendments, together with exhibits and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to each attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as he might or could do in person, and ratifying
and confirming all that the attorneys-in-fact and agents, or his substitute or
substitutes, may 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ DAVID A. SCHWEDEL President, Chief Executive May 11, 2000
- -------------------------------- Officer and Director
David A. Schwedel
/s/ KENBIAN A. NG Chief Financial Officer May 11, 2000
- --------------------------------
Kenbian A. Ng
/s/ DANIEL GALLAGHER Director May 11, 2000
- --------------------------------
Daniel Gallagher
/s/ GEORGE GLAZER Director May 11, 2000
- --------------------------------
George Glazer
/s/ ROBERT C. HARRIS, JR. Director May 11, 2000
- --------------------------------
Robert C. Harris, Jr.
/s/ ROGER A. TROMBINO Director May 11, 2000
- --------------------------------
Roger A. Trombino
</TABLE>
