As filed with the Securities and Exchange Commission on September 7, 1999
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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THE COBALT GROUP, INC.
(Exact name of registrant as specified in its charter)
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WASHINGTON 91-1674947
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2030 First Avenue, Suite 300
Seattle, Washington 98121
(Address of Principal (Zip Code)
Executive Offices)
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The Cobalt Group, Inc. 1995 Stock Option Plan, as amended
The Cobalt Group, Inc. 1999 Employee Stock Purchase Plan
(Full title of plans)
David M. Douglass
Vice President of Operations and Chief Financial Officer
The Cobalt Group, Inc.
2030 First Avenue, Suite 300
Seattle, WA 98121
Tel.: (206) 269-6363
Fax: (206) 269-6350
(Name, address, telephone and facsimile numbers of agent for service)
Copy to:
Ronald J. Lone, Esq.
Stoel Rives LLP
3600 One Union Square
Seattle, Washington 98101
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------
Proposed Proposed Amount
Maximum Maximum of
Amount Offering Aggregate Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share Price Fee
- ------------------- ------------------- --------- ------------- -------
<S> <C> <C> <C> <C>
Common Stock 3,641,000 Shares(1) $11.00(1) $9,844,419(1) $2,737
$.01 par value
Common Stock 300,000 Shares(2) $ 9.72(2) $2,916,000(2) $ 811
$.01 par value
- -----------------------------------------------------------------------------------
(1) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(c) and Rule 457(h)
under the Securities Act of 1933. The calculation of the registration fee
for the shares to be registered is based on (i) the actual exercise price
for 3,164,524 shares which have been issued at various exercise prices from
$.10 per share to $11.00 per share and (ii) $9.72, which was the average of
the bid and asked prices of the common stock on August 31, 1999, for
476,476 shares which have not been issued.
(2) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(c) and Rule 457(h)
under the Securities Act of 1933. The calculation of the registration fee
for the shares to be registered is based on $9.72, which was the average of
the bid and asked prices of the common stock on August 31, 1999.
</TABLE>
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
----------------------------------------
The following documents filed by The Cobalt Group, Inc. ("Cobalt")
with the Securities and Exchange Commission are incorporated herein by
reference:
(a) Cobalt's prospectus dated August 5, 1999 (Registration No.
333-79483) filed pursuant to Rule 424(b) under the Securities Act of 1933,
as amended;
(b) Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1999, as filed on August 16, 1999 and amended on August 26, 1999;
(c) The description of Cobalt's common stock contained in the
registration statement on Form 8-A (Registration No. 000-26623), as filed
on July 8, 1999, under Section 12 of the Securities Exchange Act of 1934,
as amended.
All reports and other documents subsequently filed by Cobalt pursuant
to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
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.
------------------------------------------
Cobalt's articles of incorporation limit the liability of our
directors to the maximum extent permitted by Washington law. Washington law
provides that the articles of incorporation may contain provisions that
eliminate or limit the personal liability of a director to the corporation or
its shareholders provided that such provisions do not eliminate or limit the
liability of a director for:
o acts or omissions involving intentional misconduct or a knowing
violation of law;
o unlawful payments or distributions; or
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<PAGE>
o any transaction from which the director will personally receive an
improper benefit in money, property, or services.
Cobalt's articles of incorporation contain such provisions. Cobalt's
bylaws also provide that Cobalt shall indemnify its directors and officers and
may indemnify its employees and other agents to the fullest extent permitted by
law. Cobalt's bylaws also permit Cobalt to secure insurance on behalf of any
officer, director, employee or other agent for any liability arising out of his
or her actions in such capacity, regardless of whether the bylaws would permit
indemnification.
Cobalt maintains directors' and officers' insurance providing
indemnification of directors, officers, affiliates and employees for certain
liabilities. Cobalt also intends to enter into agreements to indemnify directors
and executive officers, in addition to the indemnification provided for in
Cobalt's articles of incorporation and bylaws. These agreements, among other
things, will indemnify directors and executive officers for attorneys' fees and
other expenses, judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
Cobalt, arising out of such person's services as a director or executive officer
of Cobalt, any subsidiary of Cobalt or any other company or enterprise to which
the person provides services at the request of Cobalt. Cobalt believes that
these provisions and agreements are necessary to attract and retain qualified
directors and executive officers.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Cobalt pursuant to the foregoing provisions, Cobalt has been
informed 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.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
---------
4.1 Amended and Restated Articles of Incorporation (1)
4.2 Bylaws of The Cobalt Group, Inc. (1)
5.1 Opinion of Stoel Rives LLP
10.1 1995 Stock Option Plan, as amended (1)
10.2 1999 Employee Stock Purchase Plan (1)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Stoel Rives LLP (included in Exhibit 5.1)
II-2
<PAGE>
24.1 Powers of Attorney (included in the signature pages of this
registration statement)
- --------------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1, as amended (Registration No. 333-79483).
Item 9. Undertakings.
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(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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of the 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% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(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 paragraphs (a)(1)(i) and (a)(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 by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
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<PAGE>
(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 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 and 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 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 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 Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Cobalt
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 Seattle, State of Washington, on September 7, 1999.
THE COBALT GROUP, INC.
By DAVID M. DOUGLASS
-----------------------------------------
David M. Douglass
Vice President of Operations and Chief
Financial Officer
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<PAGE>
KNOW ALL BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint GEOFFREY T. BARKER and DAVID M. DOUGLASS and either of
them, his true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of The Cobalt Group, Inc. or as an
officer or director of said Company, or otherwise) any and all instruments that
said attorney and agent may deem necessary or advisable to enable The Cobalt
Group, Inc. to comply with the Securities Act of 1933 and any requirements of
the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of 1933 of 3,641,000 shares of common
stock of The Cobalt Group, Inc. issuable pursuant to the 1995 Stock Option Plan,
as amended, and 300,000 shares of common stock of The Cobalt Group, Inc.
issuable pursuant to the 1999 Employee Stock Purchase Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of The Cobalt Group, Inc. or as an officer or director
of said Company, or otherwise) to a Registration Statement on Form S-8 and any
amendment thereto (including any post-effective amendment) or application for
amendment thereto in respect to such common stock or any exhibits filed
therewith; and to file the same with the Securities and Exchange Commission; and
the undersigned does hereby ratify and confirm all that said attorney and agent
shall 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 by the following persons in the
capacities indicated on this 7th day of September, 1999.
Signature Title
--------- -----
/s/ GEOFFREY T. BARKER Co-Chief Executive Officer and
- ---------------------------------- Director (principal executive officer)
Geoffrey T. Barker
/s/ JOHN W. P. HOLT Co-Chief Executive Officer and
- ---------------------------------- Director (principal executive officer)
John W. P. Holt
/s/ DAVID M. DOUGLASS Chief Financial Officer, Vice President,
- ---------------------------------- Operations and Secretary
David M. Douglass
/s/ HOWARD A. TULLMAN Chairman of the Board of Directors
- ----------------------------------
Howard A. Tullman
/s/ MARK T. KOULOGEORGE Director
- ----------------------------------
Mark T. Koulogeorge
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<PAGE>
/s/ JOSEPH P. LANDY Director
- ----------------------------------
Joseph P. Landy
/s/ ERNEST H. POMERANTZ Director
- ----------------------------------
Ernest H. Pomerantz
/s/ J.D. POWER, III Director
- ----------------------------------
J.D. Power, III
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EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
4.1 Amended and Restated Articles of Incorporation (1)
4.2 Bylaws of The Cobalt Group, Inc. (1)
5.1 Opinion of Stoel Rives LLP
10.1 1995 Stock Option Plan, as amended (1)
10.2 1999 Employee Stock Purchase Plan (1)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Stoel Rives LLP (included in Exhibit 5.1)
24.1 Powers of Attorney (included in the signature pages of this
registration statement)
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(1) Incorporated by reference to the Company's Registration Statement on Form
S-1, as amended (Registration No. 333-79483).
EXHIBIT 5.1
September 7, 1999
Board of Directors
The Cobalt Group, Inc.
2030 First Avenue, Suite 300
Seattle, WA 98121
We have acted as counsel for The Cobalt Group, Inc. ("Cobalt") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
an aggregate of 3,941,000 shares of common stock, $.01 par value, of Cobalt (the
"Shares") issuable in connection with Cobalt's 1995 Stock Option Plan, as
amended, and Cobalt's 1999 Employee Stock Purchase Plan (collectively, the
"Plans"). We have reviewed the corporate actions of Cobalt in connection with
this matter and have examined those documents, corporate records, and other
instruments we deemed necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that the Shares have been duly
authorized and, when issued pursuant to the Plans and in accordance with the
resolutions adopted by the Board of Directors of Cobalt, will be legally issued,
fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated March 29, 1999, except as to Note 14,
which is as of July 20, 1999, relating to the financial statements and financial
statement schedule of The Cobalt Group, Inc., which appears in The Cobalt Group
Inc.'s Registration Statement on Form S-1.
PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Seattle, Washington
September 3, 1999
EXHIBIT 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 12, 1999, except as to Note 8,
which is as of July 20, 1999, relating to the financial statements of Parts
Voice, which appears in The Cobalt Group Inc.'s Registration Statement on Form
S-1.
PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Seattle, Washington
September 3, 1999
