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As filed with the Securities and Exchange Commission on November 1, 2000
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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HOOVER'S, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2559474
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1033 LA POSADA DRIVE, SUITE #250
AUSTIN, TX 78752
(Address of principal executive offices) (Zip Code)
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POWERIZE.COM, INC.
1998 STOCK INCENTIVE PLAN
(as assumed by Hoover's, Inc.)
(full title of the plan)
--------------------
HOOVER'S, INC.
1999 STOCK INCENTIVE PLAN
(full title of the plan)
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PATRICK J. SPAIN
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
HOOVER'S, INC.
1033 LA POSADA DRIVE, SUITE #250, AUSTIN, TX 78752
(Name and address of agent for service)
(512) 374-4500
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
===============================================================================================================================
AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Powerize.com, Inc.
1998 Stock Incentive Plan
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common stock, par value $0.01 per 260,897
share shares $4.60 $1,200,238 $317(2)
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Hoover's, Inc.
1999 Stock Incentive Plan
-------------------------
common stock, par value $0.01 per 1,500,000
share shares $3.19 $4,785,000 $1,264(3)
===============================================================================================================================
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(1) This Registration Statement shall also cover any additional shares of
Hoover's common stock, par value $0.01 per share ("Common Stock"), which
become issuable under the Powerize.com, Inc. 1998 Stock Incentive Plan and
the Hoover's, Inc. 1999 Stock Incentive Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without Hoover's receipt of consideration which results in an
increase in the number of the outstanding shares of Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended (as so amended the "Securities Act of
1933"), on the basis of the weighted average exercise price per share of
the outstanding options.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933 on the basis of the average of the high and low
selling prices per share of Common Stock on October 30, 2000, as reported
by the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Hoover's, Inc. ("Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) Registrant's Annual Report on Form 10-K filed with the
Commission on June 29, 2000 for the fiscal year ended March
31, 2000;
(b) Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2000, filed with the Commission on
August 14, 2000;
(c) Registrant's Current Report on Form 8-K filed with the
Commission on July 14, 2000;
(d) Registrant's Current Report on Form 8-K filed with the
Commission on August 16, 2000, as amended by Registrant's Form
8-KA filed with the Commission on October 16, 2000.
(e) Registrant's Registration Statement No. 000-26097 on Form
8-A12G filed with the Commission on May 14, 1999, in which
there is described the terms, rights and provisions applicable
to Registrant's outstanding Common Stock; and
(f) Registrant's Registration Statement No. 333-92819 on Form S-8
filed with the Commission on December 6, 1999.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, 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. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in effect, that any person made a party to any action by reason of
the fact that he is or was a director, officer, employee or agent of
Registrant may and, in certain cases, must be indemnified by Registrant
against, in the case of a non-derivative action, judgments, fines, amounts
paid in settlement and reasonable expenses (including attorneys' fees)
incurred by him as a result of such action, and in the case of a derivative
action, against expenses (including attorneys' fees), if in either type of
action he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of Registrant. This indemnification does
not apply, in a derivative action, to matters as to which it is adjudged that
the director, officer, employee or agent is liable to Registrant, unless upon
court order it is determined that, despite such adjudication of liability, but
in view of all the circumstances of the case, he is fairly and
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reasonably entitled to indemnity for expenses, and, in a non-derivative
action, to any criminal proceeding in which such person had reasonable cause
to believe his conduct was unlawful.
Section 14 of Registrant's Amended and Restated Certificate of
Incorporation, as amended (as so amended, the "Amended Certificate"), provides
that a director of Registrant shall not be personally liable to Registrant or
its stockholders for monetary damages for breaches of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit.
Section 14 of the Amended Certificate also provides that if, after
approval by Registrant's stockholders of Section 14 of the Amended
Certificate, the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of Registrant shall be eliminated or limited to the
fullest extent permitted by the DGCL as so amended.
Section 14 of the Amended Certificate also provides that Registrant
shall indemnify to the fullest extent permitted by Delaware law any and all of
its directors and officers, or former directors and officers, or any person
who may have served at Registrant's request as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise.
Section 11.1 of Registrant's Amended and Restated Bylaws, as amended
(as so amended, the "Amended Bylaws"), provides that Registrant shall
indemnify its directors and executive officers to the fullest extent not
prohibited by the DGCL; PROVIDED, HOWEVER, that Registrant may limit the
extent of such indemnification by individual contracts with its directors and
executive officers; PROVIDED, FURTHER, that Registrant shall not be required
to indemnify any director or executive officer in connection with any
proceeding (or part thereof) initiated by such person or any proceeding by
such person against Registrant or its directors, officers, employees or other
agents unless (i) such indemnification is expressly required to be made by
law, (ii) the proceeding was authorized by the Board of Directors of
Registrant, or (iii) such indemnification is provided by Registrant, in its
sole discretion, pursuant to the powers vested in Registrant under the DGCL.
Section 11.2 of the Amended Bylaws provides that Registrant shall
have the power to indemnify its other officers, employees and other agents as
set forth in the DGCL.
Registrant has entered into indemnification agreements with each of
its directors, pursuant to which Registrant is obligated, to the extent
permitted by applicable law, to indemnify such directors against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors or assumed certain responsibilities at the direction of
Registrant. Registrant has also purchased directors' and officers' liability
insurance in order to limit its exposure to liability for indemnification of
directors and officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
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Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement on Form 8-A12G
(File No. 000-26097) which is incorporated herein by
reference pursuant to Item 3(d).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP. Contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Powerize.com, Inc. (f/k/a KnowledgeLink Interactive, Inc.)
1998 Stock Incentive Plan
99.2 Hoover's, Inc. 1999 Stock Incentive Plan. Previously filed
with the Securities Exchange Commission as an exhibit to
Registrant's Registration Statement on
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Form S-8 (File No. 333-92819), which is incorporated herein
by reference pursuant to Item 3(e).
99.3 Form of Powerize.com, Inc. Stock Option Agreement
99.4 Form of Letter to holders of Powerize.com, Inc. Stock
Options, dated October 2, 2000, regarding conversion of
Powerize.com, Inc. Stock Options to Hoover's, Inc. Options
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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:
(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 this 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 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 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;
(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 Powerize.com, Inc. 1998 Stock Incentive Plan and the
Hoover's, Inc. 1999 Stock Incentive Plan; and
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that, in the opinion of the 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 Registrant
of expenses incurred or paid by a director, officer, or controlling person of
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, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 Austin, State of Texas on this 30th
day of October, 2000.
HOOVER'S, INC.
By: /s/ Patrick J. Spain
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Patrick J. Spain
Chairman of the Board, Chief Executive
Officer and President
POWER OF ATTORNEY
We, the undersigned officers and directors of Hoover's, Inc., a Delaware
corporation, do hereby constitute and appoint Patrick J. Spain and Lynn
Atchison and each of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and
all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933 and any rules or regulations or
requirements of the Commission in connection with this Registration Statement.
Without limiting the generality of the foregoing power and authority, the
powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that all said attorneys and agents,
or any one of them, shall do or cause to be done by virtue hereof. This Power
of Attorney may be signed in several counterparts.
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.
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Signature Title Date
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<S> <C> <C>
Chairman of the Board of Directors,
/s/ Patrick J. Spain Chief Executive Officer and President October 26, 2000
------------------------- (principal executive officer)
Patrick J. Spain
Senior Vice President, Finance and
/s/ Lynn Atchison Chief Financial Officer (principal October 30, 2000
------------------------- financial and accounting officer)
Lynn Atchison
/s/ William S. Berkley Director October 31, 2000
-------------------------
William S. Berkley
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/s/ Steven B. Fink Director October 30, 2000
-------------------------
Steven B. Fink
/s/ Alan Chai Director October 27, 2000
-------------------------
Alan Chai
Director October 30, 2000
-------------------------
Thomas J. Hillman
Director October 30, 2000
-------------------------
Gary E. Hoover
/s/ Laurence J. Kirshbaum Director October 26, 2000
-------------------------
Laurence J. Kirshbaum
/s/ Stephen R. Zacharias Director October 30, 2000
-------------------------
Stephen R. Zacharias
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EXHIBIT INDEX
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Number Exhibit
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<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement Form 8-A12G
(File No. 000-26097) which is incorporated herein by
reference pursuant to Item 3(d).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP. Contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Powerize.com, Inc. (f/k/a KnowledgeLink Interactive, Inc.)
1998 Stock Incentive Plan
99.2 Hoover's, Inc. 1999 Stock Incentive Plan. Previously filed
with the Securities Exchange Commission as an exhibit to
Registrant's Registration Statement on Form S-8 (File No.
333-92819), which is incorporated herein by reference
pursuant to Item 3(e).
99.3 Form of Powerize.com, Inc. Stock Option Agreement
99.4 Form of Letter to holders of Powerize.com, Inc. Stock
Options, dated October 2, 2000, regarding conversion of
Powerize.com, Inc. Stock Options to Hoover's, Inc. Options
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