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As filed with the Securities and Exchange Commission on September 28, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUOKKA SPORTS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 94-3250045
(State of Incorporation) (I.R.S. Employer Identification No.)
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525 BRANNAN STREET, GROUND FLOOR
SAN FRANCISCO, CA 94107
(Address of principal executive offices)
1997 EQUITY INCENTIVE PLAN
(Full title of the plans)
ALAN S. RAMADAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
525 BRANNAN STREET, GROUND FLOOR
SAN FRANCISCO, CA 94107
(415) 908-3800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
KENNETH L. GUERNSEY, ESQ.
COOLEY GODWARD LLP
ONE MARITIME PLAZA, 20TH FLOOR
SAN FRANCISCO, CA 94111
(415) 693-2000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered Price per Share (1) Offering Price (1) Registration Fee
---------------- ---------- ------------------- ------------------ ----------------
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Common Stock, par value 1,500,000 shares $3.969 $5,953,500 $1,571.72
$.0001 per share(2)
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee. The offering price per share and aggregate offering price are
based upon the average of the high and low prices of the Company's Common Stock
as reported on the Nasdaq National Market on September 27, 2000 for shares
available for future grant pursuant to the 1997 Equity Incentive Plan (the
"Plan"), pursuant to Rule 457(c) under the Act.
(2) This Registration Statement shall cover any additional shares of Common
Stock which become issuable under the Plan set forth herein by reason of any
stock dividend, stock split, recapitalization or any other similar transaction
without receipt of consideration which results in an increase in the number of
the Registrant's outstanding common stock.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
NO. 333-86483
The contents of Registration Statement on Form S-8 (No. 333-86483) filed
by Quokka Sports, Inc. (the "Company" or the "Registrant") with the Securities
and Exchange Commission on September 3, 1999 are incorporated by reference into
this Registration Statement.
EXHIBITS
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EXHIBIT
NUMBER
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5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration
Statement
24.1 Power of Attorney is contained on the signature pages
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1.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the 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 San Francisco, State of California, on September
28, 2000.
QUOKKA SPORTS, INC.
By: /s/ Les Schmidt
---------------------------------
Les Schmidt
Executive Vice President, Chief
Financial Officer and Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Alan
Ramadan and Les Schmidt, and each or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his 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 and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or
substitute, 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 by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Alan S. Ramadan President, Chief Executive September 28, 2000
--------------------------------- Officer and Director
(ALAN S. RAMADAN) (Principal Executive Officer)
/s/ Les Schmidt Executive Vice President, September 28, 2000
--------------------------------- Chief Financial Officer and
(LES SCHMIDT) Secretary (Principal
Financial and Accounting
Officer)
/s/ Richard H. Williams Director (Chairman of the September 28, 2000
--------------------------------- Board of Directors)
(RICHARD H. WILLIAMS)
/s/ John Bertrand A.M. Director (Vice-Chairman of September 28, 2000
--------------------------------- the Board of Directors)
(JOHN BERTRAND A.M.)
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2.
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/s/ Walter W. Bregman Director September 28, 2000
---------------------------------
(WALTER W. BREGMAN)
/s/ James G. Shennan, Jr. Director September 28, 2000
---------------------------------
(JAMES G. SHENNAN, JR.)
/s/ Barry M. Weinman Director September 28, 2000
---------------------------------
(BARRY M. WEINMAN)
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3.
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EXHIBIT INDEX
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EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBERS
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5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement
24.1 Power of Attorney is contained on the signature pages.
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4.
