<PAGE>
As filed with the Securities and Exchange Commission on September 15, 1999.
Registration No. 333-_______
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------
STREAMLINE.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
04-3187302
(I.R.S. EMPLOYER IDENTIFICATION NO.)
27 DARTMOUTH STREET, WESTWOOD, MASSACHUSETTS 02090
(Address of Principal Executive Offices) (Zip Code)
----------------------
AMENDED AND RESTATED 1993 EMPLOYEE OPTION PLAN
AMENDED AND RESTATED 1993 DIRECTOR OPTION PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
----------------------
TIMOTHY A. DEMELLO
Chairman of the Board, President
and Chief Executive Officer
Streamline.com, Inc.
27 Dartmouth St.
Westwood, MA 02090
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(781) 407-1900
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE
----------------------
Copy to:
WAYNE D. BENNETT, ESQ.
BINGHAM DANA LLP
150 Federal Street
Boston, Massachusetts 02110
(617) 951-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered Share (1) Price Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value per share 3,000,000 $6.77 $20,310,000.00 $5,646.18
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, based on the
average of the high and low prices of the Registrant's Common Stock, $.01 par
value per share, reported by the Nasdaq National Market on September 8, 1999.
<PAGE>
-2-
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Streamline.com, Inc. (the
"REGISTRANT") with the Securities and Exchange Commission (the "SEC") are hereby
incorporated by reference into this Registration Statement: (1) the Registrant's
prospectus filed pursuant to Rule 424(b)(1) under the Securities Act of 1933, as
amended (the "SECURITIES ACT"); (2) all other reports filed by the Registrant
pursuant to Sections 13(a) or 15(d) of the Exchange Act since December 31, 1998
and (3) the description of the Common Stock of the Registrant, $.01 par value
per share (the "COMMON STOCK"), contained in the Registrant's registration
statement on Form 8-A/A filed with the SEC on May 28, 1999 pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
including any amendment or report filed for the purpose of updating such
description.
In addition, all documents filed pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities registered hereby have been sold or which deregisters all of
such securities then remaining unsold shall be incorporated by reference into
this Registration Statement as of the filing date of each.
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 empowers a Delaware
corporation to indemnify its officers and directors and certain other persons to
the extent and under the circumstances set forth therein.
The form of the Second Amended and Restated Certificate of
Incorporation of the Registrant and the Amended and Restated By-Laws of the
Registrant, as amended to date, provide for indemnification of officers and
directors of the Registrant and certain other persons against liabilities and
expenses incurred by any of them in certain stated proceedings and under certain
stated conditions.
The Registrant may maintain insurance for the benefit of its directors,
officers, employees, agents and certain other persons, insuring such persons
against any expense, liability, or loss, including liability under the
securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
<PAGE>
-3-
<TABLE>
<S> <C>
4.1 Second Amended and Restated Certificate of Incorporation of
the Registrant, incorporated by reference to Exhibit No. 3.1
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, filed on August 16, 1999.
4.2.a Amended and Restated By-Laws of the Registrant, incorporated
by reference to Exhibit No. 3.2 to the Registrant's
Registration Statement on Form S-1 (No. 333-76383).
4.2.b Amendment No. 1 to the Amended and Restated By-Laws of the
Registrant, incorporated by reference to Exhibit No. 3.2 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999, filed on August 16, 1999.
4.3 Amended and Restated 1993 Employee Option Plan, incorporated
by reference to Exhibit No. 10.1 to the Registrant's
Registration Statement on Form S-1 (No. 333-76383).
4.4 Amended and Restated 1993 Director Option Plan, incorporated
by reference to Exhibit No. 10.2 to the Registrant's
Registration Statement on Form S-1 (No. 333-76383).
4.5 1999 Employee Stock Purchase Plan, incorporated by reference
to Exhibit No. 10.36 to the Registrant's Registration
Statement on Form S-1 (No. 333-76383).
5 Opinion of Bingham Dana LLP as to the legality of the
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2 Consent of Bingham Dana LLP (included in Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
ITEM 9. UNDERTAKINGS
(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;
(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 securities offered would not
exceed that which was registered) and
any deviation from the low or high and
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.
<PAGE>
-4-
(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 (1)(i) and (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
with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in
the registration statement.
(2) That, for the purpose 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.
(B) 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 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
(C) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange
Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in
the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim
financial information.
(D) Insofar as 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 Securities and Exchange
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 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 Securities Act and will be governed by the
final adjudication of such issue.
<PAGE>
-5-
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 Town of Westwood, Commonwealth of Massachusetts, as of
the 15th day of September 1999.
STREAMLINE.COM, INC.
By: /s/ Timothy A. DeMello
----------------------------------------------
Timothy A. DeMello
Chairman, President and Chief Executive Officer
<PAGE>
-6-
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Timothy A.
DeMello, Lauren A. Farrell, and each of them severally, his true and lawful
attorney-in-fact with the authority to execute in the name of each such person,
and to file with the Securities and Exchange Commission, together with any
exhibits thereto and other documents therewith, any and all amendments
(including without limitation post-effective amendments) to this Registration
Statement on Form S-8 necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof, which
amendments may make such other changes in the Registration Statement as the
aforesaid attorney-in-fact executing the same deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of the 15th day of September 1999.
SIGNATURE TITLE
/s/ Timothy A. DeMello Chairman of the Board of Directors, President,
- ------------------------- Chief Executive Officer, and Director
Timothy A. DeMello (principal executive officer)
/s/ Lauren A. Farrell Vice President, Finance
- ------------------------- (principal financial and accounting officer)
Lauren A. Farrell
/s/ Mark A. Cohn Director
- -------------------------
Mark A. Cohn
/s/ John P. Fitzsimons
- ------------------------- Director
John P. Fitzsimons
- ------------------------- Director
Thomas O. Jones
/s/ J. Daniel Nordstrom Director
- -------------------------
J. Daniel Nordstrom
- ------------------------- Director
Faith B. Popcorn
<PAGE>
-7-
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENTS
<S> <C>
4.1 Second Amended and Restated Certificate of Incorporation of
the Registrant, incorporated by reference to Exhibit No. 3.1
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, filed on August 16, 1999.
4.2.a Amended and Restated By-Laws of the Registrant, incorporated
by reference to Exhibit No. 3.2 to the Registrant's
Registration Statement on Form S-1 (No. 333-76383).
4.2.b Amendment No. 1 to the Amended and Restated By-Laws of the
Registrant, incorporated by reference to Exhibit No. 3.2 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999, filed on August 16, 1999.
4.3 Amended and Restated 1993 Employee Option Plan,
incorporated by reference to Exhibit No. 10.1 to the
Registrant's Registration Statement on Form S-1 (No.
333-76383).
4.4 Amended and Restated 1993 Director Option Plan,
incorporated by reference to Exhibit No. 10.2 to the
Registrant's Registration Statement on Form S-1 (No.
333-76383).
4.5 1999 Employee Stock Purchase Plan, incorporated by
reference to Exhibit No. 10.36 to the Registrant's
Registration Statement on Form S-1 (No. 333-76383).
5 Opinion of Bingham Dana LLP as to the legality of the
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2 Consent of Bingham Dana LLP (included in Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
\
<PAGE>
Exhibit 5
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
Tel: 617-951-8000
Fax: 617-951-8736
September 15, 1999
Streamline.com, Inc.
27 Dartmouth Street
Westwood, MA 02090
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Streamline.com, Inc., a Delaware
corporation(the "Company"), in connection with the Company's Registration
Statement on Form S-8 proposed to be filed with the Securities and Exchange
Commission on or about September 15, 1999 (the "Registration Statement").
The Registration Statement covers the registration of 3,000,000 shares
of common stock, $.01 par value per share, of the Company (the "Shares"), which
are issuable by the Company pursuant to its 1993 Employee Option Plan, 1993
Director Option Plan and 1999 Employee Stock Purchase Plan, each as amended (the
"Plans").
We have reviewed the corporate proceedings of the Company with respect
to the authorization of the Plan and the issuance of the Shares thereunder. We
have also examined and relied upon originals or copies of such corporate
records, instruments, agreements or other documents of the Company, and
certificates of officers of the Company as to certain factual matters, as we
have deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form and the legal competence of each individual
executing any document.
Subject to the limitations set forth below, we have made such
examination of law as we have deemed necessary for the purposes of this
opinion. This opinion is limited solely to the Delaware General Corporation
Law as applied by courts located in Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of options pursuant to the
Plans and against the payment of the purchase price therefor, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bingham Dana LLP
BINGHAM DANA LLP
<PAGE>
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 report dated April 13, 1999 relating to the
financial statements which appear in Streamline.com, Inc.'s registration
statement on Form S-1 for the years ended December 31, 1996, 1997 and 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
September 14, 1999
