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As filed with the Securities and Exchange Commission on February 11, 2000.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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)
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AMENDED AND RESTATED 1993 EMPLOYEE OPTION PLAN
(FULL TITLE OF THE PLAN)
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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
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Copy to:
WAYNE D. BENNETT, ESQ.
BINGHAM DANA LLP
150 Federal Street
Boston, Massachusetts 02110
(617) 951-8000
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CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 500,000 $7.9375 $3,968,750 $1,048
- ------------------------------------- -------------------- --------------- ------------------- ===================
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(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 February 4, 2000.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Streamline.com, a
Delaware corporation (the "Company" or the "Registrant"), in connection with the
registration of 500,000 shares of common stock, par value $0.01 per share of the
Company ("Common Stock"), which are in addition to the 3,000,000 shares of
common stock, par value $0.01 per share of the Company which were registered on
the Company's Form S-8 filed on September 15, 1999 (File No. 333-87123) (the
"Prior Registration Statement"). The shares registered by this Registration
Statement include shares of the Company's Common Stock available for issuance to
holders of options under the Beacon Home Direct, Inc. 1997 Stock Option Plan,
which were assumed by the Registrant upon the effective time of a merger of a
wholly owned subsidiary of the Registrant with and into Beacon Home Direct,
Inc., which took place on January 5, 2000. Pursuant to General Instruction E of
Form S-8, the contents of the Prior Registration Statement, to the extent
relating to the registration of the Shares and except as otherwise set forth in
this Registration Statement, are incorporated by reference herein.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
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*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.a 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).
4.3.b Amendment No. 1 to the Amended and Restated 1993 Employee
Option Plan.
*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).
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*Previously filed with the Registrant's Prior Registration Statement, and
incorporated by reference herein.
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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 Town of Westwood, Commonwealth of Massachusetts, as of
the 11th day of February 2000.
STREAMLINE.COM, INC.
By: /s/ Timothy A. DeMello
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Timothy A. DeMello
Chairman, President and Chief
Executive Officer
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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 11th day of February 2000.
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SIGNATURE TITLE
<S> <C>
/s/ Timothy A. DeMello Chairman of the Board of Directors, Chief Executive Officer, and
- ----------------------------- Director (principal executive officer)
Timothy A. DeMello
/s/ Edward Albertian President and Director (principal financial and accounting officer)
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Edward Albertian
/s/ J. Gregory Ambro Chief Financial Officer and Senior Vice President (principal
- ----------------------------- financial and accounting officer)
J. Gregory Ambro
/s/ Mark A. Cohn Director
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Mark A. Cohn
/s/ Charles C. Conaway Director
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Charles C. Conaway
/s/ John P. Fitzsimons Director
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John P. Fitzsimons
/s/ Thomas O. Jones Director
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Thomas O. Jones
/s/ J. Daniel Nordstrom Director
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J. Daniel Nordstrom
/s/ Chris Sang Director
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Chris Sang
/s/ Michael A. Stein Director
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Michael A. Stein
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EXHIBIT INDEX
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*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.a 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).
4.3.b Amendment No. 1 to the Amended and Restated 1993 Employee
Option Plan.
*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).
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*Previously filed with the Registrant's Prior Registration Statement, and
incorporated by reference herein.
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Exhibit 4.3.b
STREAMLINE.COM, INC.
AMENDMENT NO. 1 TO
AMENDED AND RESTATED
1993 EMPLOYEE OPTION PLAN
Effective as of January 5, 2000, Section 4 of the Company's Amended and
Restated 1993 Employee Option Plan was deleted in its entirety and replaced by
the following:
"The maximum number of shares of Common Stock of the Company which may
be issued and sold under the Plan is 3,000,000. If an option granted
under the Plan shall expire or terminate for any reason without having
been exercised in full, the unpurchased shares subject to such option
shall again be available for subsequent option grants under the Plan.
If shares issued upon exercise of an option under the Plan are tendered
to the Company in payment of the exercise price of an option granted
under the Plan, such tendered shares shall again be available for
subsequent option grants under the Plan; provided, that in no event
shall (i) the total number of shares issued pursuant to the exercise of
Incentive Stock Options under the Plan, on a cumulative basis, exceed
the maximum number of shares authorized for issuance under the Plan
exclusive of shares made available for issuance pursuant to this
sentence or (ii) any person be granted, in any year, stock options
under the Plan to acquire in excess of 1,000,000 shares of Common
Stock."
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Exhibit 5
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
Tel: 617-951-8000
Fax: 617-951-8736
February 11, 2000
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 February 11, 2000 (the "Registration Statement").
The Registration Statement covers the registration of 500,000 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, as amended
(the "Plan").
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.
This opinion is limited solely to the Delaware General Corporation Law,
as applied by courts located in Delaware, the applicable provisions of the
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Delaware Constitution and the reported judicial decisions interpreting those
laws.
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
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Streamline.com, Inc. on Form S-8 of our report dated April 13, 1999, except
for Note 14 for which the date is October 27, 1999, on our audits of the
consolidated financial statements of Streamline.com, Inc. as of December 31,
1997 and 1998 and for each of the three years in the period ended December
31, 1998, which are included in the Streamline.com, Inc. proxy statement
filed with the Securities and Exchange Commission on December 15, 1999.
PricewaterhouseCoopers LLP
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
February 10, 2000
