VERTICALNET INC
S-8, 1999-02-11
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<PAGE>
 
   As filed with the Securities and Exchange Commission on February 11, 1999
                                                                     
                                                   Registration No. 333-______
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                             ---------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                             ---------------------

                               VERTICALNET, INC.
              (Exact name of issuer as specified in its charter)
        Pennsylvania                                   23-2815834
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation of organization)

                             2 Walnut Grove Drive
                         Horsham, Pennsylvania  19044
                   (Address of principal executive offices)

              Amended and Restated 1996 Equity Compensation Plan
                         Employee Stock Purchase Plan
                           (Full title of the plans)

                                 Mark L. Walsh
                     President and Chief Executive Officer
                               VerticalNet, Inc.
                             2 Walnut Grove Drive
                          Horsham, Pennsylvania 19044
                    (Name and address of agent for service)

                                (215) 328-6100
         (Telephone number, including area code, of agent for service)
                            -----------------------
                                   Copy to:
                            JAMES W. McKENZIE, JR.
                          Morgan, Lewis & Bockius LLP
                              1701 Market Street
                            Philadelphia, PA  19103
                                (215) 963-4852

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
<S>                         <C>                <C>                <C>                 <C> 
   Title of securities         Number of`      Proposed maximum    Proposed maximum
          to be               shares to be      offering price        aggregate            Amount of
        registered           registered (1)        per share      offering price (4)  registration fee (5)
- ---------------------------------------------------------------------------------------------------------
Common Stock,                 3,891,411(2)(3)         (4)               $24,972,497             $6,942.35
par value $.01 per share
=========================================================================================================
</TABLE>

(1)  This registration statement covers shares of Common Stock of VerticalNet,
     Inc. which may be offered or sold pursuant to the Amended and Restated 1996
     Equity Compensation Plan and the Employee Stock Purchase Plan.  Pursuant to
     Rule 457(h)(2), no separate registration fee is required with respect to
     the interests in the plans.  This registration statement also relates to an
     indeterminate number of shares of Common Stock that may be issued upon
     stock splits, stock dividends or similar transactions in accordance with
     Rule 416.
(2)  Represents shares of Common Stock of VerticalNet, Inc. which may be offered
     or sold pursuant to the Amended and Restated 1996 Equity Compensation Plan.
(3)  Represents shares of Common Stock of VerticalNet, Inc. which may be offered
     or sold pursuant to the Employee Stock Purchase Plan.
(4)  With respect to awards that have previously been issued under the Amended
     and Restated 1996 Equity Compensation Plan, the actual offering price has
     been used to compute the maximum offering price pursuant to Rule 457(h)(1).
     For the remaining shares of Common Stock of VerticalNet, Inc. issuable
     under the Amended and Restated 1996 Equity Compensation Plan and the
     Employee Stock Purchase Plan, information regarding fluctuating market
     prices under Rule 457(c) was unavailable at the date of filing of this
     Registration Statement as the shares were not yet publicly traded.
     Therefore, the maximum offering price for these shares is based on a bona
     fide estimate ($14.00) pursuant to Rule 457(a).
(5)  Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
     offering price multiplied by .000278.
================================================================================
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, as filed by VerticalNet, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission"), are incorporated by
reference in this Registration Statement and made a part hereof:

     (a)  The prospectus dated February 10, 1999 filed under Rule 424(b) as part
     of the Company's registration statement on Form S-1 (Registration No. 333-
     68053) which initiates the consolidated financial statements and schedule
     of VerticalNet, Inc. as of December 31, 1996 and 1997 and September 30,
     1998 and for the period from July 28, 1995 (inception) through December 31,
     1995, the years ended December 31, 1996 and 1997, and the nine month period
     ended September 30, 1998.

     (b)  The description of the Common Stock of the Company contained in a
     registration statement filed on Form 8-A under the Securities and Exchange
     Act (the "Exchange Act") filed on January 19, 1999, including any amendment
     or report filed for the purpose of updating such description.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein and to be part hereof from the
date of filing of such documents.  Any statement contained in any document, all
or a portion of which is 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 or incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


                                      II-1
<PAGE>
 
ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of 1988
(the "PBCL") provide the Company the power to indemnify any officer or director
who was or is a party or is threatened to be made a party to any action or
proceeding by reason of the fact that he is or was an officer or director of the
Company, against expenses, judgments, penalties, fines, and amounts paid in
settlement in connection with such action or proceeding, whether the action was
instituted by a third party or arose by or in the right of the Company, if such
officer or director acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Company and, with respect
to any criminal proceeding, had no reasonable cause to believe that his conduct
was unlawful.  Section 1743 of the PBCL provides that to the extent that an
officer or director of the Company has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections
1741 or 1742, or in defense of any claim, issue or matter therein, such officer
or director shall be indemnified against expenses (including attorneys' fees and
disbursements) actually and reasonably incurred by such officer or director in
connection therewith.

     The Company's Articles of Incorporation provide that the Company shall
indemnify any officer or director who was, is, or is threatened to be made a
party to a proceeding by reason of the fact that he or she is or was an officer
or director of the Company, to the fullest extent permitted under the PBCL.

     The Bylaws of the Company provide for the advancement of expenses to an
indemnified party upon receipt of an undertaking by the party to repay those
amounts if it is finally determined that the indemnified party is not entitled
to indemnification.  The Bylaws of the Company authorize the Company to take
steps to ensure that all persons entitled to indemnification are properly
indemnified, including, if the Board of Directors of the Company so determines,
purchasing and maintaining insurance.
 
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                      II-2
<PAGE>
 
ITEM 8.   EXHIBITS.

     The following is a list of exhibits filed as part of this Registration
Statement.

     Exhibit
     Number              Exhibit
     ------              -------

       5.1          Opinion of Morgan, Lewis & Bockius LLP.
      23.1          Consent of KPMG LLP.
      23.2          Consent of Morgan, Lewis & Bockius LLP (included within
                    Exhibit 5.1).


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 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; 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;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section 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 Company 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 that remain unsold at the termination of
the offering.

                                      II-3
<PAGE>
 
     (b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Company'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 this
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.

                                      II-4
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 Horsham, Pennsylvania on February 10, 1999.

                                    VERTICALNET, INC.



                                    By:   /s/ Gene S. Godick
                                          ---------------------------------
                                          Gene S. Godick
                                          Vice President of Finance and
                                              Chief Financial Officer
       

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.


       Signature                      Title                    Date
- ------------------------  -----------------------------  -----------------
 
/s/ Mark L. Walsh         President and Chief            February 10, 1999
- ------------------------  Executive Officer (principal
Mark L. Walsh             executive officer)
 
/s/ Michael J. Hagan      Senior Vice President and      February 10, 1999
- ------------------------  Director
Michael J. Hagan
 
/s/ Gene S. Godick        Vice President and Chief       February 10, 1999
- ------------------------  Financial Officer (principal
Gene S. Godick            financial officer and
                          accounting officer)
 
 
/s/ Douglas A. Alexander  Director                       February 10, 1999
- ------------------------
Douglas A. Alexander

                                      S-1
<PAGE>
 
       Signature                      Title                    Date
- ------------------------  -----------------------------  -----------------
 
/s/ Jeffrey C. Ballowe    Director                       February 10, 1999
- ------------------------
Jeffrey C. Ballowe
 
/s/ Walter W. Buckley, III
- ------------------------  Director                       February 10, 1999
Walter W. Buckley, III
 
/s/ Matthew J. Warta
- ------------------------  Director                       February 10, 1999
Matthew J. Warta

                                      S-2
<PAGE>
 
                               VERTICALNET, INC.
                                        
                               INDEX TO EXHIBITS

 Exhibit Number                       Document
- ----------------  ------------------------------------------------

       5.1        Opinion of Morgan, Lewis & Bockius LLP.
      23.1        Consent of KPMG LLP.
      23.2        Consent of Morgan, Lewis & Bockius LLP (included with Exhibit
                  5.1)

<PAGE>
 
                                                                     EXHIBIT 5.1

MORGAN, LEWIS & BOCKIUS LLP
1701 Market Street
Philadelphia, PA 19103

February 11, 1999

VerticalNet, Inc.
2 Walnut Grove Drive
Horsham, Pennsylvania 19044

Re:      VerticalNet, Inc.- Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to VerticalNet, Inc., a Pennsylvania corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
the registration of up to 3,891,411 shares of Common Stock, par value $.01 per
share (the "Shares"), of the Company to be issued in connection with the
Company's Amended and Restated 1996 Equity Compensation Plan and the Company's
Employee Stock Purchase Plan (the "Plans").  In rendering the opinion set forth
below, we have reviewed (a) the Registration Statement; (b) the Company's
Amended and Restated Articles of Incorporation and Amended and Restated Bylaws;
(c) certain records of the Company's corporate proceedings as reflected in its
minute books; (d) the Plans; and (e) such records, documents, statutes and
decisions as we have deemed relevant.  In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original of all documents submitted to
us as copies thereof.

Based upon the foregoing, we are of the opinion that the Shares will, when
issued in the manner and on the terms described in the Plans, be duly
authorized, validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement.  In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.

Very truly yours,


/s/ Morgan, Lewis & Bockius LLP
- -------------------------------
Morgan, Lewis & Bockius LLP

<PAGE>
 
                                                                    EXHIBIT 23.1

Consent of Independent Auditors



The Board of Directors
VerticalNet, Inc.:



We consent to the use of our reports dated December 22, 1998, except as to the 
last paragraph of Note 14 which is as of February 7, 1999, relating to the 
consolidated balance sheets of VerticalNet, Inc. and subsidiaries as of December
31, 1996 and 1997, and September 30, 1998 and the related consolidated 
statements of operations, shareholders' equity (deficit), and cash flows and 
related schedule for the period from July 28, 1995 (inception) to December 31, 
1995, for the years ended December 31, 1996 and 1997, and the nine months ended 
September 30, 1998 incorporated by reference in this Registration Statement on 
Form S-8, which reports are included in the prospectus of the Registration 
Statement (No. 333-68053) on Form S-1 dated February 10, 1999 of VerticalNet, 
Inc.


                                            KPMG LLP



Philadelphia, Pennsylvania
February 10, 1999



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