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As filed with the Securities and Exchange Commission on October 19, 1999
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
_____________________
VERTICALNET, INC.
(Exact name of issuer as specified in its charter)
Pennsylvania 23-2815834
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
700 Dresher Road, Suite 100
Horsham, Pennsylvania 19004
(Address of principal executive offices)
VerticalNet, Inc. 1999 Equity Compensation Plan
Isadra, Inc. 1997, Stock Option Plan, as amended
(Full title of the plans)
Mark L. Walsh
President and Chief Executive Officer
VerticalNet, Inc.
700 Dresher Road, Suite 100
Horsham, Pennsylvania 19004
(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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
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 (3) registration fee (4)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 640,763(2) (3) $ 29,383,359 $ 8,169
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 VerticalNet, Inc. 1999
Equity Compensation Plan (the "1999 VerticalNet Plan") and the Isadra, Inc.
1997 Stock Option Plan, as amended (as amended, the "Isadra 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 1999 VerticalNet Plan and the Isadra Plan.
(3) With respect to awards that have previously been issued under the 1999
VerticalNet Plan and the Isadra 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 1999 VerticalNet Plan, the maximum offering price is estimated solely
for the purposes of calculating the registration fee using the average of
the high and low prices reported by the Nasdaq National Market for the
Common Stock of VerticalNet, Inc. on October 15, 1999, which average was
$48.78 per share.
(4) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by .000278.
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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 Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed with the SEC on March 31, 1999.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999 and June 30, 1999, filed with the SEC on, respectively, May
14, 1999 and August 3, 1999; the Company's Current Reports on Form 8-K
filed with the SEC on June 29, 1999, August 12, 1999, August 20, 1999,
September 9, 1999, September 10, 1999 and September 22, 1999.
(c) 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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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 Amended and Restated 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 Amended and Restated 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.
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 Arthur Andersen LLP.
23.3 Consent of Morgan, Lewis & Bockius LLP (included within Exhibit
5.1).
II-2
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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.
(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
II-3
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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.
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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 October 19, 1999.
VERTICALNET, INC.
By: /s/ Gene S. Godick
-----------------------------------
Gene S. Godick,
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Mark L. Walsh
- ----------------------------- President, Chief Executive October 19, 1999
Mark L. Walsh Officer (principal executive
officer), and Director
/s/ Michael J. Hagan
- ----------------------------- Executive Vice President and October 19, 1999
Michael J. Hagan Director
/s/ Gene S. Godick
- ----------------------------- Chief Financial Officer October 19, 1999
Gene S. Godick (principal financial officer
and accounting officer)
/s/ Douglas A. Alexander
- ----------------------------- Chairman of the Board and October 19, 1999
Douglas A. Alexander Director
</TABLE>
S-1
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jeffrey C. Ballowe
- -----------------------------
Jeffrey C. Ballowe Director October 19, 1999
/s/ Walter W. Buckley, III
- -----------------------------
Walter W. Buckley, III Director October 19, 1999
</TABLE>
S-2
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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 Arthur Andersen LLP.
23.3 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
October 19, 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 640,763 shares of Common Stock, par value $.01 per
share (the "Shares"), of the Company to be issued in connection with the
VerticalNet, Inc. 1999 Equity Compensation Plan and the Isadra, Inc. 1997 Stock
Option Plan, as amended (collectively, 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
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
VerticalNet, Inc.:
We consent to the incorporation by reference of our reports dated February 22,
1999, relating to the consolidated balance sheets of VerticalNet, Inc. and
subsidiaries as of December 31, 1997 and 1998, and the related consolidated
statements of operations, shareholders' equity (deficit), and cash flows for
each of the years in the three-year period ended December 31, 1998, and related
schedule, which reports appear in the December 31, 1998 annual report on
Form 10-K of VerticalNet, Inc., which is incorporated by reference herein. We
also consent to the incorporation by reference of our report dated July 29,
1999, except for footnote 7, as to which the date is August 10, 1999, relating
to the balance sheet of CertiSource, Inc. as of December 31, 1998 and the
related statements of operations, stockholders' deficit and cash flows for the
year then ended, which report appears in the Form 8-K of VerticalNet, Inc. filed
on August 20, 1999, which is incorporated by reference herein.
KPMG LLP
October 18, 1999
Philadelphia, Pennsylvania
<PAGE>
EXHIBIT 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 registration statement of our reports dated June 15,
1999, July 30, 1999 and June 2, 1999 included in VerticalNet, Inc.'s Current
Reports on Form 8-K filed June 29, 1999, August 12, 1999 and September 9, 1999,
respectively, and to all references to our firm included in this Form S-8
registration statement.
/s/ ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
October 15, 1999
