VERTICALNET INC
S-8, 2000-04-06
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<PAGE>

     As filed with the Securities and Exchange Commission on April 6, 2000

                                                Registration No.
================================================================================

                       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)

                           700 Dresher Road, Suite 100
                           Horsham, Pennsylvania 19044
                    (Address of principal executive offices)

   VerticalNet, Inc. Equity Compensation Plan for Employees (1999), as amended
 Tradeum, Inc. 1999 Stock Option Plan for Officers, Directors and
                       Key Service Providers, as amended
                Tradeum, Inc. 1999 Stock Option Plan, as amended
                            (Full title of the plans)

                             James W. McKenzie, Jr.
                    Senior Vice President and General Counsel
                                VerticalNet, Inc.
                           700 Dresher Road, Suite 100
                           Horsham, Pennsylvania 19044
                                 (215) 328-6100

  (Name, address, telephone number, including area code, of agent for service)

                                ----------------
                                    Copy to:
                             STEVEN M. RUSKIN, ESQ.
                           Morgan, Lewis & Bockius LLP
                         300 S. Grand Avenue, 22nd Floor
                          Los Angeles, California 90071
                                 (213) 612-2500

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
 ==========================================================================================================
      Title of securities      Number of      Proposed maximum    Proposed maximum         Amount of
             to be            shares to be     offering price         aggregate       registration fee (4)
           registered        registered (1)       per share      offering price (3)
 ----------------------------------------------------------------------------------------------------------
<S>                          <C>              <C>                   <C>                     <C>
 Common Stock,               13,426,148 (2)          (3)            $579,211,754            $152,912
 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. Equity
    Compensation Plan for Employees (1999), as amended (the "1999 VerticalNet
    Plan") , the Tradeum, Inc. 1999 Stock Option Plan for Officers, Directors
    and Key Service Providers, as amended (the "Tradeum Plan A"), and the
    Tradeum, Inc. 1999 Stock Option Plan, as amended (the "Tradeum Plan B").
    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, the Tradeum Plan A and the
    Tradeum Plan B.
(3) With respect to awards that have previously been issued under the 1999
    VerticalNet Plan, the Tradeum Plan A and the Tradeum Plan B, 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 April 4, 2000, which
    average was $47.91 per share.
(4) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
    offering price multiplied by .000264.

================================================================================
<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 Company's Annual Report on Form 10-K for the fiscal year ended
       December 31, 1999, filed with the Commission on March 30, 2000.

       (b) The Company's Current Reports on Form 8-K filed with the Commission
       since December 31, 1999.

       (c) The description of the Common Stock of the Company contained in a
       registration statement filed on Form 8-A under the Securities Exchange
       Act of 1934 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 Securities Exchange Act
of 1934, 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.


                                     II-1
<PAGE>

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 of the PBCL, 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 James W. McKenzie, Jr.
        23.1    Consent of KPMG LLP.
        23.2    Consent of Arthur Andersen LLP.
        23.3    Consent of James W. McKenzie, Jr. (included within Exhibit 5.1).

Item 9.  Undertakings.

       (a) The undersigned registrant hereby undertakes:


                                     II-2
<PAGE>

       (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
    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


                                     II-3
<PAGE>

    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 April 6, 2000.

                                         VERTICALNET, INC.

                                         By: /s/ Gene S. Godick
                                             -----------------------------------
                                             Gene S. Godick,
                                             Senior Vice President 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.

<TABLE>
<CAPTION>
         Signature                               Title                      Date

<S>                               <C>                                  <C>
/s/ Mark L. Walsh                 President, Chief Executive Officer   April 6, 2000
- ------------------------------    (principal executive officer), and
Mark L. Walsh                     Director

/s/ Michael J. Hagan              Chief Operating Officer and          April 6, 2000
- ------------------------------    Director
Michael J. Hagan

/s/ Gene S. Godick                Senior Vice President and Chief      April 6, 2000
- ------------------------------    Financial Officer (principal
Gene S. Godick                    financial officer and accounting
                                  officer)

/s/ Douglas A. Alexander          Chairman of the Board and Director   April 6, 2000
- ------------------------------
Douglas A. Alexander

/s/ Jeffrey C. Ballowe            Director                             April 6, 2000
- ------------------------------
Jeffrey C. Ballowe

/s/ Walter W. Buckley, III        Director                             April 6, 2000
- ------------------------------
Walter W. Buckley, III

                                  Director
- ------------------------------
Leo J. Hindery, Jr.
</TABLE>

                                      S-1
<PAGE>

                                VERTICALNET, INC.

                                INDEX TO EXHIBITS

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


     5.1       Opinion of James W. McKenzie, Jr.
    23.1       Consent of KPMG LLP.
    23.2       Consent of  Arthur Andersen LLP.
    23.3       Consent of James W. McKenzie, Jr. (included with Exhibit 5.1).

<PAGE>

                                                                     EXHIBIT 5.1

April 6, 2000

VerticalNet, Inc.
700 Dresher Road, Suite 100
Horsham, Pennsylvania 19044

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

Ladies and Gentlemen:

I am general 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 13,426,148 shares of Common Stock, par value $.01 per
share (the "Shares"), of the Company to be issued in connection with the
VerticalNet, Inc. Equity Compensation Plan for Employees (1999), as amended, the
Tradeum, Inc. 1999 Stock Option Plan for Officers, Directors and Key Providers,
as amended, and the Tradeum, Inc. 1999 Stock Option Plan, as amended
(collectively, the "Plans"). In rendering the opinion set forth below, I 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 my examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals and the
conformity with the original of all documents submitted to me as copies thereof.

Based upon the foregoing, I am 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.

I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such opinion, I do not thereby admit that I am 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/ James W. McKenzie, Jr.
- -----------------------------
James W. McKenzie, Jr.

<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 January 28,
2000, relating to the consolidated balance sheets of VerticalNet, Inc. and
subsidiaries as of December 31, 1998 and 1999, and the related consolidated
statements of operations, shareholders' equity (deficit), and comprehensive loss
and cash flows for each of the years in the three-year period ended December 31,
1999, and related schedule, which reports appear in the December 31, 1999 annual
report on Form 10-K of VerticalNet, Inc., which is incorporated by reference
herein.




                                        /s/ KPMG LLP



April 5, 2000
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 registration statement of our report on the financial
statements of NECX Exchange, LLC dated December 23, 1999 included in
VerticalNet, Inc.'s current report on Form 8-K/A dated December 16, 1999, and to
all references to our Firm included in this registration statement.



                                                  /s/ ARTHUR ANDERSEN LLP


Boston, Massachusetts
  April 5, 2000


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