As filed with the Securities and Exchange Commission on July 24, 2000
Registration No. 333-
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=========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERWORLD CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3818716
(State or Other (IRS Employer
Jurisdiction of Identification Number)
Incorporation or
Organization)
395 HUDSON STREET, 6TH FLOOR
NEW YORK, NEW YORK 10014
(212) 301-2500
(Address of Principal Executive Offices)
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2000 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
-------------------
JEREMY M. DAVIS
President and Chief Executive Officer
InterWorld Corporation
395 Hudson Street, 6th Floor
New York, New York 10014
(Name and Address of Agent for Service)
(212) 301-2500
(Telephone Number, Including Area Code, of Agent for Service)
With a Copy to:
Paul V. Rogers, Esq.
Covington & Burling
1201 Pennsylvania Avenue, N.W.
Washington, DC 20004
(202) 662-6000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================== ================= ================ ================ ==============
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered(1) Per Share(2) Offering Price(2) Fee
------------------------------- ----------------- ---------------- ---------------- --------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share ............... 5,891,181 shares $24.25 $142,861,139 $37,715
=============================== ================= ================ ================ ==============
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), the number of shares of Common Stock registered hereby
is subject to adjustment to prevent dilution by reason of any stock
dividend, stock split, recapitalization or other similar transaction.
(2) Calculated in accordance with Rule 457(h) under the Securities Act on the
basis of the average of the high and low sales prices per share of Common
Stock on July 18, 2000, as reported by the Nasdaq National Market.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1). Such documents will not be
filed with the Securities and Exchange Commission (the "Commission") either as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act of 1933, as amended (the "Securities
Act"). These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this registration statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this registration statement
the following documents filed by it with the Commission:
(i) Annual Report on Form 10-K for the fiscal year ended December 31, 1999,
filed with the Commission on February 28, 2000;
(ii) Description of the Registrant's common stock, par value $0.01 per
share, contained in the Registrant's Registration Statement on Form 8-A
filed with the Commission on August 4, 1999; and
(iii) All reports filed by the Registrant with the Commission under Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since
December 31, 1999.
In addition, all documents and reports filed by the Registrant with the
Commission 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 offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of the filing of such documents or reports.
Any statement contained in a document incorporated or deemed to be 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 herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
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.
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law and the Registrant's certificate of
incorporation and bylaws limit the monetary liability of directors to the
Registrant and its stockholders and provide for indemnification of officers and
directors for liabilities and expenses that they may incur in such capacities.
In general, officers and directors are indemnified with respect to actions taken
in good faith in a manner reasonably believed to be in, or not opposed to, the
best interests of the Registrant, and with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe were
unlawful. The Registrant has indemnification agreements with each of its
directors and officers that provide for the maximum indemnification allowed by
law. Reference is made to the form of Director Indemnification Agreement filed
as Exhibit 10.3 to the Registrant's Registration Statement on Form S-1
<PAGE>
(File No. 333-96245), and the certificate of incorporation and bylaws of the
Registrant filed as Exhibits 3.1 and 3.2, respectively, to the Registrant's
Registration Statement on Form S-1 (File No. 333-79879).
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
No. Description
------- -----------
4.1 Amended and Restated Certificate of Incorporation of the Registrant (1)
4.2 Bylaws of the Registrant (1)
4.3 Amended and Restated Registration Rights Agreement by and among the
Registrant and certain of its stockholders (1)
5.1 Opinion of Covington & Burling (3)
23.1 Consent of PricewaterhouseCoopers LLP (3)
23.2 Consent of Covington & Burling (included in Exhibit 5.1)
24 Power of Attorney (included on signature page)
99.1 2000 Equity Incentive Plan (2)
-----------------
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-79879).
(2) Incorporated by reference to the Registrant's Definitive Proxy
Statement on Form DEFS14A (File No. 000-26925).
(3) Filed herewith.
Item 9. Undertakings
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. 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 end 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% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant 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 which remain unsold at the termination
of the offering.
<PAGE>
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 City of New York, State of New York, on this 24th day of
July, 2000.
INTERWORLD CORPORATION
By: /s/ Jeremy M. Davis
------------------------------------
Jeremy M. Davis
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below under the heading "Signature"
constitutes and appoints Jeremy M. Davis and Douglas Maio, or any of them, his
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all Registration Statements on Form S-8 with respect
to any securities to be offered and issued by InterWorld Corporation, a Delaware
corporation (the "Registrant"), pursuant to any employee benefit plan (as such
term is defined in the General Instructions to Form S-8) of the Registrant and
any or all amendments to any such Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully for all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on the 24th day of July, 2000, by the following
persons in the capacities indicated.
Signature Title Date
--------- ----- ----
/s/ Jeremy M. Davis President and July 24, 2000
---------------------------- Chief Executive Officer
Jeremy M. Davis (principal executive officer)
/s/ Douglas Maio Chief Financial Officer July 24, 2000
---------------------------- (principal financial and
Douglas Maio accounting officer)
/s/ Michael J. Donahue Chairman July 24, 2000
----------------------------
Michael J. Donahue
/s/ Kenneth G. Langone Director July 24, 2000
----------------------------
Kenneth G. Langone
/s/ Yves Sisteron Director July 24, 2000
----------------------------
Yves Sisteron
/s/ Jack Slevin Director July 24, 2000
----------------------------
Jack Slevin
/s/ Russell West Director July 24, 2000
----------------------------
Russell West
/s/ David Lonsdale Director July 24, 2000
----------------------------
David Lonsdale
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
4.1 Amended and Restated Certificate of Incorporation of the Registrant (1)
4.2 Bylaws of the Registrant (1)
4.3 Amended and Restated Registration Rights Agreement by and among the
Registrant and certain of its stockholders (1)
5.1 Opinion of Covington & Burling (3)
23.1 Consent of PricewaterhouseCoopers LLP (3)
23.2 Consent of Covington & Burling (included in Exhibit 5.1)
24 Power of Attorney (included on signature page)
99.1 2000 Equity Incentive Plan (2)
--------------------
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-79879).
(2) Incorporated by reference to the Registrant's Definitive Proxy Statement
on Form DEFS14A (File No. 000-26925).
(3) Filed herewith.
<PAGE>
EXHIBIT 5.1
OPINION OF COVINGTON & BURLING
------------------------------
July 24, 2000
InterWorld Corporation
395 Hudson Street, 6th Floor
New York, New York 10014
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of 5,891,181 shares of common stock, par value $0.01 per share (the
"Shares"), of InterWorld Corporation, a Delaware corporation (the "Company"),
issuable upon the exercise of certain rights granted or to be granted pursuant
to the 2000 Equity Incentive Plan (the "Plan"), we have reviewed such corporate
records, certificates and other documents, and such questions of law, as we have
deemed necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized and reserved for issuance pursuant to the Plan, and when the Shares
have been duly issued and paid for upon the exercise of certain rights pursuant
to the Plan, and assuming compliance with the Act, the Shares will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Covington & Burling
-------------------------
Covington & Burling
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of InterWorld Corporation of our report dated February 7,
2000, relating to the financial statements of InterWorld Corporation as of and
for the year ended December 31, 1999, which appears in the Form 10-K of
InterWorld Corporation for the year ended December 31, 1999. We also consent to
the incorporation by reference of our report dated February 7, 2000 relating to
the financial statement schedule, which appears in such Form 10-K of InterWorld
Corporation.
PricewaterhouseCoopers LLP
New York, New York
July 24, 2000
<PAGE>
