24/7 MEDIA INC
S-8, 1998-11-09
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    As filed with the Securities and Exchange Commission on November 9, 1998
                                                    Registration No. 333-_______

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

                                    FORM S-8
                            1988 Stock Incentive Plan
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                                24/7 Media, Inc.
             (Exact name of registrant as specified in its charter)


             Delaware                                     13-3995672
 (State or other jurisdiction of                (I.R.S. Employer Identification
  incorporation or organization)                            Number)

                                  1250 Broadway
                            New York, New York 10001
                                 (212) 231-7100
               (Address of principal executive offices) (Zip code)
                            -------------------------

                                 DAVID J. MOORE
                             Chief Executive Officer
                                24/7 Media, Inc.
                                  1250 Broadway
                            New York, New York 10001
                                 (212) 231-7100
                               Fax (212) 760-1774
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                        ---------------------------------

                        Copies of all communications to:
                              Ronald R. Papa, Esq,
                               Proskauer Rose LLP
                                  1585 Broadway
                          New York, New York 10036-8299
                                 (212) 969-3000
                               Fax (212) 969-2900
                        ---------------------------------
















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                                        1

<PAGE>


<TABLE>
<CAPTION>

                                                      CALCULATION OF REGISTRATION FEE


<S>                           <C>                   <C>                    <C>                      <C>
Title of securities to be       Amount to be         Proposed maximum        Proposed maximum         Amount of
registered                      registered(1)         offering price        aggregate offering       Registration
                                                       per share(2)              price(2)                Fee
Common Stock,
par value $.01 per
share                         3,000,000 shares            $13.25                $39,750,000           $11,726.25

========================== ====================== ====================== ======================== ==================

========================== ====================== ====================== ======================== ==================
</TABLE>


         (1)      The maximum number of shares as to which awards may be granted
                  under the 1998 Stock Incentive Plan (the "Plan").  Pursuant to
                  Rule 416,  there are also  being  registered  such  additional
                  indeterminate  number of shares  as may be  required  to cover
                  possible adjustments under such Plan.

         (2)      Estimated   solely  for  the   purpose  of   calculating   the
                  registration  fee  pursuant to Rule 457(c)  calculated  on the
                  basis of the high and low sale  prices of the Common  Stock as
                  reported on the NASDAQ National Market on November 2, 1998.


                                        2

<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents By Reference.

     The following  documents filed with the Securities and Exchange  Commission
by  24/7  Media,  Inc.,  a  Delaware   corporation  (the  "Corporation"  or  the
"Registrant"), are incorporated herein by reference:

          (a)  The  Corporation's  Registration  Statement  filed  on  Form  S-1
     (Registration No. 333-56085) registering the Corporation's common stock.

          (b) The  Corporation's  Quarterly  Report on Form 10-Q for the quarter
     ended June 30, 1998.

          (c) The description of the Corporation's  Common Stock, par value $.01
     per share,  contained in the Corporation's  Registration Statement filed on
     Form S-1(Registration No. 333-56085).

          All  documents  subsequently  filed  by the  Corporation  pursuant  to
     Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934
     (the "Exchange  Act"),  prior to the filing of a  post-effective  amendment
     which  indicated  that all remaining  securities  offered have been sold or
     which de-registers all securities then remaining unsold, shall be deemed to
     be incorporated by reference in this Registration  Statement and to be part
     thereof from the date of filing such documents.

          Any statement in a document  incorporated or deemed to be incorporated
     by reference  herein shall be deemed to be modified or  superseded  for the
     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  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.

     See Item 1 above.

     Item 5. Interest of Named Experts and Counsel.

     Not applicable.



                                      II-1

<PAGE>



     Item 6. Indemnification of Directors and Officers.

          The  Corporation's  Certificate  of  Incorporation  provides  that the
Corporation shall, to the full extent permitted by law, indemnify any person who
is  or  was  a  director,  officer,  incorporator,  employee  or  agent  of  the
Corporation  against liability arising by reason of the fact that such person is
or was a director, officer, incorporator,  employee or agent of the Corporation,
provided  that  such  person  acted  in good  faith  and in a  manner  he or she
reasonably believed was not opposed to the best interests of the Corporation.

          Article  Eighth  of the  Corporation's  Certificate  of  Incorporation
provides  that  a no  director  of  the  Corporation  shall  be  liable  to  the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director, to the fullest extent now or hereafter permitted by the laws
of the State of Delaware.

     Item 8. Exhibits.

     4.1  Certificate  of  Incorporation  of the  Corporation  (incorporated  by
          reference to Exhibit 3.1 to the Corporation's  Registration  Statement
          on Form S-1(Registration No. 333- 56085))

     4.2  1998 Stock Incentive Plan  (incorporated  by reference to Exhibit 10.1
          to the Corporation's  Registration  Statement on Form S-1(Registration
          No. 333-56085))

     *5   Opinion of Proskauer Rose LLP

     *23.1 Consent of KPMG Peat Marwick LLP

     *23.2 Consent of Proskauer Rose LLP (included in Exhibit 5)

     24   Powers of Attorney: Included on Page II-5.

- -----------------------
*  Filed herewith.


     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-2

<PAGE>



               (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 value of  securities  offered  (if just the
          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 or price represent no more than a
          20% change in the maximum  aggregate  offering  price set forth in the
          "calculation of Registration Fee" table in the effective  registration
          statement;
               (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) 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 with or furnished to the  Commission  by the  registrant
          pursuant to Section 13 or 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 the 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.

     (b) 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 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.

     (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


                                      II-3

<PAGE>



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 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 November 9, 1998.

                                   24/7 MEDIA, INC.

                                   By:      /s/ David J. Moore
                                            Name:    David J. Moore
                                            Title:   Chief Executive Officer


                               POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS  that each person whose  signature  appears
below  constitutes  and  appoints  David J. Moore,  C. Andrew  Johns and Mark E.
Moran, or either of them, his true and lawful  attorney-in-fact  and agent, with
full power of substitution  and  resubstitution,  to act, without the other, for
him and in his name,  place,  and stead,  in any and all  capacities,  to sign a
Registration Statement on Form S-8 of 24/7 Media, Inc. and any or all amendments
(including  post-effective  amendments)  thereto,  relating to the registration,
under the Securities  Act of 1933, as amended,  of shares of Common Stock of the
Corporation to be issued pursuant to the Corporation's 1998 Stock Incentive Plan
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorneys-in-fact  and agents 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 full to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.

     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 indicated.


                                      II-5

<PAGE>




    Signatures                    Title


/s/ David J. Moore            Chief Executive Officer and Director (Principal
David J. Moore                Executive Officer)


/s/ R. Theodore Ammon         Chairman of the Board
R. Theodore Ammon


/s/ Yale R. Brown             Executive Vice President - Technology and Director
Yale R. Brown


/s/ Jacob I. Friesel          Executive Vice President and Director
Jacob I. Friesel


/s/ John F. Barry             Director
John F. Barry


/s/ Michael P. Paolucci       Director
Michael P. Paolucci


/s/ Jack L. Rivkin            Director
Jack L. Rivkin


/s/ Charles W. Stryker        Director
Charles W. Stryker


/s/ C. Andrew Johns           Executive Vice president, Treasurer & Chief
C. Andrew Johns               Financial Officer (Principal Financial Officer)



                                      II-6

<PAGE>


    Signatures                    Title

/s/ Arnie Semsky              Director
Arnie Semsky

/s/ Stuart D. Shaw            Controller (Principal Accounting Officer)
Stuart D. Shaw






                                      II-7

<PAGE>




                                                                    Exhibit 23.1



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



We consent to the  incorporation by reference in the  registration  statement on
Form S-8 of 24/7 Media, Inc. of our reports dated, June 2, 1998, except for Note
13, which is as of July 20, 1998,  relating to the balance sheets of 24/7 Media,
Inc. as of December 31, 1996 and 1997, and the related statements of operations,
shareholder's  equity  (deficit)  and cash  flows  for each of the  years in the
three-year period ended December 31, 1997, and the related  financial  statement
schedule  dated August 12, 1998,  which  reports  appear in the Form S-1 of 24/7
Media, Inc. dated August 12, 1998.


                                                           KPMG PEAT MARWICK LLP

New York, New York
November 9, 1998



<PAGE>




                                                                       EXHIBIT 5

November 9, 1998

The Board of Directors
24/7 Media, Inc.
1250 Broadway
New York, New York 10001

Dear Sirs:

     We are acting as counsel to 24/7 Media,  Inc., a Delaware  corporation (the
"Company"),  in  connection  with the  Registration  Statement  on Form S-8 with
exhibits thereto (the  "Registration  Statement") filed by the Company under the
Securities Act of 1933, as amended,  and the rules and  regulations  thereunder,
relating to the registration of 3,000,000 shares (the "Shares") of Common Stock,
par value $.01 per  share,  of the  Company.  The Shares are to be issued by the
Company upon grant of certain  stock options (the  "Options")  granted and to be
granted to  certain  employees  or  directors  of the  Company  pursuant  to the
Company's 1998 Stock Incentive Plan (the "Plan").

     As  such  counsel,   we  have   participated  in  the  preparation  of  the
Registration   Statement,   and  have  reviewed  the  corporate  proceedings  in
connection  with the adoption of the Plan and have also examined and relied upon
originals or copies,  certified or otherwise  authenticated to our satisfaction,
of all such corporate records,  documents,  agreements, and instruments relating
to the Company,  and certificates of public officials and of  representatives of
the Company,  and have made such  investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
we have deemed proper and necessary as a basis for rendering this opinion.

     Based upon, and subject to, the  foregoing,  we are of the opinion that the
Shares  are duly  authorized  and,  upon  exercise  or grant of the  Options  in
accordance  with the terms of the Plan  against  payment of the  exercise  price
therefor (as  applicable),  will be, assuming no change in the applicable law or
pertinent facts, validly issued, fully paid, and non-assessable.

     We  hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required  under Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission promulgated thereunder.

                                Very truly yours,

                                PROSKAUER ROSE LLP



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