<PAGE>
As filed with the Securities and Exchange Commission on July 20, 1999
Registration No. 333-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
1998 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
---------------------------------
<PAGE>
Registration of Additional Securities
This Registration Statement is being filed by 24/7 Media, Inc. (the
"Corporation" or the "Registrant") pursuant to General Instruction E to the Form
S-8 Registration Statement under the Securities Act of 1933, as amended, to
register an additional 2,750,000 shares of the Corporation's common stock, par
value $.01 per shares, which will be issued pursuant to the Corporation's
Amended and Restated 1998 Stock Incentive Plan (the "Plan"). A total of
3,000,000 shares of common stock issuable under the Plan were previously
registered pursuant to the Corporation's Registration Statement of Form S-8
filed with the SEC on November 9, 1998 (File No. 333-66995), and the information
contained therein is hereby incorporated by reference herein.
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate offering Registration
to be Registsered(1) per share(2) price(2) Fee
registered
Common 2,750,000 shares(1) $38.65625 $106,304,687.50 $29,553
Stock,
par value
$.01 per
share
(1) Additional shares available for issuance 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(h)(1) calculated on the basis of the average of
the high and low trading prices of the Corporation's common stock as
reported on the NASDAQ National Market on July 16, 1999.
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 Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 (File No. 000-29768).
(b) The Corporation's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 (File No. 1-14355).
(c) The Corporation's Form 8-K filed on March 23, 1999 (Filed No.
000-29768).
(d) The Corporation's Form 8-K filed on April 28, 1999 ( File No.
000-29768).
(e) The Corporation's Proxy Statement dated May 10, 1999, filed in
connection with Corporation's June 8, 1999 Annual Meeting of Stockholders.
(f) The Corporation's Registration Statement filed on Form S-1
(Registration No. 333-70857), and any amendments thereto, registering a
follow-on offering of the Corporation's common stock.
(g) 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. 333-70857).
<PAGE>
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 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. 333-70857))
4.2 Amended and Restated 1998 Stock Incentive Plan (incorporated by
reference to Exhibit A to the Corporation's Proxy Statement dated May
10, 1999, filed in connection with Corporation's June 8, 1999 Annual
Meeting of Stockholders).
*5 Opinion of Proskauer Rose LLP
*23.1 Consent of KPMG LLP
*23.2 Consent of Proskauer Rose LLP (included in Exhibit 5)
- -----------------------
* Filed herewith.
<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 July 20, 1999.
24/7 MEDIA, INC.
By: /s/ David J. Moore
--------------------------------
Name: David J. Moore
Title: Chief Executive Officer
POWERS OF ATTORNEY
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.
Signatures Title
---------- -----
/s/ David J. Moore Chief Executive Officer and
------------------------ Director (Principal Executive
David J. Moore Officer)
/s/ R. Theodore Ammon Chairman of the Board
------------------------
R. Theodore Ammon
/s/ Jacob I. Friesel Executive Vice President and
------------------------ Director
Jacob I. Friesel
/s/ John F. Barry III Director
------------------------
John F. Barry III
<PAGE>
Signatures Title
---------- -----
/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 Financial
C. Andrew Johns Officer (Principal Financial
Officer)
/s/ Arnie Semsky Director
-------------------------
Arnie Semsky
/s/ Stuart D. Shaw Controller (Principal Accounting
------------------------- Officer)
Stuart D. Shaw
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
24/7 Media, Inc. on Form S-8 of our report dated March 2, 1999, relating to the
consolidated balance sheets of 24/7 Media, 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 the related financial statement
schedule, which report appears in the annual report on Form 10-K of 24/7 Media,
Inc.
/s/ KPMG LLP
KPMG LLP
New York, New York
July 19, 1999
<PAGE>
EXHIBIT 5
July 20, 1999
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 an additional 2,750,000 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 Amended and Restated 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,
/s/ Proskauer Rose LLP
PROSKAUER ROSE LLP
<PAGE>
