24/7 MEDIA INC
S-8, 1999-07-20
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      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
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