<PAGE>
As filed with the Securities and Exchange Commission on January 19, 2000
Registration No. 333-_________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UBID, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-0775328
(State of Other Jurisdiction (I.R.S. Employer
of Incorporation of Organization) Identification No.)
8550 W. Bryn Mawr Avenue, Suite 200
Chicago, Illinois 60631
(Address of Principal Executive Offices)
uBid, Inc. 1998 Stock Incentive Plan
(Full Title of Plan)
______________________________________________
Gregory K. Jones
Chief Executive Officer
uBid, Inc.
8550 W. Bryn Mawr Avenue, Suite 200
Chicago, Illinois 60631
(Name and Address of Agent for Service)
(773) 272-5000
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Robert M. Mattson, Jr.
Craig S. Mordock
Morrison & Foerster LLP
19900 MacArthur Boulevard
Irvine, California 92612
(949) 251-7500
__________________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Amount Maximum Maximum Amount of Proposed
Title of Securities to be Offering Price Aggregate offering Registration
to be Registered Registered(1) Per Share(2) Price(2) Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001
par value per share 346,315 shares $26.10 $9,038,822 $2,387
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement includes an indeterminate
number of additional shares which may be offered and issued to prevent
dilution from stock splits, stock dividends or similar transactions as
provided in the above-referenced plan.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), the proposed maximum offering price per
share and the proposed maximum aggregate offering price have been determined
on the basis of the average of the high and low prices reported on the
Nasdaq National Market on January 13, 2000.
================================================================================
<PAGE>
Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), this Registration Statement is filed
for the purpose of registering additional securities under the 1998 Stock
Incentive Plan of uBid, Inc. (the "Registrant"), which are the same class as
those registered under the currently effective Registration Statement on Form S-
8 (Registration No. 333-69355) relating to the 1998 Stock Incentive Plan of the
Registrant, and the contents of that Registration Statement, including any
amendments thereto or filings incorporated therein, are incorporated herein by
this reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, which includes audited financial statements for the
Registrant's latest fiscal year.
(b) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the fiscal year covered by the audited financial statements described in (a)
above.
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on November 30,
1998 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 into this Registration Statement and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document 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 statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
2
<PAGE>
Item 8. Exhibits.
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (See signature page)
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, uBid, Inc. 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
Chicago, State of Illinois, on January 18, 2000.
UBID, INC.
By: /s/ Gregory K. Jones
-------------------------------------
Gregory K. Jones
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Gregory K.
Jones and Thomas E. Werner, and each of them, as attorneys-in-fact, each with
the power of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Commission,
granting to said attorneys-in-fact, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, 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/ Gregory K. Jones Chairman of the Board of Directors, President and January 18, 2000
- --------------------------------- Chief Executive Officer (Principal Executive
Gregory K. Jones Officer)
/s/ Thomas E. Werner Chief Financial Officer (Principal Financial and January 18, 2000
- --------------------------------- Accounting Officer)
Thomas E. Werner
/s/ Mark C. Layton Director January 12, 2000
- ---------------------------------
Mark C. Layton
/s/ Allen Lenzmeier Director January 13, 2000
- ---------------------------------
Allen Lenzmeier
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------------- --------------------------------------------------- ---------------------
<S> <C> <C>
/s/ Russell Pillar Director January 13, 2000
- ---------------------------------
Russell I. Pillar
/s/ Howard A. Tullman Director January 13, 2000
- ---------------------------------
Howard A. Tullman
/s/ Norman H. Wesley Director January 12, 2000
- ---------------------------------
Norman H. Wesley
</TABLE>
5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (See signature page)
6
<PAGE>
EXHIBIT 5.1
OPINION OF MORRISON & FOERSTER LLP
[Morrison & Foerster LLP Letterhead]
January 18, 2000
uBid, Inc.
8550 West Bryn Mawr Avenue
Suite 200
Chicago, Illinois 60631-3203
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to
be filed with the Securities and Exchange Commission (the "SEC") in connection
with the registration under the Securities Act of 1933, as amended, of an
aggregate of 346,315 shares of your common stock, $.001 par value (the "Common
Shares") issuable upon exercise of options which may be granted pursuant to the
uBid, Inc. 1998 Stock Incentive Plan (the "Plan").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption of the
Plan and the authorization of the issuance of the Common Shares or options to
purchase Common Shares under the Plan (the "Plan Shares") and such documents as
we have deemed necessary to render this opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when issued
and outstanding pursuant to the terms of the Plan, will be validly issued, fully
paid and nonassessable Common Shares.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the uBid, Inc. 1998 Stock Incentive Plan of
our report dated January 22, 1999, with respect to the financial statements and
schedule of uBid, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1998 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
January 18, 2000
