THEGLOBE COM INC
S-8, 1998-11-13
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  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1998
                                                       REGISTRATION NO.  333-
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20945
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                             THEGLOBE.COM, INC.
           (Exact name of registrant as specified in its charter)
           DELAWARE                                     14-1781422
 (State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                    Identification Number)

                            31 WEST 21ST STREET
                          NEW YORK, NEW YORK 10010
                     (Address of registrant's/principal
                             executive offices)

                 THEGLOBE.COM, INC. 1998 STOCK OPTION PLAN
                 THEGLOBE.COM, INC. 1995 STOCK OPTION PLAN
                         (Full title of the plans)

                             TODD V. KRIZELMAN
                            STEPHAN J. PATERNOT
                             THEGLOBE.COM, INC.
                            31 WEST 21ST STREET
                          NEW YORK, NEW YORK 10010
                               (212) 886-0800
         (Name, address, and telephone number of agent for service)


                      CALCULATION OF REGISTRATION FEE
================================================================================
                                        PROPOSED    PROPOSED
                                        MAXIMUM     MAXIMUM
                          AMOUNT TO     OFFERING    AGGREGATE        AMOUNT OF
TITLE OF SECURITIES          BE         PRICE PER   OFFERING       REGISTRATION
TO BE REGISTERED (1)     REGISTERED     SHARE(2)    PRICE(2)            FEE
- --------------------------------------------------------------------------------

Common Stock, par value 
$.001 per share (3)       1,200,000    $10.00       $12,000,000.00   $3,336.00
                           shares

                          791,000
                           shares      $10.00       $ 7,910,000.00   $2,198.98
                         ----------                 --------------   ---------

                         1,991,000
                           shares                   $25,883,000.00   $5,534.98
                         ----------                 --------------   ---------
- --------------------------------------------------------------------------------
 
(1)  Plus such additional number of shares as may be required pursuant to
     the 1998 Stock Option Plan and the 1995 Stock Option Plan in the event
     of a stock dividend, stock split, recapitalization or other similar
     event.
(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the
     "Securities Act") , on the basis of the highest proposed offering
     price per share of Registrant's Common Stock, par value $.001 per
     share (the "Common Stock").
(3)  The Common Stock referred to herein includes Preferred Stock Purchase
     Rights (the "Rights"). The Rights will be associated and trade with
     the Common Stock. The value, if any, of the Rights will be reflected
     in the market price of the Common Stock.
<PAGE>
                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The  document(s)  containing  information  specified by Part I of
this Form S-8  Registration  Statement (the  "Registration  Statement") has
been or will be sent or given to  participants of  theglobe.com,  inc. 1998
Stock Option Plan (the "1998 Plan") and of  theglobe.com,  inc.  1995 Stock
Option Plan (the "1995 Plan") as specified in Rule 428(b)(1) promulgated by
the  Securities  and  Exchange  Commission  (the  "Commission")  under  the
Securities  Act.  Such  document(s)  are not  required to be filed with the
Commission  but  constitute  (along  with  the  documents  incorporated  by
reference  into the  Registration  Statement  pursuant to Item 3 of Part II
hereof),  a prospectus that meets the  requirements of Section 10(a) of the
Securities Act.

          References herein to "the Company" shall mean theglobe.com, inc.,
a Delaware corporation.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3. Incorporation of Documents by Reference

          The  following  documents,  which have been filed by the  Company
with the Commission,  are  incorporated  by reference in this  Registration
Statement.

          (a)  The  Registrant's  Registration  Statement No.  333-59751 on
               Form  S-1  filed  with  the  Commission  on July  24,  1998,
               together with the amendments  thereto on Forms S-1/A,  filed
               with the Commission on August 20, 1998,  September 15, 1998,
               September 29, 1998, October 14, 1998 and November 12, 1998;

          (b)  The  Registrant's   prospectus  filed  with  the  Commission
               pursuant to Rule 424(b) of the  Securities Act in connection
               with the  Registration  Statement No. 333-59751 on Form S-1,
               in which there are set forth  audited  financial  statements
               for the Registrant's fiscal year ended December 31, 1997.

          (c)  The Registrant's Registration Statement No. 00-24735 on Form
               8-A, filed with the Commission on November 12, 1998 pursuant
               to Section 12 of the  Securities  Exchange  Act of 1934,  as
               amended (the  "Exchange  Act") in which there are  described
               the  terms,   rights  and   provisions   applicable  to  the
               Registrant's outstanding Common Stock.

          All reports and definitive proxy or information  statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
post-effective amendment which indicates that all securities offered hereby
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 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 subsequently filed document which also
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

          Section 145 of the Delaware General  Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers as well as
other  employees and individuals  against  expenses  (including  attorneys'
fees), judgments,  fines, and amounts paid in settlement in connection with
specified   actions,   suits,    proceedings   whether   civil,   criminal,
administrative,  or investigative  (other than action by or in the right of
the corporation -- a "derivative  action"), if they acted in good faith and
in a manner  they  reasonably  believed to be in or not opposed to the best
interests of the  corporation  and, with respect to any criminal  action or
proceeding,  had no reasonable cause to believe their conduct was unlawful.
A similar standard is applicable in the case of derivative actions,  except
that indemnification  only extends to expenses (including  attorneys' fees)
incurred in connection  with the defense or settlement of such action,  and
the statute requires court approval before there can be any indemnification
where the  person  seeking  indemnification  has been  found  liable to the
corporation.  The  statute  provides  that  it is not  exclusive  of  other
indemnification  that may be granted by a corporation's  charter,  by-laws,
disinterested director vote, stockholder vote, agreement, or otherwise.

          Article  VI of the  Company's  By-Laws  requires  the  Company to
indemnify  any person who was or is a party or is  threatened  to be made a
party to or is involved  (including,  without limitation,  as a witness) in
any threatened, pending or completed action, suit, arbitration, alternative
dispute  mechanism,  investigation,  administrative  hearing  or any  other
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Company)  brought by reason of the
fact that he or she is or was a director  or officer  of the  Company,  or,
while a  director  or  officer  of the  Company,  is or was  serving at the
request of the  Company as a  director  or officer of another  corporation,
partnership,  joint venture,  trust or other enterprise,  including service
with  respect to an employee  benefits  plan  against  expenses  (including
attorneys'  fees,  judgments,   fines,  excise  taxes  under  the  Employee
Retirement  Income  Security  Act of 1974,  penalties  and amounts  paid in
settlement)  incurred by him or her in connection with such action, suit or
proceeding  if he or she  acted in good  faith  and in a  manner  he or she
reasonably  believed to be in or not opposed to the best  interests  of the
Company,  and, with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.

          Section 102(b)(7) of the DGCL permits a corporation to provide in
its certificate of incorporation  that a director of the corporation  shall
not be  personally  liable  to the  corporation  or  its  stockholders  for
monetary  damages for breach of  fiduciary  duty as a director,  except for
liability  for (i) any  breach of the  director's  duty of  loyalty  to the
corporation or its  stockholders,  (ii) acts or omissions not in good faith
or which  involve  intentional  misconduct  or a knowing  violation of law,
(iii)  payment  of  unlawful  dividends  or  unlawful  stock  purchases  or
redemptions,  or (iv) any  transaction  from which the director  derived an
improper personal benefit.

          Article  VI  of  the  Company's   Fourth   Amended  and  Restated
Certificate  of  Incorporation  (the  "Certificate")  provides  that to the
fullest extent that the DGCL, as it now exists or may hereafter be amended,
permits the  limitation or  elimination  of the  liability of directors,  a
director  of  the  Company  shall  not be  liable  to  the  Company  or its
stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director.  Any  amendment to or repeal of, or adoption of any  provision of
the  Certificate  inconsistent  with,  such Article VI shall not  adversely
affect any right or  protection  of a director  of the  Company for or with
respect to any acts or omissions of such director  occurring  prior to such
amendment or repeal.

          The Company has entered into indemnification  agreements with its
directors and officers.  These  agreements  provide,  in general,  that the
Company will  indemnify  such  directors  and  officers  for, and hold them
harmless  from and  against,  any and all  amounts  paid in  settlement  or
incurred by, or assessed  against,  such directors and officers arising out
of or in  connection  with the service of such  directors and officers as a
director or officer of the Company or its Affiliates  (as defined  therein)
to the fullest extent permitted by Delaware law.

          The  Company   maintains   directors'  and  officers'   liability
insurance  which  provides  for  payment,  on behalf of the  directors  and
officers  of the Company and its  subsidiaries,  of certain  losses of such
persons  (other than  matters  uninsurable  under law) arising from claims,
including claims arising under the Securities Act, for acts or omissions by
such persons  while  acting as directors or officers of the Company  and/or
its subsidiaries, as the case may be.

          Item 7. Exemption from Registration Claimed

          Not applicable.

          Item 8. Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
- -----------         ----------------------

4.1                 Form of Fourth  Amended  and  Restated  Certificate  of
                    Incorporation  of  the  Company   previously  filed  as
                    Exhibit 3.1 to the Company's Registration Statement No.
                    333-59751 on Form S-1*

4.2                 Form of  By-Laws  of the  Company  previously  filed as
                    Exhibit 3.2 to the Company's Registration Statement No.
                    333-59751 on Form S-1*

4.3                 Form of Rights Agreement by and between the Company and
                    American Stock Transfer & Trust Company as Rights Agent
                    previously  filed  as  Exhibit  4.6  to  the  Company's
                    Registration Statement No. 333-59751 on Form S-1*

4.4                 1998 Stock Option Plan previously filed as Exhibit 10.6
                    to the Company's  Registration  Statement No. 333-59751
                    on Form S-1*

4.5                 1995 Stock Option Plan previously filed as Exhibit 10.7
                    to the Company's  Registration  Statement No. 333-59751
                    on Form S-1*

5.1                 Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1                Consent  of Fried,  Frank,  Harris,  Shriver & Jacobson
                    (included in Exhibit 5.1)

23.2                Consent of KPMG Peat  Marwick LLP  (independent  public
                    accountants)

* Incorporated herein by reference.
<PAGE>
          Item 9. Undertakings

          The Company hereby undertakes:

          (a)  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;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
                    arising after the effective  date of this  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 this Registration Statement;

               (iii)To include any  material  information  with  respect to
                    the plan of  distribution  not previously  disclosed in
                    this  Registration  Statement or any material change to
                    such information in this Registration Statement;

          provided,  however,  that paragraphs (i) and (ii) do not apply if
          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 Company pursuant
          to  Section  13 or  Section  15(d) of the  Exchange  Act that are
          incorporated by reference in this Registration Statement.

          (b)  That, for the purpose of determining any liability under the
               Securities Act, 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.

          (c)  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.

          (d)  That, for the purpose of determining any liability under the
               Securities  Act, each filing of the Company's  annual report
               pursuant to Section  13(a) or Section  15(d) of the Exchange
               Act that is incorporated  by reference in this  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 may be permitted  to  directors,  officers and  controlling
persons of the Company  pursuant to the  provisions  described in Item 6 of
this  Registration  Statement,  or otherwise,  the Company has been advised
that in the  opinion  of the  Commission  such  indemnification  is against
public  policy  as  expressed  in the  Securities  Act and  is,  therefore,
unenforceable.  In the event that a claim for indemnification  against such
liabilities  (other than the payment by the Company of expenses incurred or
paid by a  director,  officer or  controlling  person of the Company 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 Company 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  Securities  Act and will be
governed by the final adjudication of such issue.
<PAGE>
                                 SIGNATURES

          Pursuant  to  the   requirements   of  the  Securities  Act,  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 12, 1998.

                                                theglobe.com, inc.



                                              /s/ Todd V. Krizelman
                                              ------------------------------
                                              By:  Todd V. Krizelman

                                                  Co-Chief Executive Officer 
                                                  and Co-President

                                              /s/ Stephan J. Paternot
                                              ------------------------------
                                              By:  Stephan J. Paternot

                                                  Co-Chief Executive Officer,
                                                  Co-President and Secretary

                             POWER OF ATTORNEY

     KNOW BY ALL PERSONS BY THESE PRESENTS:

          That the  undersigned  officers and  directors  of  theglobe.com,
inc., a Delaware  corporation,  do hereby constitute and appoint Michael S.
Egan,  Todd V.  Krizelman and Stephan J.  Paternot,  and each of them,  the
lawful attorneys-in-fact and agents with full power and authority to do any
and all acts and things and to execute any and all  instruments  which said
attorneys  and agents,  and any one of them,  determine may be necessary or
advisable  or  required  to enable  said  corporation  to  comply  with the
Securities  Act  and  any  rules  or  regulations  or  requirements  of the
Commission in connection with this Registration Statement. Without limiting
the  generality of the foregoing  power and  authority,  the powers granted
include  the  power  and  authority  to sign the  names of the  undersigned
officers  and  directors  in  the  capacities   indicated   below  to  this
Registration Statement,  to any and all amendments,  both pre-effective and
post-effective,  and supplements to this Registration Statement, and to any
and all  instruments or documents  filed as part of or in conjunction  with
this Registration  Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms that all said attorneys and
agents,  or any one of them, shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.

          IN WITNESS  WHEREOF,  each of the  undersigned  has executed this
Power of Attorney as of the date indicated.

          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.

Signature                        Title                           Date
- ---------                        -----                           ----


  /s/ Michael S. Egan            Chairman                     November 12, 1998
- -------------------------------
        Michael S. Egan

  /s/ Todd V. Krizelman          Co-Chief Executive Officer,  November 12, 1998
- -------------------------------  Co-President and Director
       Todd V. Krizelman

  /s/ Stephan J. Paternot        Co-Chief Executive           November 12, 1998
- -------------------------------  Officer, Co-President, 
      Stephan J. Paternot        Secretary and Director

  /s/ Francis T. Joyce           Vice President and Chief     November 12, 1998
- -------------------------------  Financial Officer 
       Francis T. Joyce          (Principal Accounting 
                                 Officer)

  /s/ Edward A. Cespedes         Director                     November 12, 1998
- -------------------------------
      Edward A. Cespedes

  /s/ Rosalie V. Arthur          Director                     November 12, 1998
- -------------------------------
      Rosalie V. Arthur

  /s/ Robert M. Halperin         Director                     November 12, 1998
- -------------------------------
      Robert M. Halperin

  /s/ David H. Horowitz          Director                     November 12, 1998
- -------------------------------
      David H. Horowitz

  /s/ H. Wayne Huizenga          Director                     November 12, 1998
- -------------------------------
      H. Wayne Huizenga

  /s/ Henry C. Duques            Director                     November 12, 1998
- -------------------------------
      Henry C. Duques
<PAGE>
                             Index to Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
- -----------         ----------------------

4.1                 Form of Fourth  Amended  and  Restated  Certificate  of
                    Incorporation  of  the  Company   previously  filed  as
                    Exhibit 3.1 to the Company's Registration Statement No.
                    333-59751 on Form S-1*

4.2                 Form of  By-Laws  of the  Company  previously  filed as
                    Exhibit 3.2 to the Company's Registration Statement No.
                    333-59751 on Form S-1*

4.3                 Form of Rights Agreement by and between the Company and
                    American Stock Transfer & Trust Company as Rights Agent
                    previously  filed  as  Exhibit  4.6  to  the  Company's
                    Registration Statement No. 333-59751 on Form S-1*

4.4                 1998 Stock Option Plan previously filed as Exhibit 10.6
                    to the Company's  Registration  Statement No. 333-59751
                    on Form S-1*

4.5                 1995 Stock Option Plan previously filed as Exhibit 10.7
                    to the Company's  Registration  Statement No. 333-59751
                    on Form S-1*

5.1                 Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1                Consent  of Fried,  Frank,  Harris,  Shriver & Jacobson
                    (included in Exhibit 5.1)

23.2                Consent of KPMG Peat  Marwick LLP  (independent  public
                    accountants)



* Incorporated herein by reference.


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