AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20945
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
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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
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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
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1,991,000
shares $25,883,000.00 $5,534.98
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(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
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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
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By: Todd V. Krizelman
Co-Chief Executive Officer
and Co-President
/s/ Stephan J. Paternot
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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
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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.