AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 2000
REGISTRATION NUMBER 333-
============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
---------------------
THEGLOBE.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7310 14-1782422
(STATE OR OTHER (PRIMARY STANDARD (IRS EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
120 BROADWAY
NEW YORK, NEW YORK 10271
(212) 894-3600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------
RICHARD MASS, ESQ.
GENERAL COUNSEL
THEGLOBE.COM, INC.
120 BROADWAY, 22ND FLOOR
NEW YORK, NEW YORK 10271
(212) 894-3600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH A COPY TO:
STUART GELFOND, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
---------------------
<PAGE>
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC:
As soon as practicable effective after the date of the registration
statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box: [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering: [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Title of each class of Amount to be Proposed maximum offering Proposed maximum Amount of
securities to be registered registered price (1) per share aggregate offering price registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock 1,635,966 $3.0078 $4,920,659 $1,300
======================================================================================================================
<FN>
(1) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as
amended, based on an average of the high and low sales prices on the
Nasdaq National Market of the common stock of the Registrant on May 11,
2000, which was $3.0078 per share.
</FN>
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
<PAGE>
The information in this prospectus will be amended or completed.
==============================================================================
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SELLING STOCKHOLDERS MAY NOT SELL
THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject To Completion, Dated May 11, 2000
1,635,966 Shares
theglobe.com, inc.
Common Stock
All of the shares being offered hereby are being offered by selling
stockholders who acquired the shares from theglobe.com in connection
with certain of theglobe.com's acquisitions.
-------------------------
theglobe.com's common stock is listed on the NASDAQ national market
under the symbol "TGLO."
The reported last sale price of the common stock on May 11, 2000 on
the NASDAQ national market was $2.9688 per share.
-------------------------
Investing in the common stock involves risks.
See "Risk Factors" on page 3.
-------------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation
to the contrary is a criminal offense.
The selling stockholders may sell the shares in transactions on the
Nasdaq National Market, in negotiated transactions or otherwise, at market
prices prevailing at the time of the sale or at negotiated or fixed prices.
The selling stockholders may sell some or all of their shares in
transactions involving broker-dealers, who may act either as agent or
principal. To the extent required, the aggregate amount of common stock
being offered and the material terms of the offering, the names of any such
agents, dealers or underwriters and any applicable commission or discount
with respect to a particular offer will be set forth in an accompanying
prospectus supplement. The aggregate proceeds to the selling stockholders
from the sale of the common stock will be the selling price of the common
stock sold less the aggregate agents' commissions and underwriters'
discounts, if any, and other expenses of issuance and distribution not
borne by theglobe.com. We will not receive any proceeds from the sale of
the selling stockholders' shares. See "Selling Stockholder" and "Plan of
Distribution."
<PAGE>
Table Of Contents
Page
----
Risk Factors....................................................... 3
Where You Can Find More Information................................ 3
theglobe.com....................................................... 5
Cautionary Notice Regarding Forward-Looking Statements............. 5
Use Of Proceeds.................................................... 5
Selling Stockholders............................................... 6
Plan Of Distribution............................................... 7
Legal Matters...................................................... 7
Experts............................................................ 7
Information Not Required In Prospectus............................. 8
Signatures......................................................... 13
<PAGE>
RISK FACTORS
A description of certain risk factors you should consider in
connection with this offering is contained in our Form 10-K for the fiscal
year ended December 31, 1999 filed with the SEC on March 30, 2000, which
risk factors we incorporate hereby by reference. YOU SHOULD CONSIDER THESE
MATTERS IN DECIDING WHETHER TO PURCHASE SHARES OF COMMON STOCK PURSUANT TO
THIS OFFERING. In addition, you should consider the following risk factors:
THE SALE OF SHARES ELIGIBLE FOR FUTURE SALE IN THE OPEN MARKET COULD
DEPRESS OUR STOCK PRICE.
Sales of significant amounts of our common stock in the public
market in the future, the perception that sales will occur or the
registration of such shares could materially and adversely affect the
market price of the common stock or our future ability to raise capital
through an offering of our equity securities. We currently have
approximately 18,932,092 shares of common stock that are freely tradeable.
We also have outstanding approximately 7,864,034 shares of our common stock
that are held by our "affiliates," within the meaning of the Securities Act
of 1933, and are currently eligible for sale in the public market subject
to volume limitation. The registration statement of which this prospectus
is a part is registering 1,635,966 shares issued to Yale and Cristina
Brozen as tenants by the entireties as a result of the acquisition of Chips
and Bits, Inc., 1,535,966 of which have been donated by Mr. and Mrs. Brozen
to the First Charitable Remainder Unitrust, and the remainder of which may
be donated to one or more charitable remainder trusts established by them,
including the First Charitable Remainder Unitrust. The shares that either
Yale and Cristina Brozen or the charities do not sell under this prospectus
and related registration statement and 249,159 additional shares issued in
the acquisition become eligible for resale subject to volume limitations
under Rule 144 beginning in February 2001. In addition, any of the
1,104,972 shares of common stock held by Infonnet, Inc. that are not sold
pursuant to the registration statement that was filed May 2, 2000 will be
eligible for sale subject to volume limitation in November 2000. Further,
since Infonent, Inc. is currently in bankruptcy, it may be able to sell all
or a portion of the shares which are not sold under this prospectus and
related registration statement pursuant to exemptions from the securities
laws afforded to it under the bankruptcy laws. Additionally, in connection
with our distribution agreement with Sportsline.com, Inc., we issued
699,281 shares of restricted stock which may become eligible for resale in
February 2001, subject to volume limitations, and we may issue additional
shares of restricted stock to Sportsline.com, Inc. based on certain
performance and stock price metrics.
There are outstanding options to purchase 4,313,982 shares of
common stock which become eligible for sale in the public market from time
to time depending on vesting. The issuance of these securities are
registered under the Securities Act. In addition, there are outstanding
warrants to purchase up to 4,011,534 shares of our common stock upon
exercise. Substantially all of our stockholders holding restricted
securities, including shares issuable upon the exercise of warrants to
purchase our common stock, are entitled to registration rights under
various conditions.
THE LOW PRICE OF OUR COMMON STOCK COULD RESULT IN A LOWER PRICE FOR OUR
COMMON STOCK.
The shares of our common stock are currently listed on the Nasdaq
national market. Due to the recent decline in the price of our common
stock, our common stock could be suspended or delisted from the Nasdaq due
to their minimum trading price requirements, particularly if our stock
falls below $1 per share or certain financial tests are not met. If the
shares of our common stock were to be suspended or delisted from the Nasdaq
system, it would be much more difficult to dispose of our common stock or
obtain accurate quotations as to the price of theglobe's securities.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the
Commission. This prospectus does not contain all of the information
included in that registration statement. Certain information is omitted and
you should refer to the registration statement and its exhibits. With
respect to references made in this prospectus to any contract or other
document, such references are not necessarily complete and you should refer
to the exhibits attached to the registration statement for copies of the
actual contract or document.
In addition, we file reports, proxy statements and other
information with the SEC under the Securities Exchange Act. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference
rooms. You may read and copy this information at the following locations of
the SEC:
<TABLE>
<CAPTION>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
</TABLE>
You may also obtain copies of this information by mail from the
Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. The SEC also maintains an
Internet world wide web site that contains reports, proxy statements and
other information about issuers, including us, who file electronically with
the SEC. The address of that site is www.sec.gov. You can also inspect
reports, proxy statements and other information about us at the offices of
the Nasdaq National Market, 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" information into
this document. This means that we can disclose important information to you
by referring you to another document filed separately with the SEC. The
information incorporated by reference is considered to be a part of this
document, except for any information that is superseded by information that
is included directly in this document.
This document incorporates by reference the documents listed
below that we have previously filed with the SEC. They contain important
information about us and our financial condition. This document also
incorporates by reference certain of our financial statements filed with
the SEC. The documents we incorporate by reference herein are:
1 Annual Report on Form 10-K for the year ended December 31,
1999 (SEC File No. 0-25053);
2. Form 8-A filed on November 12, 1998 with respect to our
common stock;
3. Proxy Statement filed on May 1, 2000;
4. Current Report on Form 8-K dated May 5, 2000;
5. Current Report on Form 8-K dated February 23, 2000; and
6. Current Report on Form 8-K dated February 24, 2000.
In addition, we incorporate by reference any filings we make under Section
13(a), 14 or 15(d) of the Securities Exchange Act after the date of the
registration statement of which this prospectus is a part but prior to the
effectiveness thereof and any such filing made after effectiveness until
the selling stockholders sell all of the shares which are the subject of
this prospectus.
You can obtain any of the documents incorporated by reference in
this document from the SEC through the SEC's web site at the address
provided above or from us. Documents incorporated by reference are
available from us without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit
in this document. You can obtain these documents by requesting them in
writing at the following address:
theglobe.com, inc.
120 Broadway
New York, New York 10271
Attention: General Counsel
Telephone: (212) 894-3600
If you request any incorporated documents from us, we will mail
them to you by first class mail, or another equally prompt means, within
one business day after we receive your request.
You should rely only on the information contained in or
incorporated into this prospectus or any prospectus supplement. We have not
authorized anyone to provide you with different information. This
prospectus and any prospectus supplement is not an offer to sell common
stock and is not soliciting an offer to buy common stock in any state where
the offer or sale is not permitted. You should not assume that the
information contained in or incorporated by reference into this document is
accurate as of any date other than the date of this document or the
document which is being incorporated by reference.
THEGLOBE.COM
theglobe.com is one of the world's leading online properties with
over 3.6 million registered members in the United States and abroad. We
specialize in delivering "community," which we define as bringing people
together around shared topics of interest. We deliver "community" through
four different streams: (1) our flagship website, www.theglobe.com, which
features our best-of-breed community products--globeClubs and uPublish!,
both of which enable users to personalize their online experience by
interacting with other users around similar interests; (2) distribution of
"customized community solutions" to strategic partners who desire to
include community in their Web properties; (3) the small business sector
through providing web hosting services to businesses and professional
webmasters; and (4) a world leading games information network. Our games
information network includes HappyPuppy, GamesDomain, KidsDomain,
ConsoleDomain, Chips & Bits, Inc. and Strategy Plus, Inc. In December 1999,
our online properties had 4.7 million unique visitors and a reach of 7.2%
of the Internet according to Media Metrix. Since our inception in May 1995,
enhancements to our core infrastructure capabilities, products and
services, as well as strategic partnerships and acquisitions, have enabled
us to experience growth in our user base, reach and revenues.
Our primary revenue source is the sale of advertising, with
additional revenues generated through the development and sale of
promotional sponsorship placements within our websites, the sale of
merchandise through our online store, electronic commerce revenue shares
and, to a lesser extent, membership service fees for the sale of enhanced
services.
We were incorporated in May 1995 in the State of Delaware. Our
principal executive offices are located at 120 Broadway, New York, New York
10271 and our telephone number is (212) 894-3600.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that have
been made under the provisions of the Private Securities Litigation Reform
Act of 1995. Words such as "anticipates," "expects," "intends," "plans,"
"believes," "seeks," "estimates," and variations of these words and similar
expressions are intended to identify forward-looking statements. We have
based these statements on our current expectations about future events.
Although we believe that our expectations about future events are
reasonable, we cannot assure you that these expectations will be achieved.
Important factors which would cause our actual results to differ materially
from the forward-looking statements in this registration statement are
described in the "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business" sections of
and elsewhere in this registration statement and our most recent Form 10-K,
which sections are incorporated hereby by reference. We urge you to
carefully consider these factors. We caution you that any forward-looking
statements are not guarantees of future performance and involve significant
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors. All forward-looking statements attributable to us are expressly
qualified in their entirety by the foregoing cautionary statement.
USE OF PROCEEDS
We will not receive any proceeds from the offering. The selling
stockholders will receive the proceeds from the offering.
SELLING STOCKHOLDERS
The table below sets forth the number of shares of our common
stock beneficially owned by each selling stockholder as of April 20, 2000,
the number of shares being offered and the percentage of the common stock
owned by each selling stockholder. The amounts and percentages of common
stock beneficially owned are reported on the basis of regulations of the
SEC governing the determination of beneficial ownership of securities.
Under the rules of the SEC, a person is deemed to be a "beneficial owner"
of a security if that person has or shares "voting power," which includes
the power to vote or to direct the voting of such security, or "investment
power," which includes the power to dispose of or to direct the disposition
of such security. A person is also deemed to be a beneficial owner of any
securities of which that person has a right to acquire beneficial ownership
within 60 days. Under these rules, more than one person may be deemed a
beneficial owner of the same securities and a person may be deemed to be a
beneficial owner of securities as to which such person has no economic
interest.
<TABLE>
<CAPTION>
Number of
Shares beneficially shares being Shares beneficially
Name owned before the offering offered owned after the
offering(1)
- -------------------------------- ----------------------------- --------------- --------------------------
Number Percent Number Percent
--------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Yale Brozen(1) 1,885,125 6.2% 1,635,966 249,159 *
P.O. Box 171
Rochester, Vermont 05767
Cristina Brozen(1) 1,885,125 6.2% 1,635,966 249,159 *
P.O. Box 171
Rochester, Vermont 05767
First Charitable
Remainder Unitrust(1) 1,535,966 5.0% 1,535,966 0 0
P.O. Box 171
Rochester, Vermont 05767
- --------------------------
<FN>
* Less than 1%.
(1) Yale and Cristina Brozen collectively beneficially own the 1,885,125
shares of our common stock as tenants by the entireties and,
therefore, may each be deemed to beneficially own all of these shares.
Mr. and Mrs. Brozen have donated 1,535,966 of the shares being offered
pursuant to this prospectus to the First Charitable Remainder
Unitrust, a charitable remainder unitrust established by them and of
which they are the sole trustees and the income beneficiaries. If the
sale by any other donee that receives securities from Mr. and Mrs.
Brozen after the effective date of the registrtion statement of which
this prospectus is a part exceeds 500 shares, the donee will be named
as a selling stockholder in a prospectus supplement.
</FN>
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The selling stockholders may sell the shares being offered hereby
in transactions on the Nasdaq National Market, in negotiated transactions
or otherwise, at market prices prevailing at the time of the sale or at
negotiated or fixed prices. The selling stockholders may sell some or all
of their shares in transactions involving broker-dealers, who may act
either as agent or principal, and who may receive compensation in the form
of discounts, commissions or concessions from the selling stockholders or
the purchaser of shares for whom such broker-dealers act as agent or to
whom they sell as principal, or both. The shares may be pledged to a
broker-dealer who may sell the shares upon a default by the selling
stockholder/pledgor. The shares may be sold through the writing or
settlement of non-traded and exchange-traded put or call option contracts,
and by means of the establishment or settlement of other hedging
transactions, including forward sales transactions or swaps. In addition,
the selling stockholders may loan their shares to broker-dealers who are
counterparties to hedging transactions and such broker-dealers or
counterparties may sell the shares so borrowed into the public market.
Further, to the extent permitted by applicable law, any broker-dealer
purchasing as principal may agree to share with the selling stockholders
some or all of any profits realized by such broker-dealer upon resale of
the shares being offered under this prospectus. The selling stockholders
may only sell shares pursuant to this prospectus during the period for
which the registration statement of which this prospectus is a part remains
effective.
At the time a particular offer of shares of common stock is made,
a prospectus supplement will be distributed, if any, to the extent
required, which will set forth the aggregate number of shares of common
stock being offered and the material terms of the offering, including the
name or names of any underwriters, dealers or agents, the purchase price to
be paid by any underwriter or dealer for the common stock being purchased,
any discounts, commissions and other items constituting compensation from
the selling stockholders and any discounts, commissions or concessions
allowed or reallowed or paid to dealers, and the proposed selling price to
the public.
Pursuant to an amended registration rights agreement entered into
in connection with the acquisition by the selling stockholders of the
shares offered thereby, we have agreed to register the shares offered
hereby and keep this registration statement effective for a period ending
on February 22, 2001. Further, under the terms of the amendment, the
selling stockholders, on a combined basis, can sell an amount not to exceed
the number of shares covered under this prospectus on the date the SEC
declares the registration statement effective, and thereafter can sell up
to 50,000 shares per calendar month (with no carry-over of shares to the
subsequent month) until February 22, 2001. We will pay substantially all of
the expenses to be incurred by the selling stockholders in connection with
the registration statement of which this prospectus is a part (other than
any agents' commissions and underwriting discounts), estimated to be
$30,000. We will not receive any proceeds from this offering. We have
agreed to indemnify the selling stockholders and their agents against
certain civil liabilities, including certain liabilities under the
Securities Act.
The selling stockholders and any underwriters, dealers or agents
that participate in the distribution of the common stock may be deemed to
be "underwriters" under the Securities Act, and any profit on the sale of
the common stock by them and any discounts, commissions or concessions
received by any such underwriters, dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
The validity of the common stock being offered by this prospectus
is being passed upon for theglobe.com by Fried, Frank, Harris, Shriver &
Jacobson, (a partnership including professional corporations). Various
partners at Fried, Frank, Harris, Shriver & Jacobson have, collectively,
approximately 2,500 shares of our common stock.
EXPERTS
The consolidated financial statements of theglobe.com, inc. and
subsidiaries as of December 31, 1999 and 1998 and for each of the years in
the three-year period ended December 31, 1999, have been incorporated by
reference herein and in the registration statement in reliance upon the
report of KPMG LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
The following table sets forth the estimated expenses to be borne
by us, in connection with the issuance and distribution of the securities
being registered hereby.
SEC registration fee................................ $1,300
Legal fees and expenses............................. 20,000
Accounting fees and expenses........................ 5,000
Miscellaneous fees.................................. 3,700
Total............................................... $30,000
* Except for the SEC registration fee, all the foregoing expenses have been
estimated.
ITEM 15. 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 or proceedings, whether civil, criminal,
administrative, or investigative (other than an action by or in the right
of the corporation, or 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 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 had 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 16. EXHIBITS.
The following Exhibits are attached hereto and incorporated
herein by reference:
2.1 Agreement of Purchase and Sale as dated November 30, 1999 by
and among theglobe.com, inc., Jump Acquisition LLC,
Infonent.com, Inc. and certain stockholders thereof****
3.1 Form of Fourth Amended and Restated Certificate of
Incorporation of the Company*
3.2 Form of By-Laws of the Company*
4.1 Second Amended and Restated Investor Rights Agreement among
the Company and certain equity holders of the Company, dated
as of August 13, 1997*
4.2 Amendment No. 1 to Second Amended and Restated Investor
Rights Agreement among the Company and certain equity
holders of the Company, dated as of August 31, 1998********
4.3 Amendment No. 2 to Second Amended and Restated Investor
Rights Agreement among the Company and certain equity
holders of the Company, dated as of April 9, 1999 *******
4.4 Form of Amendment No. 3 to the Second Amended and Restated
Investor Rights Agreement among the Company and certain
equity holders of the Company*******
4.5 Registration Rights Agreement, dated as of September 1,
1998********
4.6 Amendment No. 1 to Registration Rights Agreement, dated as
of April 9, 1999*******
4.7 Specimen certificate representing shares of Common Stock of
the Company*
4.8 Amended and Restated Warrant to Acquire Shares of Common
Stock*
4.9 Form of Rights Agreement, by and between the Company and
American Stock Transfer & Trust Company as Rights Agent*
4.10 Registration Rights Agreement among the Company and certain
equity holders of the Company, dated February 1, 1999, in
connection with the acquisition of factorymall.com********
4.11 Form of Amended and Restated Registration Rights Agreement
among the Company and certain equity holders of the Company
in connection with the acquisition of factorymall.com*******
4.12 Registration Rights Agreement among the Company and certain
shareholders of the Company, dated April 9, 1999, in
connection with the acquisition of Attitude Network,
Ltd.*******
4.13 Registration Rights Agreement among the Company and certain
shareholders of the Company, dated November 30, 1999, in
connection with the acquisition of Webjump.com from
Infonent.com, Inc.*********
4.14 Registration Rights Agreement among the Company and certain
shareholders of the Company, dated February 22, 2000, in
connection with the acquisition of Chips & Bits, Inc. and
Strategy Plus, Inc.*********
4.15 Amendment to Registration Rights Agreement among the Company
and certain shareholders of the Company, dated February 22,
2000, in connection with the acquisition of Chips & Bits,
Inc. and Strategy Plus, Inc.
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson, with
respect to legality.
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included as part of Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
- -------------------------------
* Incorporated by reference from our registration statement
on Form S-1 (Registration No. 333-59751).
** Incorporated by reference from our report on Form 8-K filed on
February 16, 1999.
*** Incorporated by reference from our report on Form 8-K filed on
April 9, 1999.
**** Incorporated by reference from our report on Form 8-K filed on
November 30, 1999.
***** Incorporated by reference from our report on Form 8-K filed
on February 24, 2000.
****** Incorporated by reference from our Registration of Form S-8
(Registration No. 333-75503), filed on April 1, 1999.
******* Incorporated by reference from our registration statement
on Form S-1 (Registration No. 333-76153).
******** Incorporated by reference from our report on Form 10-K for
the fiscal year ended December 31, 1999.
********* Incorporated by reference from our registration statement on Form
S-3 (Registration No. 333-36144).
+ Confidential treatment granted as to parts of this document.
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) 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 of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the 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 the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and 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 registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the 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.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus 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.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange 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 registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant 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 registrant 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 AND POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
theglobe.com, inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
May 5, 2000.
theglobe.com, inc.
By: /s/ Dean S. Daniels
-------------------------------------
DEAN S. DANIELS
PRESIDENT AND CHIEF OPERATING OFFICER
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitute and appoints Todd V. Krizelman, Stephan
J. Paternot or Dean S. Daniels, and each or any of them, his or her true
and lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution and resubstitution, for each person and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting
alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as might or could be done in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
each acting alone, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATED
---- ----- -----
/s/ Michael S. Egan Chairman and Director May 5, 2000
- -----------------------------
MICHAEL S. EGAN
/s/ Todd V. Krizelman Co-Chief Executive May 5, 2000
- ----------------------------- Officer and Director
TODD V. KRIZELMAN
/s/ Stephan J. Paternot
- ----------------------------- Co-Chief Executive May 5, 2000
STEPHAN J. PATERNOT Officer, Secretary and
Director
/s/ Dean S. Daniels President and Chief May 5, 2000
- ----------------------------- Operating Officer
DEAN S. DANIELS
/s/ Francis T. Joyce Vice President and Chief May 5, 2000
- ----------------------------- Financial Officer
FRANCIS T. JOYCE (Chief Accounting
Officer)
Director
- -----------------------------
EDWARD A. CESPEDES
/s/ Rosalie V. Arthur Director May 5, 2000
- -----------------------------
ROSALIE V. ARTHUR
Director May 5, 2000
- -----------------------------
HENRY C. DUQUES
Director
- -----------------------------
ROBERT M. HALPERIN
/s/ H. Wayne Huizenga Director May 5, 2000
- -----------------------------
H. WAYNE HUIZENGA
<PAGE>
EXHIBIT INDEX
2.1 Agreement of Purchase and Sale as dated November 30, 1999 by and
among theglobe.com, inc., Jump Acquisition LLC, Infonent.com, Inc.
and certain stockholders thereof filed with the Registrant's report
on Form 8-K on November 30, 1999
3.1 Form of Forth Amended and Restated Certificate of Incorporation of
the Company filed with the Registrant's Registration Statement on
Form S-1 (Registration No. 333-59751)
3.2 Form of By-Laws of the Company filed with the Registrant's
Registration Statement on Form S-1 (Registration No. 333-59751)
4.1 Second Amended and Restated Investor Rights Agreement among the
Company and certain equity holders of the Company, dated as of
August 13, 1997 and filed with the Registrant's Registration
Statement on Form S-1 (Registration No. 333-59751)
4.2 Amendment No. 1 to Second Amended and Restated Investor Rights
Agreement among the Company and certain equity holders of the
Company, dated as of August 31, 1998 filed with the Registrant's
Form 10-K for the fiscal year ended December 31, 1999
4.3 Amendment No. 2 to Second Amended and Restated Investor Rights
Agreement among the Company and certain equity holders of the
Company, dated as of April 9, 1999 filed with the Registrant's
Registration Statement on Form S-1 (Registration No. 333-76153)
4.4 Form of Amendment No. 3 to the Second Amended and Restated Investor
Rights Agreement among the Company and certain equity holders of
the Company filed with the Registrant's Registration Statement on
Form S-1 (Registration No. 333-76153)
4.5 Registration Rights Agreement, dated as of September 1, 1998 filed
with the Registrant's Form 10-K for the fiscal year ended December
31, 1999
4.6 Amendment No. 1 to Registration Rights Agreement, dated as of April
9, 1999 filed with the Registrant's Registration Statement on Form
S-1 (Registration No. 333-76153)
4.7 Specimen certificate representing shares of Common Stock of the
Company filed with the Registrant's Registration Statement on Form
S-1 (Registration No. 333-59751)
4.8 Amended and Restated Warrant to Acquire Shares of Common Stock
filed with the Registrant's Registration Statement on Form S-1
(Registration No. 333-59751)
4.9 Form of Rights Agreement, by and between the Company and American
Stock Transfer & Trust Company as Rights Agent filed with the
Registrant's Registration Statement on Form S-1 (Registration No.
333-59751)
4.10 Registration Rights Agreement among the Company and certain equity
holders of the Company, dated February 1, 1999, in connection with
the acquisition of factorymall.com filed with the Registrant's Form
10-K for the fiscal year ended December 31, 1999
4.11 Form of Amended and Restated Registration Rights Agreement among
the Company and certain equity holders of the Company in connection
with the acquisition of factorymall.com filed with the Registrant's
Registration Statement on Form S-1 (Registration No. 333-76153)
4.12 Registration Rights Agreement among the Company and certain
shareholders of the Company, dated April 9, 1999, in connection
with the acquisition of Attitude Network, Ltd. filed with the
Registrant's Registration Statement on Form S-1 (Registration No.
333-76153)
4.13 Registration Rights Agreement among the Company and certain
shareholders of the Company, dated November 30, 1999, in connection
with the acquisition of Webjump.com from Infonent.com, Inc. filed
with Registrant's Registration Statement on Form S-3 (Registration
No. 333-36144)
4.14 Registration Rights Agreement among the Company and certain
shareholders of the Company, dated February 22, 2000, in connection
with the acquisition of Chips & Bits, Inc. and Strategy Plus, Inc.
filed with Registrant's Registration Statement on Form S-3
(Registration No. 333-36144)
4.15 Amendment to Registration Rights Agreement among the Company and
certain shareholders of the Company, dated February 22, 2000, in
connection with the acquisition of Chips & Bits, Inc. and Strategy
Plus, Inc.
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson, with respect
to legality.
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson (included as
part of Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
EXECUTION COPY
AMENDMENT TO REGISTRATON RIGHTS AGREEMENT
AMENDMENT (the "Amendment"), dated as of May 8, 2000 to the
Registration Rights Agreement by and among theglobe.com, inc. (the
"Company"), and Yale Brozen and Cristina Brozen, dated as of February 22,
2000 (as amended, supplemented or otherwise modified from time to time, the
"Agreement").
1. Definitions.
-----------
(a) The definition of "REGISTRATION STATEMENT" is hereby amended
by adding the word "shelf" in the first line before "registration
statement."
(b) All terms used herein which are defined in the Agreement and
not otherwise defined or amended herein shall have the meaning attributed
to them in the Agreement.
2. Demand and Shelf Registration. Section 2.2 of the Agreement is
hereby amended and restated in its entirety by inserting the following
language in lieu thereof:
(a) Within one week from the date of this Amendment, the Company
shall file a Registration Statement on Form S-1, Form S-3 (if the
Company is then eligible), or such other similar form as may be
permitted under the Securities Act, covering the number of
Registrable Securities equal to the quotient obtained by dividing
$5,000,000 by the average closing price of the Company's Common
Stock as reported on the Nasdaq National Market on the five
trading days immediately prior to such filing (the "Initial
Shares"); provided, that in the event Audited Financial
Statements are necessary for such filing, such Audited Financial
Statements shall have been delivered to the Company prior to the
time that any filing pursuant to this Section 2.2 shall be
effected. The Company may at any time amend the Registration
Statement to amend the form on which such Registration Statement
has been filed, so long as permitted by applicable federal law.
The Company shall use its commercially reasonable best efforts to
cause the Registration Statement to be declared effective
pursuant to the Securities Act as promptly as practicable
following the filing thereof at approximately 9:00 A.M. (as
determined by the Commission) on a trading day (the period
commencing with the effectiveness of the Registration Statement
on a trading day, or at 8 A.M. on the next succeeding trading day
if the Registration Statement shall be declared effective on a
date that is not a trading day, and ending at the same time on
the next succeeding trading day, shall be referred to herein as
the "Effective Date"), and shall give Holders at least 24 hours
prior notice of the date that the Registration Statement is to be
declared effective. Thereafter, the Company shall use its
reasonable best efforts to keep the Registration Statement
continuously effective in order to permit the prospectus forming
part thereof to be usable by the Holders until February 22, 2001,
or for such shorter period that will terminate when all
Registrable Securities covered by the Registration Statement have
been sold pursuant to the Registration Statement or cease to be
outstanding or otherwise to be Registrable Securities by reason
of subsection (c) hereof (the "Sale Period"). If all of the
securities which may be sold pursuant to Section 2.2(b) shall not
have been sold on or before February 22, 2000, and any Holder
shall have been prohibited from selling any such securities
pursuant to Section 2.4 or Section 2.11, the Sale Period shall be
extended beyond February 22, 2000 by the number of trading days
during which such Holder shall have been prohibited from selling.
If requested in writing by the Holders, the Company agrees, at
its cost, to prepare and file one prospectus supplement to the
Registration Statement; all costs associated with additional
prospectus supplements (not to exceed four without the Company's
consent) shall be paid in full by the Holders requesting such
prospectus supplement.
(b) The Holders (including any persons who obtain Registrable
Securities after the date hereof), on a combined basis, shall be
permitted to sell under the Registration Statement on the
Effective Date, and only on the Effective Date, a number of
Registrable Securities not to exceed the Initial Shares. After
the Effective Date, for the duration of the Sale Period, the
Holders (including any persons who obtain Registrable Securities
after the date hereof) may not sell, on a combined basis, more
than 50,000 Registrable Securities during any one calendar month
(the "Monthly Shares"). Notwithstanding the fact that the
Holders, on a combined basis, do not sell the allotted 50,000
Registrable Securities in any one calendar month, the number of
Monthly Shares for the subsequent calendar month shall not be
increased and the Holders (including any persons who obtain
Registrable Securities after the date hereof) may only sell up to
50,000 Registrable Securities on a combined basis.
Notwithstanding anything to the contrary in this Section 2.2(b),
if a Holder shall be prohibited pursuant to Section 2.4 or
Section 2.11 from selling any securities pursuant to this Section
2.2(b), such Holder shall be permitted to sell an amount of
securities equal to the amount that the Holder would have been
permitted to sell pursuant to Section 2.2(b) but for such
prohibition during the period commencing on the date that such
prohibition terminates and ending such number of trading days
thereafter equal to the number of trading days during which such
prohibition shall have been in effect.
(c) Commencing on the date of the first sale under the Registration
Statement, the Holders shall provide to the Company in writing a
complete and accurate schedule containing the following
information: the number of Registrable Securities sold during the
immediately preceding month and the name of the Person by whom
the Registrable Securities were sold. If the Holders, on a
combined basis, after the Effective Date, sell more than the
Monthly Shares during any particular calendar month (excluding
sales not prohibited by this Agreement of any Common Stock not
registered pursuant to this Section 2.2), (i) this Agreement
shall be null and void and of no further force or effect, (ii)
the Company may cause the Registration Statement to not be
effective and (iii) the Company shall be entitled to other
damages and remedies under applicable law.
(d) The Holders may sell Registrable Securities only in accordance
with the terms of this Amendment or the Agreement.
3. General Provisions Applicable to Demand Registration.
----------------------------------------------------
(a) Section 2.3(c) of the Agreement is hereby amended by
inserting the words "to file or cause to be effective another registration
statement" in the first line immediately after the words "under Section
2.2".
(b) Sections 2.3(f) and 2.3(g) of the Agreement are hereby
deleted in their entirety.
4. Continued Effectiveness of Agreement. The parties hereto hereby
acknowledge and confirm that the Agreement to which they are a party is,
and shall continue to be, in full force and effect and is hereby ratified
and confirmed in all respects except that on and after the date of this
Amendment all references in any related document to "the Agreement",
"thereto", "thereof", "thereunder" or words of like import referring to the
Agreement shall mean the Agreement as amended by this Amendment.
5. Miscellaneous.
-------------
(a) This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
(b) Section and paragraph headings are included for convenience
of reference only and shall not constitute a part of this Amendment for any
other purpose.
<PAGE>
IN WITNESS WHEREOF, this Amendment to Registration Rights Agreement
has been signed on behalf of each of the parties hereto as of the date
first written above.
theglobe.com, inc.
By:
---------------------------
Name:
Title:
---------------------------
Yale Brozen
---------------------------
Cristina Brozen
[LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON]
212-859-8000
May 11, 2000 (FAX: 212-859-4000)
theglobe.com, inc.
31 West 21 Street
New York, New York 10010
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel for theglobe.com, inc., a
Delaware corporation (the "Company"), in connection with the registration
by the Company of 1,635,966 shares (the "Shares") of common stock, par
value $.001 per share (the "Common Stock") of the Company.
With your permission, all assumptions and statements of reliance
herein have been made without any independent investigation or verification
on our part except to the extent otherwise expressly stated, and we express
no opinion with respect to the subject matter or accuracy of such
assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records
of the Company, such certificates of public officials and such other
documents, and (iii) received such information from officers and
representatives of the Company as we have deemed necessary or appropriate
for the purposes of this opinion. In all examinations, we have assumed the
legal capacity of all natural persons executing documents, the genuineness
of all signatures, the authenticity of original and certified documents and
the conformity to original or certified copies of all copies submitted to
us as conformed or reproduction copies. As to various questions of fact
relevant to representations and warranties contained in the documents and
certificates and oral or written statements and other information of or
from the opinions expressed herein, we have relied upon, and assume the
accuracy of, representations and warranties contained in the documents and
certificates and oral or written statements and other information of or
from representatives of the Company and others and assume compliance on the
part of all parties to the documents with their covenants and agreements
contained therein.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that
the Shares registered pursuant to the Registration Statement have been duly
authorized and validly issued and are fully paid and non-assessable.
The opinion expressed herein is limited to the General
Corporation Law of the State of Delaware, (the "DGCL") and applicable
provisions of the Delaware Constitution, in each case as currently in
effect, and reported judicial decisions interpreting the DGCL and the
Delaware Constitution.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the Prospectus forming part of the Registration
Statement. In giving such consent, we do not hereby admit that we are in
the category of such persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By:/s/ Stuart Gelfond
------------------------------------------
Stuart Gelfond
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
theglobe.com, inc.:
We consent to incorporation by reference in the registration statement on
Form S-3 of theglobe.com, inc. of our report dated January 28, 2000,
relating to the consolidated balance sheets of theglobe.com, inc. and
subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of operations, stockholders' equity and comprehensive loss, and
cash flows for each of the years in the three-year period ended December
31, 1999, and related financial statement schedule, and to the reference to
our firm under the heading "Experts" in the registration statement.
/s/ KPMG LLP
------------------------
New York, New York
May 10, 2000
