XOOM INC
S-8, 1999-02-03
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<PAGE>
 
    As filed with the Securities and Exchange Commission on February 3, 1999
                                                      Registration No. 333-_____
================================================================================
                                                                             
                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549
                           -----------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

               ______________________________________________

                               XOOM.COM, INC.
           (Exact name of Registrant as Specified in Its Charter)

               ______________________________________________

         Delaware                                            88-0361536
                                                        ------------------
(State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                       Identification No.)

                      300 Montgomery Street, Suite 300
                       San Francisco, California 94104
                  (Address of Principal Executive Offices)

                          1998 Stock Incentive Plan
                      1998 Employee Stock Purchase Plan
                          (Full Title of the Plan)

               ______________________________________________

                                 Chris Kitze
                                  Chairman
                               XOOM.com, Inc.
                      300 Montgomery Street, Suite 300
                       San Francisco, California 94104
                   (Name and Address of Agent for Service)

                               (415) 288-2500
        (Telephone Number, Including Area Code, of Agent For Service)

                                 Copies to:
       Bruce Alan Mann, Esq.                       Rajesh A. Aji, Esq.
      Morrison & Foerster LLP                        XOOM.com, Inc.
        425 Market Street                   300 Montgomery Street, Suite 300
  San Francisco, California 94105           San Francisco, California 94104
         (415) 268-7000                              (415) 288-2500

             __________________________________________________

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
                                                                                        Proposed            Proposed  
                                                 Amount             Maximum              Maximum           Amount of  
Title of Securities                              to be          Offering Price     Aggregate Offering     Registration
to be Registered                               Registered          Per Share              Price               Fee     
- ----------------------------------------------------------------------------------------------------------------------
<S>                                            <C>              <C>                <C>                    <C>          
Common Stock, $.0001 par value per share       1,585,818(1)        $10.84(3)          $17,190,268(3)         $4,779
Common Stock, $.0001 par value per share         714,182(2)        $41.31(4)          $29,502,859(4)         $8,202
======================================================================================================================
</TABLE>
(1) Represents options previously granted under the 1998 Stock Incentive Plan.

(2) Represents shares available for grant under the 1998 Stock Incentive Plan
    and shares available for sale pursuant to the 1998 Employee Stock Purchase
    Plan.

(3) Calculated in accordance with Rule 457(h) under the Securities Act of 1933,
    as amended. Computation based upon the weighted average exercise price of
    the options, all of which were previously granted.

(4) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
    as amended, solely for the purpose of calculating the registration fee.
    Computation based upon the average high and low prices of the Registrant's
    Common Stock as reported on the Nasdaq National Market on January 27, 1999.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                  The Index to Exhibits appears on page II-8.
<PAGE>
 
                                     PART I

                          INFORMATION REQUIRED IN THE
                           SECTION 10(a) PROSPECTUS

   The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1).  Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424.  These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

   The following documents filed by XOOM.com, Inc. (the "Registrant") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference herein:

   (a) The Registrant's Prospectus filed December 9, 1998, pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the "Securities Act"), related
to the Registration Statement on Form S-1 (the "Registration Statement") as
declared effective on December 8, 1998 (No. 333-62395), which includes audited
financial statements for the Registrant's nine months ended September 30, 
1998, and year ended December 31, 1997.

   (b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the audited financial statements
described in (a) above.

   (c) The description of the Registrant's Common Stock which is contained in
its Registration Statement on Form 8-A filed under the Exchange Act on December
7, 1998, including any amendment or report filed for the purpose of updating
such description.

   All documents filed by the Registrant with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or 

                                      II-1
<PAGE>
 
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.

   Under Section 145 of the General Corporation Law of the State of Delaware,
the Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act.  Article VI of the Registrant's Bylaws also provides for
mandatory indemnification of its directors and executive officers, and
permissive indemnification of its employees and agents, to the fullest extent
permissible under Delaware law.

   Article Seven of the Registrant's Amended and Restated Certificate of
Incorporation provides that the liability of its directors for monetary damages
shall be eliminated to the fullest extent permissible under Delaware law.
Pursuant to Delaware law, this includes elimination of liability for monetary
damages for breach of the directors' fiduciary duty of care to the Registrant
and its stockholders.  These provisions do not eliminate the directors' duty of
care and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware law.  In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for any transaction from which the director derived an improper personal
benefit, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law.  The provision also does not
affect a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.

   The Registrant has entered into agreements with its directors and certain of
its executive officers that require the Registrant to indemnify such persons
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
officer of the Registrant or any of its affiliated enterprises, provided such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Registrant and, with respect to
any criminal proceeding, had no reasonable cause to believe his or her conduct
was unlawful.  The indemnification agreements also set forth certain procedures
that will apply in the event of a claim for indemnification thereunder.

                                      II-2
<PAGE>
 
   Insofar as indemnification for liabilities arising under the Securities Act
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.

   The Registrant has obtained a policy of directors' and officers' liability
insurance that insures the Company's directors and officers against the cost of
defense, settlement or payment of a judgment under certain circumstances.

   The Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement
provides for indemnification by the Underwriters of the Registrant and its
officers and directors for certain liabilities arising under the Securities Act
or otherwise.

Item 7.  Exemption From Registration Claimed.

   Not applicable.

Item 8.  Exhibits.

   4.1   Restated Certificate of Incorporation of the Registrant (incorporated
         by reference to Exhibit 3.1 to the Registrant's Registration Statement
         on Form S-1 (Commission File No. 333-62395) which became effective on
         December 8, 1998 (the "Registration Statement on Form S-1")).

   4.2   Amended and Restated Bylaws of the Registrant (incorporated by
         reference to Exhibit 3.2 to the Registration Statement on Form S-1).

   4.3   Registrant's 1998 Stock Incentive Plan, including forms of agreements
         thereunder (incorporated by reference to Exhibit 10.4 to the
         Registration Statement on Form S-1).

   4.4   Registrant's 1998 Employee Stock Purchase Plan, including forms of
         agreements thereunder (incorporated by reference to Exhibit 10.5 to the
         Registration Statement on Form S-1).

   5.1   Opinion of Morrison & Foerster LLP.

                                      II-3
<PAGE>
 
   23.1  Consent of Ernst & Young LLP, Independent Auditors.

   23.2  Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

   24.1  Power of Attorney (See pages II-6 and II-7).

Item 9.  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;

          (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;

          (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 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 Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

       (2) 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.

       (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.

                                      II-4
<PAGE>
 
   (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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) Insofar as indemnification for liabilities arising under the Securities
Act 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 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.

                                      II-5
<PAGE>
 
                                  SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on February 3,
1999.

                                     XOOM.COM, INC.


                                     By:  /s/ Laurent Massa
                                          -----------------
                                          Laurent Massa
                                          Chief Executive Officer
                                          and President

                               POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, severally and not jointly, Chris Kitze, Laurent
Massa, and John Harbottle, with full power to act alone, as his or her true and
lawful attorney-in-fact, with the power of substitution, for and in such
person's 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
each said attorney-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact 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:

<TABLE>
<CAPTION>
            Signature                                        Title                                   Date
- ----------------------------------            -----------------------------------         ---------------------------
<S>                                           <C>                                         <C>
/s/ Laurent Massa                               Principal Executive Officer                   February 3, 1999
- ----------------------------------              and Director
Laurent Massa

/s/ John Harbottle                              Principal Financial and Accounting            February 3, 1999
- ----------------------------------              Officer
John Harbottle

/s/ Chris Kitze                                 Director                                      February 3, 1999
- ----------------------------------
Chris Kitze
</TABLE> 

                                      II-6
<PAGE>
 
<TABLE> 
<CAPTION> 
<S>                                             <C> 
/s/ Vijay Vaidyanathan                          Director                                      February 3, 1999
- ----------------------------------
Vijay Vaidyanathan

/s/ Bob Ellis                                   Director                                      February 3, 1999
- ----------------------------------
Bob Ellis

/s/ James J. Heffernan                          Director                                      February 3, 1999
- ----------------------------------
James J. Heffernan

/s/ Jeffrey Ballowe                             Director                                      February 3, 1999
- ----------------------------------
Jeffrey Ballowe

/s/ Philip Schlein                              Director                                      February 3, 1999
- ----------------------------------
Philip Schlein

/s/ Robert C. Harris, Jr.                       Director                                      February 3, 1999
- ----------------------------------
Robert C. Harris, Jr.
</TABLE>

                                      II-7
<PAGE>
 
EXHIBIT INDEX


Exhibit
Number              Description
- ------              -----------

   4.1   Restated Certificate of Incorporation of the Registrant (incorporated
         by reference to Exhibit 3.1 to the Registrant's Registration Statement
         on Form S-1 (Commission File No. 333-62395) which became effective on
         December 8, 1998 (the "Registration Statement on Form S-1")).

   4.2   Amended and Restated Bylaws of the Registrant (incorporated by
         reference to Exhibit 3.2 to the Registration Statement on Form S-1).

   4.3   Registrant's 1998 Stock Incentive Plan, including forms of agreements
         thereunder (incorporated by reference to Exhibit 10.4 to the
         Registration Statement on Form S-1).

   4.4   Registrant's 1998 Employee Stock Purchase Plan, including forms of
         agreements thereunder (incorporated by reference to Exhibit 10.5 to the
         Registration Statement on Form S-1).

   5.1   Opinion of Morrison & Foerster LLP.

   23.1  Consent of Ernst & Young LLP, Independent Auditors.

   23.2  Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

   24.1  Power of Attorney (See pages II-6 and II-7).

                                      II-8

<PAGE>
 
                                                      Exhibit 5.1

                            MORRISON & FOERSTER LLP
                           San Francisco, California


                                February 3, 1999



XOOM.com, Inc.
300 Montgomery Street, Suite 300
San Francisco, California 94104

Gentlemen:

   At your request, we have examined the Registration Statement on Form S-8
executed by you on February 3, 1999, and to be filed with the Securities and
Exchange Commission (the "SEC") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 2,300,000 shares of your
common stock, $.0001 par value (the "Common Stock") which will be issuable under
the 1998 Stock Incentive Plan and the 1998 Employee Stock Purchase Plan (the
"Plans").

   As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption of the
Plans and the authorization of the issuance of the shares of Common Stock under
the Plans (the "Plan Shares") and such documents as we have deemed necessary to
render this opinion.

   Based upon the foregoing, it is our opinion that the Plan Shares, when issued
and outstanding pursuant to the terms of the Plans, will be validly issued,
fully paid and non-assessable shares of Common Stock.

   We consent to the use of this opinion as an exhibit to the Registration
Statement.

                            Very truly yours,

                            Morrison & Foerster LLP

<PAGE>
 
                                                                    Exhibit 23.1
                                                                                


               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
                                        

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1998 Stock Incentive Plan and the 1998 Employee Stock
Purchase Plan, of our report dated October 28, 1998, (except for paragraph 3 of
Note 4 and Note 11, as to which the date is November 16, 1998) with respect to
the consolidated financial statements of XOOM.com, Inc., of our report dated
July 20, 1998 with respect to the financial statements of Paralogic Corporation,
of our report dated July 10, 1998 with respect to the financial statements of
Global Bridges Technologies, Inc. and our report dated July 7, 1998 (except for
Note 6 as to which the date is July 24, 1998) with respect to the financial
statements of Pagecount, Inc., included in the Registration Statement (Form S-1
No. 333-62395) and related prospectus of XOOM.com, Inc. for the registration of
4,000,000 shares of its common stock, filed with the Securities and Exchange
Commission.



ERNST & YOUNG LLP
Palo Alto, California
February 1, 1999




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