<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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XOOM.COM, INC.
(Exact name of Registrant as Specified in Its Charter)
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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 Employee Stock Incentive 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. Raj Aji
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
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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(1) Per Share(2)(3) Price(3) Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0001 26,316 $ 0.74 $ 19,473.84 $ 5.41
par value per share
Common Stock, $.0001 45,311 $29.78 $1,349,361.58 $375.12
par value per share
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</TABLE>
(1) Represents the shares subject to options originally issued under the Mighty
Mail Networks, Inc. 1999 Stock Option Plan (the "Assumed Options"), which
were assumed in connection with the Registrant's acquisition of MightyMail
Networks, Inc. (the "Merger") and converted into options to purchase shares
of Common Stock of the Registrant pursuant to the terms of the Merger.
(2) Represents the maximum exercise price per share as converted pursuant to the
terms of the Merger.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Computation based upon the exercise price of the options, all
of which were previously granted and as converted pursuant to the terms of
the Merger.
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<PAGE>
GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
The contents of the Registrant's Form S-8, filed on February 3, 1999 (No.
333-71651), are incorporated by reference herein.
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 April 9, 1999, 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 as declared effective April 9, 1999 (No.
333-74441) which includes audited financial statements for the Registrant's
years ended December 31, 1997 and 1998.
(b) The Registrant's report of Form 8-K, filed on May 5, 1999 (No. 333-
25139).
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 superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 8. Exhibits.
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
II-1
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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 May 18, 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:
Signature Title Date
--------- ----- ----
/s/ Laurent Massa Principal Executive Officer May 18, 1999
- ------------------------- and Director
Laurent Massa
/s/ John Harbottle Principal Financial and May 18, 1999
- ------------------------- Accounting Officer
John Harbottle
/s/ Chris Kitze Director May 18, 1999
- -------------------------
II-2
<PAGE>
Chris Kitze
/s/ Bob Ellis Director May 18, 1999
- -------------------------
Bob Ellis
/s/ James J. Heffernan Director May 18, 1999
- -------------------------
James J. Heffernan
/s/ Jeffrey Ballowe Director May 18, 1999
- -------------------------
Jeffrey Ballowe
/s/ Philip Schlein Director May 18, 1999
- -------------------------
Philip Schlein
/s/ Robert C. Harris, Jr. Director May 18, 1999
- -------------------------
Robert C. Harris, Jr.
II-3
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 Opinion and Consent of MORRISON & FOERSTER LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (See page II-2 and II-3).
<PAGE>
Exhibit 5.1
MORRISON & FOERSTER LLP
San Francisco, California
May 18, 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 May 18, 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 71,627 shares of your
common stock, $.0001 par value (the "Common Stock") which will be issuable under
the 1998 Employee Stock Incentive Plan (the "Plan").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the assumption, by the
Plan, of options previously granted pursuant to the MightyMail Networks, Inc.
1999 Stock Option Plan (the "Plan Shares"), and such documents as we have deemed
necessary to render this opinion, in connection with the acquisition of
MightyMail Networks, Inc. by XOOM.com, Inc.
Based upon the foregoing, it is our opinion that the Plan Shares, when issued
and outstanding pursuant to the terms of the Plan, will be validly issued, fully
paid and 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 Mighty Mail Networks, Inc. 1999 Stock Option Plan,
of our report dated January 25, 1999, with respect to the consolidated financial
statements of XOOM.com, Inc., included in the Registration Statement (Form S-1
No. 333-74441) and related prospectus of XOOM.com, Inc. for the registration of
4,600,000 shares of its common stock, filed with the Securities and Exchange
Commission.
Palo Alto, California
May 18, 1999
