<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 2000
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PROXICOM, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
52-1770631
(IRS employer identification number)
11600 Sunrise Valley Drive
Reston, VA 20191
(703) 262-3200
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
------------------------
CLARITY COMMUNICATIONS LIMITED EMPLOYEE SHARE OPTION SCHEME
(Full Title of the Plan)
------------------------
David R. Fontaine, Esq.
Proxicom, Inc.
11600 Sunrise Valley Drive
Reston, VA 20191
(703) 262-3200
(Name, address and telephone number of Agent for Service)
Copy to:
George P. Barsness, Esq.
Hogan & Hartson L.L.P.
Columbia Square
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value.......... 43,558 $33.91 $1,477,052 $ 389.94
=====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Proxicom, Inc. (the "Company" or the "Registrant") has agreed to issue
shares of its common stock pursuant to the exercise of options outstanding under
the Clarity Communications Limited Employee Share Option Scheme (the "Share
Option Scheme") which it assumed in connection with the Company's acquisition of
Clarity IBD Limited, a United Kingdom e-business developement consultancy
company, in April 2000. Proxicom will deliver to each individual participating
in the Share Option Scheme documents containing the information identified in
Part I of Form S-8 as specified by Rule 428(b)(1) under the Securities Act of
1933 (the "Securities Act"). In accordance with the instructions to Part I of
Form S-8, these documents will not be filed with the Securities and Exchange
Commission (the "Commission") as part of any prospectus or prospectus
supplement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
If participants in the Share Option Scheme call or write to David R.
Fontaine, Esq., Proxicom, Inc., 11600 Sunrise Valley Drive, Reston, VA 20191
(703) 262-3200, the Company will provide them with copies of the documents
incorporated by reference in Item 3 of Part II of this registration statement
and other documents required to be delivered to participants in the Share Option
Scheme pursuant to Rule 428(b) under the Securities Act, without charge. The
documents incorporated by reference in Item 3 of Part II of this registration
statement are incorporated by reference in the Section 10(a) prospectus for the
Share Option Scheme.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference into this registration
statement the following documents filed by it with the Commission:
- Our Annual Report on Form 10-K for our fiscal year ended December
31, 1999, filed with the SEC on March 30, 2000.
- Our Quarterly Report on Form 10-Q for the period ended March 31,
2000, filed with the SEC on May 15, 2000.
- Our Current Reports on Form 8-K, filed with the SEC on:
- January 27, 2000; and
- April 21, 2000.
- The description of our common stock included in a registration
statement on Form 8-A, filed with the SEC on April 9, 1999,
including any amendments or reports filed for the purpose of
updating that description.
In addition, all documents and reports filed by the Company subsequent
to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which reregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents or reports. Any statement contained in
a document incorporated or deemed to be
2
<PAGE> 3
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 such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock is registered with the Commission under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and Restated Bylaws of the Company provide for the
indemnification of the Company's directors and officers to the fullest extent
authorized by, and subject to the conditions set forth in the General
Corporation Law of the State of Delaware (the "DGCL"), except that the Company
will indemnify a director or officer in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Company's Board of Directors. The indemnification provided
under the Amended and Restated Bylaws includes the right to be paid by the
Company the expenses (including attorneys' fees) in advance of any proceeding
for which indemnification may be had in advance of its final disposition,
provided that the payment of such expenses (including attorneys' fees) incurred
by a director or officer in advance of the final disposition of a proceeding may
be made only upon delivery to the Company of an undertaking by or on behalf of
such director or officer to repay all amounts so paid in advance if it is
ultimately determined that such director or officer is not entitled to be
indemnified. Pursuant to the Amended and Restated Bylaws, if a claim for
indemnification is not paid by the Company within 60 days after a written claim
has been received by the Company, the claimant may at any time thereafter bring
an action against the Company to recover the unpaid amount of the claim, and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such action.
As permitted by the DGCL, the Company's Amended and Restated
Certificate of Incorporation provides that directors of the Company shall not be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, relating to unlawful
payment of dividends or unlawful stock purchase or redemption or (iv) for any
transaction from which the director derived an improper personal benefit. As a
result of this provision, the Company and its stockholders may be unable to
obtain monetary damages from a director for breach of his or her duty of care.
Under the Amended and Restated Bylaws, the Company has the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee, partner (limited or
general) or agent of another corporation or of a partnership, joint venture,
limited liability company, trust or other enterprise, against any liability
asserted against such person or incurred by such person in any such capacity, or
arising out of such person's status as such, and related expenses, whether or
not the Company would have the power to indemnify such person against such
3
<PAGE> 4
liability under the provisions of the DGCL. The Company maintains director and
officer liability insurance on behalf of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
--- -------
<S> <C>
5.1 Opinion of Hogan & Hartson L.L.P., counsel to the Company, regarding
the validity of the securities being offered by the selling
stockholders.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
</TABLE>
ITEM 9. UNDERTAKINGS.
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;
(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-8 (as in
this case), 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 the
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.
4
<PAGE> 5
(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.
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.
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 or expenses incurred or
paid by a director, officer or controlling person in 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 of 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.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Reston, Commonwealth of Virginia on May 24, 2000.
PROXICOM, INC.
By: /s/ Raul J. Fernandez
------------------------------------
Raul J. Fernandez
Chairman and Chief Executive Officer
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Raul J. Fernandez Chairman and Chief Executive Officer
- --------------------------- (Principal Executive Officer) May 24, 2000
Raul J. Fernandez
/s/ Kenneth J. Tarpey Executive Vice President, Chief Financial Officer and May 24, 2000
- --------------------------- Treasurer
Kenneth J. Tarpey (Principal Financial and Accounting Officer)
/s/ John L. Davies
- --------------------------- Director May 24, 2000
John L. Davies
/s/ David C. Hodgson
- --------------------------- Director May 24, 2000
David C. Hodgson
/s/ Jack Kemp
- --------------------------- Director May 24, 2000
Jack Kemp
/s/ Theodore J. Leonsis
- --------------------------- Director May 24, 2000
Theodore J. Leonsis
/s/ John A. McKinley, Jr.
- --------------------------- Director May 24, 2000
John A. McKinley, Jr.
/s/ Mario M. Morino
- --------------------------- Director May 24, 2000
Mario M. Morino
/s/ Brenda A. Wagner
- --------------------------- Senior Vice President, Organizational Strategies and May 24, 2000
Brenda A. Wagner Director
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
--- -------
<S> <C>
5.1 Opinion of Hogan & Hartson L.L.P., counsel to the Company,
regarding the validity of the securities being offered by the
selling stockholders.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
Letterhead of Hogan & Hartson L.L.P.
May 24, 2000
Board of Directors
Proxicom, Inc.
11600 Sunrise Valley Drive
Reston, Virginia 20191
Ladies and Gentlemen:
We are acting as counsel to Proxicom, Inc., a Delaware corporation (the
"Company"), in connection with its registration statement on Form S-8 (the
"Registration Statement"), filed with the Securities and Exchange Commission
relating to 43,558 shares of the Company's common stock, par value $0.01 per
share (the "Shares"), issuable in connection with the Clarity Communications
Limited Employee Share Option Scheme (the "Share Option Scheme"). This opinion
letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section
229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Share Option Scheme, as certified by the
Assistant Secretary of the Company on the date hereof as being
complete, accurate and in effect.
3. An executed copy of the Share Exchange Agreement, dated April
11, 2000, by and among the Company and the shareholders of
Clarity IBD Limited (the "Share Exchange Agreement").
4. The Amended and Restated Certificate of Incorporation of the
Company, as certified by the Assistant Secretary of the
Company on the date hereof as being complete, accurate and in
effect.
5. The Amended and Restated Bylaws of the Company, as certified
by the Assistant Secretary of the Company on the date hereof
as being complete, accurate and in effect.
6. Resolutions of the Board of Directors of the Company adopted
on April 10, 2000, as certified by the Assistant Secretary of
the Company on the date hereof as being complete, accurate and
in effect, relating to the issuance and sale of the Shares and
arrangements in connection therewith.
<PAGE> 2
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on the
Delaware General Corporation Law, as amended. We express no opinion herein as to
any other laws, statutes, ordinances, rules, or regulations. As used herein, the
term "Delaware General Corporation Law, as amended" includes the statutory
provisions contained therein, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, when issued in accordance with the terms of the Share Option
Scheme and the Share Exchange Agreement, the Shares will be validly issued,
fully paid, and nonassessable.
This opinion letter has been prepared for your use in connection with
the Registration Statement and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/S/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 26, 2000, except as to the
stock split discussed in Note 1 which is as of February 24, 2000 relating to the
financial statements of Proxicom, Inc., which appears in Proxicom, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1999.
PRICEWATERHOUSECOOPERS LLP
McLean, Virginia
May 24, 2000
