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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 26, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IMAGEX.COM, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1727170
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10800 N.E. 8TH STREET, SUITE 200
BELLEVUE, WASHINGTON 98004
(Address of principal executive offices, including zip code)
IMAGEX.COM, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
IMAGEX.COM, INC. AMENDED AND RESTATED 1996 STOCK INCENTIVE COMPENSATION PLAN
(Full title of the plans)
RICHARD P. BEGERT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
IMAGEX.COM, INC.
10800 N.E. 8TH STREET, SUITE 200
BELLEVUE, WASHINGTON 98004
(425) 452-0011
(Name, address and telephone number, including area code, of agent for service)
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COPIES TO:
DAVID C. CLARKE
PERKINS COIE LLP
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF SECURITIES NUMBER TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED(1) OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE $0.01 PER SHARE,
SUBJECT TO OUTSTANDING OPTIONS UNDER THE:
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IMAGEX.COM, INC. AMENDED AND 1,072,961 $4.46 (2) $ 4,785,406.00 $1,330.34
RESTATED 1996 STOCK INCENTIVE
COMPENSATION PLAN
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COMMON STOCK, PAR VALUE $0.01 PER SHARE,
AUTHORIZED BUT UNISSUED UNDER THE:
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IMAGEX.COM, INC. 1999 EMPLOYEE STOCK 450,000 $7.00 (3) $ 3,150,000.00 $ 875.70
PURCHASE PLAN
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IMAGEX.COM, INC. AMENDED AND 2,960,349 $7.00 (3) $20,722,443.00 $5,760.84
RESTATED 1996 STOCK INCENTIVE
COMPENSATION PLAN
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TOTAL: 483,310 $28,657,849.00 $7,967.00
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(1) Based on shares subject to outstanding options or reserved for future
issuance pursuant to the employee benefit plans, together with an
indeterminate number of additional shares which may be necessary to
adjust the number of shares reserved for issuance pursuant to such
employee benefit plans as the result of any future stock split, stock
dividend or similar adjustment of the registrant's outstanding Common
Stock.
(2) Computed pursuant to Rule 457(h) under the Securities Act of 1933, as
amended. The proposed maximum offering price of $4.46 represents the
weighted average of the exercise prices of currently outstanding
option grants, which range from $0.20 per share to $12.00 per share.
(3) Estimated as of the filing date of this Registration Statement solely
for the purpose of calculating the registration fee pursuant to Rule
457(c) under the Securities Act of 1933, as amended. The proposed
maximum offering price is $7.00, which is the initial offering price
of the Common Stock.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement:
(a) The registrant's prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Securities Act"), that
contains audited financial statements of the registrant for the years ended
December 31, 1998 and December 31, 1997; and
(b) The description of the registrant's Common Stock
contained in the Registration Statement on Form 8-A filed on July 27, 1999,
under Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendments or reports filed for the purpose of
updating such description.
All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which deregisters the securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Section 10 of the registrant's Amended and Restated Bylaws
provides for indemnification of the registrant's directors, officers, employees
and agents to the maximum extent permitted by Washington law. The directors and
officers of the registrant also may be indemnified against liability they may
incur for serving in that capacity pursuant to a liability insurance policy
maintained by the registrant for such purpose.
Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. Article 7 of the registrant's Amended and Restated Articles of
Incorporation contains provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the registrant
and its shareholders.
The registrant has entered into certain indemnification agreements with
its officers and directors that provide indemnification to the maximum extent
permitted by the WBCA.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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<CAPTION>
Exhibit
Number Description
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<C> <S>
5.1 Opinion of Perkins Coie LLP regarding legality of the Common Stock being
registered
23.1 Consent of PriceWaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 ImageX.com 1999 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.24 to the Registration Statement on Form S-1)
99.2 ImageX.com Amended and Restated 1996 Stock Incentive Compensation Plan
(incorporated by reference to Exhibit 10.23 to the Registration Statement
on Form S-1)
</TABLE>
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 this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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.
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 15(d) of the Exchange
Act
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(and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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.
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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 the City of Bellevue, State of Washington, on the 26th day of
August, 1999.
IMAGEX.COM, INC.
BY: /s/ RICHARD P. BEGERT
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Richard P. Begert
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Richard P. Begert and John R. Higgins, or either of them, as attorneys-in-fact
with full power of substitution, to execute in the name and on the behalf of
each person, individually and in each capacity stated below, and to file, any
and all amendments to this Registration Statement, including any and all
post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 26th day of August, 1999.
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SIGNATURE TITLE
<C> <S>
/s/ RICHARD P. BEGERT President and Chief Executive Officer (Principal Executive
- -------------------------------------------- Officer)
Richard P. Begert
/s/ ROBIN L. KRUEGER Chief Financial Officer (Principal Financial and Accounting
- -------------------------------------------- Officer)
Robin L. Krueger
/s/ F. JOSEPH VERSCHUEREN Chairman of the Board
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F. Joseph Verschueren
/s/ JOHN E. ARDELL Director
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John E. Ardell
/s/ GARRETT P. GRUENER Director
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Garrett P. Gruener
/s/ ELWOOD D. HOWSE, JR. Director
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Elwood D. Howse, Jr.
/s/ RICHARD R. SONSTELIE Director
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Richard R. Sonstelie
/s/ BERNEE D. L. STROM Director
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Bernee D. L. Strom
</TABLE>
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Description
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<C> <S>
5.1 Opinion of Perkins Coie LLP regarding legality of the Common Stock being
registered
23.1 Consent of PriceWaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 ImageX.com 1999 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.24 to the Registration Statement on Form S-1)
99.2 ImageX.com Amended and Restated 1996 Stock Incentive Compensation Plan
(incorporated by reference to Exhibit 10.23 to the Registration Statement
on Form S-1)
</TABLE>
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EXHIBIT 5.1
[PERKINS COIE LLP LETTERHEAD]
August 26, 1999
ImageX.com, Inc.
10800 N.E. 8th Street, Suite 200
Bellevue, WA 98004
Re: Registration Statement on Form S-8 of Shares of Common Stock,
par value $.01 per share, of ImageX.com
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to 4,483,310 shares of Common
Stock, par value $.01 per share, which may be issued as follows: up to 450,000
shares pursuant to the ImageX.com, Inc. 1999 Employee Stock Purchase Plan and up
to 4,033,310 shares pursuant to the ImageX.com, Inc. Amended and Restated 1996
Stock Incentive Compensation Plan.
We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed relevant and
necessary for the purpose of this opinion. In giving this opinion, we are
assuming the authenticity of all instruments presented to us as originals, the
conformity with originals of all instruments presented to us as copies and the
genuineness of all signatures.
Based upon and subject to the foregoing, we are of the opinion that any
shares that may be issued pursuant to the plans have been duly authorized and
that, upon the due execution by the Company and the registration by its
registrar of such shares, the sale thereof by the Company in accordance with the
terms of the plans and the receipt of consideration therefor in accordance with
the terms of the plans, such shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ PERKINS COIE LLP
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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 March 5, 1999, except for paragraph
3 of Note 12, as to which the date is April 13, 1999, paragraphs 17 and 18 of
Note 1 and paragraph 9 of Note 12, as to which the date is April 15, 1999,
paragraph 2 of Note 7, paragraph 2 of Note 8, paragraphs 1 and 8 of Note 9, as
to which the date is April 21, 1999, paragraph 2 of Note 9, as to which the
date is June 16, 1999, paragraphs 7 and 8 of Note 12, as to which the date is
April 30, 1999, paragraph 10 of Note 12, as to which the date is August 9,
1999, paragraph 11 of Note 12, as to which the date is May 7, 1999, Note 13,
as to which the date is June 30, 1999, and paragraph 7 of Note 9, as to which
the date is August 18, 1999, relating to the financial statements of
ImageX.com, Inc., which are incorporated by reference in such Registation
Statement.
/s/ PriceWaterhouseCoopers LLP
Seattle, Washington
August 26, 1999
