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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)
AMENDED AND RESTATED EXTENSIS CORPORATION 1994 STOCK INCENTIVE PLAN
(Full title of the plan)
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:
MARIAM J. NAINI
VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
IMAGEX.COM, INC.
10800 N.E. 8TH STREET, SUITE 200
BELLEVUE, WASHINGTON 98004
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CALCULATION OF REGISTRATION FEE
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NUMBER TO PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES BE REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED (1)(2) PER SHARE(3) OFFERING PRICE(3) FEE
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<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE $0.01 PER SHARE 748,539 $10.20 $7,635,098 $2,015.67
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares of common stock reserved for
issuance pursuant to the stock incentive compensation plan as the
result of any future stock split, stock dividend or similar adjustment
of the Registrant's outstanding common stock.
(2) Pursuant to an Amended and Restated Agreement and Plan of Merger dated
as of May 20, 2000 and effective as of March 18, 2000 (the "Merger
Agreement"), by and among the Registrant, Columbia Acquisition Corp.,
creativepro.com, Inc., and Standish O'Grady, as shareholder
representative, the Registrant assumed all of the outstanding options
to purchase common stock of creativepro.com, Inc. under the Amended and
Restated Extensis Corporation 1994 Stock Incentive Plan (the
"creativepro Assumed Options"), with appropriate adjustements to the
number of shares of each creativepro Assumed Option to reflect the
ratio at which outstanding options to purchase creativepro.com, Inc.'s
common stock were converted into options to purchase Common Stock of
the Registrant under the Merger Agreement.
(3) Shares are issuable upon exercise of outstanding options with fixed
exercise prices. Pursuant to Rule 457(h) under the Securities Act of
1933, as amended, the proposed maximum aggregate offering price and the
registration fee have been computed upon the basis at which the options
may be exercised.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by ImageX.com, Inc. (the
"Registrant" or "Company"), a Washington corporation, relating to 748,539 shares
of its common stock, par value $0.01 per share (the "Common Stock"), issuable
under the Amended and Restated Extensis Corporation 1994 Stock Incentive Plan
(the "Stock Incentive Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
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 Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the Commission on March 22, 2000 which
contains audited financial statements for the most recent fiscal year
for which such statements have been filed;
(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
Annual Report on Form 10-K referred to in (a) above, including
ImageX.com's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000 filed with the Commission on May 15, 2000; and
(c) The description of the Registrant's Common Stock contained in
Amendment No. 3 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-94639) filed with the Commission on February 8,
2000, 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.
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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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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Exhibit
Number Description
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5.1 Opinion of Lane Powell Spears Lubersky LLP regarding legality of the Common
Stock being registered
23.1 Consent of Independent Accountants
23.2 Consent of Lane Powell Spears Lubersky LLP (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Amended and Restated Extensis Corporation 1994 Stock Incentive Plan.
</TABLE>
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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 (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 16th day of
June, 2000.
IMAGEX.COM, INC.
By: /s/ RICHARD P. BEGERT
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Richard P. Begert
President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Richard P. Begert and Robin L. Krueger, 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 16th day of June, 2000.
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SIGNATURE TITLE
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/s/ RICHARD P. BEGERT President and Chief Executive Officer (Principal Executive
--------------------------------------------- Officer)
Richard P. Begert
Chief Financial Officer, Treasurer and Assistant Secretary
/s/ ROBIN L. KRUEGER (Principal Financial and Accounting Officer)
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Robin L. Krueger
/s/ F. JOSEPH VERSCHUEREN Chairman of the Board
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F. Joseph Verschueren
/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/ WAYNE M. PERRY Director
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Wayne M. Perry
/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
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of Lane Powell Spears Lubersky LLP regarding legality of the Common
Stock being registered
23.1 Consent of Independent Accountants
23.2 Consent of Lane Powell Spears Lubersky LLP (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Amended and Restated Extensis Corporation 1994 Stock Incentive Plan
</TABLE>
