<PAGE>
As filed with the Securities and Exchange Commission on June 8, 1999
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_______________________
drkoop.com, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 8920 Business Park Drive 95-4697615
Suite 200
Austin, Texas 78759
(State of Incorporation) (Address of Principal (I.R.S. Employer
Executive Offices) Identification No.)
_______________________
drkoop.com, Inc. 1999 Employee Stock Purchase Plan
(Full Title of the Plan)
_______________________
Donald W. Hackett
President and Chief Executive Officer
drkoop.com, Inc.
8920 Business Park Drive
Suite 200
Austin, Texas 78759
(512) 726-5110
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Anthony J. Richmond
Latham & Watkins
135 Commonwealth Drive
Menlo Park, California 94025
(650) 328-4600
_______________________
<TABLE>
<CAPTION>
Calculation of Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
Maximum
Proposed Proposed Amount of
Number of Maximum Aggregate
Shares to be Offering Price Offering Registration
Title of Securities to be Registered Registered(1) Per Share(2) Price(2) Fee(2)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value........................ 750,000 $0.28 $210,000 $58.38
Interests in drkoop.com, Inc. 1999 Employee Stock
Purchase Plan..................................... (3) -- -- --
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement shall also cover any additional shares of common
stock which become issuable under the drkoop.com, Inc. 1999 Employee Stock
Purchase Plan by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of the outstanding shares of
common stock of drkoop.com, Inc.
(2) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933, as amended (the "Securities
Act"), on the basis of the book value per share of common stock ($0.28) of
drkoop.com, Inc. on March 31, 1999.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, to the
extent required, this registration statement also covers an indeterminate
amount of interests to be offered and sold pursuant to the drkoop.com,
Inc. 1999 Employee Stock Purchase Plan.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents which we filed with the Commission are incorporated by
reference into this registration statement:
(a) The description of Common Stock contained in our registration statement
on Form 8-A (File No. 000-26275) filed with the Commission on June 4, 1999
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any subsequent amendment or report filed for the
purpose of amending such description.
(b) In addition, all documents which we file pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this registration
statement from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be 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 in this
registration statement, or in any other subsequently filed document which also
is or is deemed to be incorporated by reference in this registration
statement, 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.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Our restated certificate of incorporation provides that, except to the
extent prohibited by the Delaware General Corporation Law, as amended, our
directors shall not be personally liable to us or our stockholders for
monetary damages for any breach of fiduciary duty as directors. Under Delaware
law, the directors have a fiduciary duty to our company which is not
eliminated by this provision of the Certificate and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
nonmonetary relief will remain available. In addition, each director will
continue to be subject to liability under Delaware law for breach of the
director's duty of loyalty to our company, for acts or omissions which are
found by a court of competent jurisdiction to be not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are prohibited
by Delaware law. This provision also does not affect the directors'
responsibilities under any other laws, such as the Federal securities laws or
state or Federal environmental laws. We have applied for liability insurance
for our officers and directors.
Section 145 of Delaware law empowers a corporation to indemnify its
directors and officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers, provided
that this provision shall not eliminate or limit the liability of a director:
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of Delaware law, or (iv) for any transaction from which the
director derived an improper personal benefit. Delaware law provides further
that the indemnification permitted thereunder shall not be deemed exclusive of
any other rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of Delaware law and provides that we may
fully indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the
fact that such person is or was a director or officer of our company, or is or
was serving at our request as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.
We intend to enter into contractual indemnification agreements with each of
our executive officers and directors. These agreements provide for contractual
indemnification to the fullest extent permitted by applicable law and provide
mechanical and administrative procedures to be followed in the event of any
such claim.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate. The Registrant is not aware of
any threatened litigation or proceeding that may result in a claim for such
indemnification.
2
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Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
The following are the exhibits required by Item 601 of Regulation S-K:
Exhibit
Number
- ------
5.1 Opinion of Latham & Watkins.
10.1* drkoop.com, Inc. 1999 Employee Stock Purchase Plan.
23.1 Consent of Latham & Watkins (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included on page 5 of this registration statement).
________________________
* Incorporated by reference to Exhibit 10.34 of Amendment No. 3 to the
registrant's registration statement on Form S-1 (File No. 333-73065) filed on
June 4, 1999.
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 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 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 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.
3
<PAGE>
(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 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.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
drkoop.com, Inc., a Delaware corporation, 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 Austin, State of
Texas, on this 8th day of June, 1999.
drkoop.com, Inc.
By:/s/ Donald W. Hackett
--------------------------------
Donald W. Hackett, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Donald W. Hackett and Susan M. Georgen-
Saad, with full power of substitution and resubstitutions and full power to act
without the other, his or her true and lawful attorneys-in-fact and agents to
act for him or her in his or her name, place or stead, in any and all
capacities, to sign any amendments to this registration statement on Form S-8
(including post-effective amendments) and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, 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/ Donald W. Hackett President, Chief Executive Officer June 8, 1999
- ------------------------------------------- and Director (Principal Executive
Donald W. Hackett Officer)
/s/ Susan M. Georgen-Saad Chief Financial Officer June 8, 1999
- ------------------------------------------- (Principal Financial and Accounting
Susan M. Georgen-Saad Officer)
Chairman of the Board of Directors
- -------------------------------------------
C. Everett Koop, M.D.
Vice-Chairman of the Board
- ------------------------------------------- of Directors
John F. Zaccaro
/s/ Jeffrey C. Ballowe Director June 8, 1999
- -------------------------------------------
Jeffrey C. Ballowe
/s/ Mardian J. Blair Director June 8, 1999
- -------------------------------------------
Mardian J. Blair
/s/ G. Carl Everett, Jr. Director June 8, 1999
- -------------------------------------------
G. Carl Everett, Jr.
/s/ Richard D. Helppie, Jr. Director June 8, 1999
- -------------------------------------------
Richard D. Helppie, Jr.
Director
- -------------------------------------------
Nancy L. Snyderman, M.D.
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
- ------
5.1 Opinion of Latham & Watkins.
10.1* drkoop.com, Inc. 1999 Employee Stock Purchase Plan.
23.1 Consent of Latham & Watkins (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included on page 5 of this registration statement).
________________________
* Incorporated by reference to Exhibit 10.34 of Amendment No. 3 to the
registrant's registration statement on Form S-1 (File No. 333-73065) filed on
June 4, 1999.
6
<PAGE>
EXHIBIT 5.1
OPINION OF LATHAM & WATKINS
[Letterhead of LATHAM & WATKINS]
June 8, 1999
drkoop.com, Inc.
8920 Business Park Drive
Suite 200
Austin, Texas 78759
Re: drkoop.com, Inc.
750,000 shares of common stock, par value $0.001 per share
----------------------------------------------------------
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of an aggregate of 750,000 shares (the "Shares") of common
stock, par value $0.001 per share, of drkoop.com, Inc. (the "Company") issuable
under the Company's 1999 Employee Stock Purchase Plan (the "Plan") by the
Company on Form S-8 filed with the Securities and Exchange Commission (the
"Commission") on June 8, 1999 (the "Registration Statement"), you have requested
our opinion with respect to the matters set forth below.
In our capacity as your special counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of the Shares.
In addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of the
General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of any other laws.
Subject to the foregoing, it is our opinion that the Shares to be issued under
the Plan have been duly authorized, and upon the issuance and delivery of the
Shares in the manner contemplated by the Plan, and assuming the Company
completes all actions and proceedings required on its part to be taken prior to
the issuance and delivery of the Shares pursuant to the terms of the Plan,
including, without limitation, collection of required payment for the Shares,
the Shares will be validly issued, fully paid and nonassessable.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent. We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
7
<PAGE>
EXHIBIT 23.2
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 4, 1999, except for Note 14, for
which the date is May 13, 1999, relating to the financial statements of
drkoop.com, Inc., which appear in Amendment No. 3 to the Registration Statement
on Form S-1 filed on June 4, 1999 (File No. 333-73459).
/s/ PricewaterhouseCoopers LLP
Austin, Texas
June 8, 1999
8
