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As filed with the Securities and Exchange Commission on November 20, 2000
Registration No. 333-___________
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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)
<TABLE>
<S> <C> <C>
Delaware 7000 N. Mopac, Suite 400 95-4697615
(State of Incorporation) Austin, Texas 78731 (I.R.S. Employer
(Address of Principal Executive Offices) Identification No.)
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drkoop.com, Inc. 2000 Non-Qualified Stock Option Plan
(Full Title of the Plan)
_______________________
Richard R. Rosenblatt
Chief Executive Officer and Director
drkoop.com, Inc.
7000 N. Mopac, Suite 400
Austin, Texas 78731
(512) 583-5667
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
W. Alex Voxman, Esq.
Latham & Watkins
633 W. Fifth Street, Suite 4000
Los Angeles, California 90071
(213) 485-1234
_______________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed Maximum
Maximum Aggregate Amount of
Amount to be Offering Price Offering Price (2) Registration
Title of Securities to be Registered Registered (1) Per Share (2) Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value........................ 30,000,000 $0.685 $20,563,663.80 $5,429.00
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(1) This registration statement shall also cover any additional shares of common
stock which become issuable under the Plan described herein 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 (i) pursuant
to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities
Act"), based on a weighted average exercise price per share for 19,363,362
shares subject to options previously granted of $0.65 per share and (ii)
pursuant to Rule 457(c) under the Securities Act for the remaining
10,636,638 shares available for future grants based on the average high and
low prices for the registrant's common stock at $0.75 per share as reported
on the Nasdaq National Market on November 17, 2000.
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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 drkoop.com, Inc. has filed with the Commission
are incorporated by reference into this registration statement:
(a) The Company's latest Annual Report on Form 10-K, filed on March 30,
2000, as amended by Form 10-K/A, filed on April 28, 2000, for the fiscal year
ended December 31, 1999 filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Company's Quarterly Reports on Form 10-Q, filed on May 15, 2000,
August 21, 2000 and November 14, 2000, as amended by Form 10-Q/A, filed on May
15, 2000, September 1, 2000 and November 15, 2000, for the periods ended March
31, 2000, June 30, 2000 and September 30, 2000.
(c) The Company's Current Reports on Form 8-K, filed on April 27, 2000,
July 17, 2000 and September 1, 2000, by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act.
(d) 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 Exchange Act, including any subsequent amendment
or report filed for the purpose of amending such description.
In addition, all documents which the Company files 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.
-----------------------------------------
The Company's Certificate of Incorporation provides that to the fullest extent
permitted by the Delaware General Corporation Law ("Delaware Law"), as it now
exists or as it may be amended in the future, a director of the Company shall
not be personally liable to the Company or its stockholders for monetary damages
for breach of
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fiduciary duty as a director. Under current Delaware Law, liability of a
director may not be limited (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 that involve intentional misconduct or a knowing violation of law, (iii) in
respect of certain unlawful dividend payments or stock redemptions or
repurchases, and (iv) for any transaction from which the director derives an
improper personal benefit. The effect of the provision of the Company's
Certificate of Incorporation is to eliminate the Company's rights and the rights
of the Company's stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i) through (iv) above. This provision does not limit or eliminate the
Company's rights or the rights of any stockholder to seek nonmonetary relief
such as an injunction or rescission in the event of a breach of a director's
duty of care. In addition, the Company's Certificate of Incorporation provides
that the Company shall indemnify to the fullest extent permitted by law any
person made or threatened to be made a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he
or she is or was a director or officer of the Company or any predecessor of the
Company, or serves or served at any other enterprise as a director or officer at
the Company's request.
The Company has also entered into indemnification agreements with certain of
its directors and officers, which also provide for indemnification against
certain liabilities, including certain liabilities under the Securities Act.
The Company's bylaws also permit the Company to secure insurance on behalf of
any officer, director, employee or other agent for any liability arising out of
his or her actions, regardless of whether Delaware law would permit
indemnification.
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 2000 Non-Qualified Stock Option Plan.
10.2 Amendment to 2000 Non-Qualified Stock Option Plan.
10.3 Amendment No. 2 to 2000 Non-Qualified Stock Option 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).
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
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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.
(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.
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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 17th day of November, 2000.
drkoop.com, Inc.
By: /s/ Richard M. Rosenblatt
---------------------------------------
Richard M. Rosenblatt, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Richard R. Rosenblatt and Edward A.
Cespedes, 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.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard M. Rosenblatt Chief Executive Officer November 17, 2000
--------------------------------------------- and Director (Principal Executive Officer)
Richard M. Rosenblatt
/s/ C. Everett Koop Chairman of the Board of Directors November 17, 2000
---------------------------------------------
C. Everett Koop, M.D.
/s/ Stephen Plutsky Chief Financial Officer (Principal November 17, 2000
--------------------------------------------- Financial and Accounting Officer)
Stephen Plutsky
/s/ Donald W. Hackett Director November 17, 2000
---------------------------------------------
Donald W. Hackett
Director November __, 2000
---------------------------------------------
Edwin M. Cooperman
Director November __, 2000
---------------------------------------------
Marshall S. Geller
/s/ Scott J. Hyten Director November 17, 2000
---------------------------------------------
Scott J. Hyten
</TABLE>
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<S> <C> <C>
/s/ George A. Vandeman Director November 17, 2000
---------------------------------------------
George A. Vandeman
Director November __, 2000
---------------------------------------------
Joseph P. Wynne
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number
------
5.1 Opinion of Latham & Watkins.
10.1 2000 Non-Qualified Stock Option Plan.
10.2 Amendment to 2000 Non-Qualified Stock Option Plan.
10.3 Amendment No. 2 to 2000 Non-Qualified Stock Option 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).
7
