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As filed with the Securities and Exchange Commission on January 9th, 2001.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ROWECOM INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
04-3370008
(I.R.S. EMPLOYER IDENTIFICATION NO.)
60 ABERDEEN AVENUE
CAMBRIDGE, MA 02138
(Address of Principal Executive Offices) (Zip Code)
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AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
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RICHARD R. ROWE, PH.D.
Chairman of the Board, President
and Chief Executive Officer
RoweCom Inc.
60 Aberdeen Avenue
Cambridge, MA 02138
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(617) 497-5800
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE
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Copy to:
BRIAN KEELER, ESQ.
BINGHAM DANA LLP
150 Federal Street
Boston, Massachusetts 02110
(617) 951-8000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered Share (1) Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value per share 700,000 $1.25 $875,000 $218.75
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(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, based on the
average of the high and low prices of the Registrant's Common Stock, $.01 par
value per share, reported by the Nasdaq National Market on January 5, 2001.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by RoweCom Inc., a
Delaware corporation (the "Company" or the "Registrant"), in connection with the
registration of 700,000 shares of common stock, par value $0.01 per share
("common stock"), of the Company, which are in addition to the 3,000,000 shares
of common stock of the Company which were registered on the Company's Form S-8
filed on May 6, 1999 (File No. 333-77891) (the "Prior Registration Statement").
The shares registered by this Registration Statement include shares of the
Company's common stock available for issuance to holders of options under the
Company's Amended and Restated 1998 Stock Incentive Plan. Pursuant to General
Instruction E of Form S-8, the contents of the Prior Registration Statement, to
the extent relating to the registration of the shares and except as otherwise
set forth in this Registration Statement, are incorporated by reference herein.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
*4.1 Third Amended and Restated Certificate of Incorporation of the
Registrant. (Incorporated by reference to Exhibit No. 3.1 to
the Registrant's Registration Statement on Form S-1 (No.
333-68761)).
*4.2 Amended and Restated By-Laws of the Registrant. (Incorporated
by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (No. 333-68761)).
*4.3 Registrant's Amended and Restated 1998 Stock Incentive Plan.
(Incorporated by reference to Exhibit 10.4 to the Registrant's
Registration Statement on Form S-1 (No. 333-68761)).
5.1 Opinion of Bingham Dana LLP as to the legality of the
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2 Consent of Bingham Dana LLP (included in Exhibit 5).
23.3 Consent of Deloitte & Touche LLP, independent accountants.
24 Power of Attorney (included on the signature page of this
Registration Statement).
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*Previously filed with the Registrant's Prior Registration Statement, and
incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Town of Cambridge, Commonwealth of Massachusetts, as of
the 9th day of January 2001.
ROWECOM INC.
By: /s/ Richard R. Rowe
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Richard R. Rowe, Ph.D.
Chairman, President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Richard R.
Rowe, Johan V. Brigham and Brian Keeler, and each of them severally, his true
and lawful attorney-in-fact with the authority to execute in the name of each
such person, and to file with the Securities and Exchange Commission, together
with any exhibits thereto and other documents therewith, any and all amendments
(including without limitation post-effective amendments) to this Registration
Statement on Form S-8 necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof, which
amendments may make such other changes in the Registration Statement as the
aforesaid attorney-in-fact executing the same deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of the 9th day of January 2001.
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SIGNATURE TITLE
<S> <C>
/s/ Richard R. Rowe Chairman of the Board of Directors, President and Chief Executive
--------------------------------- Officer (principal executive officer)
Richard R. Rowe
/s/ Paul Burmeister Senior Vice President and Chief Financial Officer (principal
--------------------------------- financial and accounting officer)
Paul Burmeister
/s/ Jerome S. Rubin
--------------------------------- Director
Jerome S. Rubin
/s/ Thomas Lemberg
--------------------------------- Director
Thomas Lemberg
/s/ Philippe Villers
--------------------------------- Director
Philippe Villers
/s/ John Kennedy
--------------------------------- Director
John Kennedy
--------------------------------- Director
Donald A.B. Lindberg
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EXHIBIT INDEX
*4.1 Third Amended and Restated Certificate of Incorporation of the
Registrant. (Incorporated by reference to Exhibit No. 3.1 to
the Registrant's Registration Statement on Form S-1 (No.
333-68761)).
*4.2 Amended and Restated By-Laws of the Registrant. (Incorporated
by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (No. 333-68761)).
*4.3 Registrant's Amended and Restated 1998 Stock Incentive Plan.
(Incorporated by reference to Exhibit 10.4 to the Registrant's
Registration Statement on Form S-1 (No. 333-68761)).
5.1 Opinion of Bingham Dana LLP as to the legality of the
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2 Consent of Bingham Dana LLP (included in Exhibit 5).
23.3 Consent of Deloitte & Touche LLP, independent accountants.
24 Power of Attorney (included on the signature page of this
Registration Statement).
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*Previously filed with the Registrant's Prior Registration Statement, and
incorporated by reference herein.
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