<PAGE>
As filed with the Securities and Exchange Commission on September 29, 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
-------------------------
VASTERA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1616513
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
45025 AVIATION DRIVE
SUITE 200
DULLES, VA 20166
(Address of principal executive offices) (Zip Code)
VASTERA, INC. 2000 STOCK INCENTIVE PLAN
VASTERA, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan(s))
-------------------------
MR. ARJUN RISHI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VASTERA, INC.
45025 AVIATION DRIVE
SUITE 200
DULLES, VA 20166
(Name and address of agent for service)
(703) 661-9006
(Telephone Number, including area code, of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum
Amount to be Offering Price per Proposed Maximum Amount of
Title of Securities to be Registered Registered(1) Share(2) Aggregate Offering Price(2) Registration Fee
-------------------------------------- ----------------- ---------------------- ------------------------------ ------------------
<S> <C> <C> <C> <C>
2000 STOCK INCENTIVE PLAN
-------------------------------
Common Stock, $0.01 par value 18,250,000 shares $ 17.00 $ 310,250,000 $ 81,906.00
EMPLOYEE STOCK PURCHASE PLAN
-------------------------------
Common Stock, $0.01 par value 1,100,000 shares $ 17.00 $ 18,700,000 $ 4,936.80
----------------- -------------
19,350,000 shares Aggregate Registration Fee $ 86,842.80
================= ==================
</TABLE>
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 2000 Stock Incentive Plan and
Employee Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of the outstanding shares of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the
high and low selling price per share of the Registrant's Common Stock on
September 28, 2000, as reported by the Nasdaq National Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Vastera, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's prospectus filed with the Commission pursuant
to Rule 424(b) promulgated under the Securities Act of 1933,
as amended (the "1933 Act"), in connection with the
Registrant's Registration Statement No. 333-34142 in which
there is set forth the audited financial statements for the
Registrant's fiscal year ended December 31, 1999;
(b) The Registrant's Registration Statement No. 000-31589 on Form
8-A12G filed with the Commission on September 21, 2000,
pursuant to Section 12(g) of the Securities Exchange Act of
1934 (the "1934 Act"), in which there is described the terms,
rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 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 de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of 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 herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein 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
Section 145 of the Delaware General Corporation Law ("DGCL")
makes provision for the indemnification of officers and directors in terms
sufficiently broad to indemnify officers and directors under certain
circumstances from liabilities (including reimbursement for expenses incurred)
arising under the Securities Act. Section 145 of the DGCL 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: (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) arising
under Section 174 of the DGCL or (4) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be titled under the corporation's
bylaws, any agreement, a vote of stockholders or otherwise.
The Registrant's certificate of incorporation provides for
indemnification of the Registrant's directors against, and absolution of,
liability to the Registrant and its stockholders to the fullest extent permitted
by
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<PAGE>
the DGCL. The Registrant has purchased directors' and officers' liability
insurance covering liabilities that may be incurred by its directors and
officers in connection with the performance of their duties.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
-------------- -------
<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statement No.
000-31589 on Form 8-A12G, together with any exhibits
thereto, which are incorporated herein by reference
pursuant to Item 3(b) to this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Vastera, Inc. 2000 Stock Incentive Plan.
99.2 Vastera, Inc. Employee Stock Purchase Plan.
</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 1933 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 clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Registrant's 2000
Stock Incentive Plan or Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into 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 1933 Act may be permitted to directors, officers or controlling persons
of the Registrant pursuant to the indemnification provisions summarized in
Item 6 or otherwise, the Registrant has been advised that, in the opinion of
the Commission, such indemnification is against public policy as expressed in
the 1933 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 1933 Act and will be governed by the final adjudication of
such issue.
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<PAGE>
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 City of Dulles, State of Virginia on this 29th
day of September, 2000.
VASTERA, INC.
By: /s/ Arjun Rishi
-------------------------------------
Arjun Rishi
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Vastera, Inc.,
a Delaware corporation, do hereby constitute and appoint Arjun Rishi, President
and Chief Executive Officer and Philip J. Balsamo, Chief Financial Officer, and
each of them, the lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
---------------------------------------- ------------------------------------------------ --------------------
<S> <C> <C>
/s/ Arjun Rishi President, Chief Executive Officer, and September 29, 2000
---------------------------------------- Director (Principal Executive Officer)
Arjun Rishi
/s/ Philip J. Balsamo Chief Financial Officer (Principal Financial September 29, 2000
---------------------------------------- and Accounting Officer)
Philip J. Balsamo
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<PAGE>
<S> <C> <C>
Chairman of the Board of Directors September __, 2000
----------------------------------------
Richard A. Lefebvre
/s/ Mark J. Ferrer Chief Operating Officer and Director September 29, 2000
------------------------------------
Mark J. Ferrer
/s/ Robert G. Barrett
------------------------------------- Director September 29, 2000
Robert G. Barrett
------------------------------------- Director September __, 2000
Richard H. Kimball
/s/ James D. Robinson IV
------------------------------------- Director September 29, 2000
James D. Robinson IV
------------------------------------- Director September __, 2000
Timothy Davenport
/s/ Nicolas C. Nierenberg
------------------------------------- Director September 29, 2000
Nicolas C. Nierenberg
</TABLE>
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
VASTERA, INC.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
-------------- -------
<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statement No. 000-31589
on Form 8-A12G, together with any exhibits thereto, which
are incorporated herein by reference pursuant to Item 3(b)
to this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Vastera, Inc. 2000 Stock Incentive Plan.
99.2 Vastera, Inc. Employee Stock Purchase Plan.
</TABLE>
