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As Filed With The Securities and Exchange Commission on April 29, 1999
Registration No. 333-
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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RAZORFISH, INC.
(Exact name of registrant as specified in its charter)
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Delaware 13-3804503
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
107 Grand Street, 3rd Floor
New York, New York 10013
(Address of registrant's principal executive offices)
Amended and Restated 1997 Stock Option and Incentive Plan
1999 Stock Incentive Plan
(Full titles of the plans)
Jeffrey A. Dachis
President and Chief Executive Officer
Razorfish, Inc.
107 Grand Street, 3rd Floor
New York, New York 10013
(212) 966-5960
(Name, address and telephone number, including area code, of agent for service)
With a copy sent to:
Mark L. Mandel, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104-0012
(212) 468-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of Registration Fee
to be Registered Registered Price Per Share Offering Price
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 1,172,548 $ 5.00(1) $ 5,862,740 $1,629.84
par value per share
- ---------------------------------------------------------------------------------------------------------------------
Class A Common Stock, $.01 430,500(2) $16.00(3) $ 6,888,000 $1,914.86
par value per share
- ---------------------------------------------------------------------------------------------------------------------
Class A Common Stock, $.01 491,827(4) $34.94(5) $17,184,435 $4,777.27
par value per share
- ---------------------------------------------------------------------------------------------------------------------
Total 2,094,875 $8,321.97
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee, as
follows: (i) 39,078 shares that were granted to certain employees of the
Registrant, (ii) 823,378 options which have been granted at an exercise
price of $1.00 per share, (iii) 113,956 options which have been granted at
an exercise price of $10.00 per share, (iv) 155,616 options which have been
granted at an exercise price of $16.00 per share and (v) 40,520 shares
reserved for issuance under the Registrant's 1997 Stock Option and Incentive
Plan.
(2) Represents options granted pursuant to the Registrant's 1999 Stock Incentive
Plan at an exercise price of $16.00 per share.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee.
(4) Represents shares reserved for issuance under the Registrant's 1999 Stock
Incentive Plan.
(5) Estimated in accordance with Rule 457(c) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee using
the average high and low prices of the Registrant's Class A Common Stock as
reported on The Nasdaq Stock Market, Inc.'s National Market on April 28,
1999.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Registration
Statement the following documents:
(a) The Registrant's latest prospectus, filed pursuant to Rule 424(b) of
the Securities Act of 1933, as amended (the "Securities Act"), containing
audited financial statements for the Registrant's latest fiscal year for which
such statements have been filed.
(b) All other reports filed 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 prospectus covered in (a) above.
(c) The Registrant's Registration Statement on Form 8-A, filed pursuant to
Section 12(g) of the Exchange Act, which contains a description of the Common
Stock, including any amendment or report filed for the purpose of updating such
description.
All documents filed or subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
described herein have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's fiduciary 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)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions), or
(iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's Certificate of Incorporation contains provisions
permitted by Section 102(b)(7) of the DGCL.
Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include 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, provided such director, officer,
<PAGE>
employee or agent acted in good faith and in a manner he reasonably believed to
be in or not opposed to the corporation's best interests and, with respect to
any criminal actions or proceedings, had no reasonable cause to believe that his
conduct was unlawful. A Delaware corporation may indemnify directors and/or
officers in an action or suit by or in the right of the corporation under the
same conditions, except that no indemnification is permitted without judicial
approval if the director or officer is adjudged to be liable to the corporation.
Where a director or officer is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses which such director or officer actually and reasonably
incurred.
The Registrant's Certificate of Incorporation filed as Exhibit 4.1 to this
Registration Statement provides indemnification of directors and officers of the
Registrant to the fullest extent permitted by the DGCL. The Registrant has
obtained liability insurance for each director and officer of the Registrant for
certain losses arising from claims or charges made against them while acting in
their capacities as directors or officers of the Registrant.
The above discussion of the Registrant's Certificate of Incorporation and
Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and is
qualified in its entirety by such Certificate of Incorporation and statutes.
For information regarding the Registrant's undertaking to submit to
adjudication the issue of indemnification for violation of the securities laws,
see Item 9 below.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Description
- --- -----------
<S> <C>
4.1 Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to
the Registrant's Registration Statement filed on Form S-1 (Commission File No. 333-71043)).
4.2 Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 to the Registrant's Registration
Statement filed on Form S-1 (Commission File No. 333-71043)).
4.3 The Amended and Restated 1997 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1
to the Registrant's Registration Statement filed on Form S-1 (Commission File No. 333-71043)).
4.4 1999 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Registration
Statement filed on Form S-1 (Commission File No. 333-71043)).
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Morrison & Foerster LLP (set forth in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on signature page).
</TABLE>
<PAGE>
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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 Securities and Exchange
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 that 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 New York, State of New York, on April 29, 1999.
RAZORFISH, INC.
By /s/ Jeffrey A. Dachis
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Jeffrey A. Dachis, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints and hereby authorizes Michael S. Simon and Susan
Black, severally, such person's true and lawful attorneys-in-fact, with full
power of substitution or resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign on such person's
behalf, individually and in each capacity stated below, any and all amendments,
including post-effective amendments to this Registration Statement and to sign
any and all additional registration statements relating to the same offering of
securities as this Registration Statement that are filed pursuant to Rule 462(b)
of the Securities Act of 1933, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or their 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>
Name and Signatures Title Date
- ------------------- ----- -----
<S> <C> <C>
/s/ Jeffrey A. Dachis
__________________________ President, Chief Executive Officer, April 29, 1999
Jeffrey A. Dachis Treasurer and Director
/s/ Craig M. Kanarick
__________________________ Chief Scientist, Vice Chairman of the April 29, 1999
Craig M. Kanarick Board, Secretary and Director
__________________________ Chairman of the Board and Director April , 1999
Per Bystedt
__________________________ Vice Chairman of the Board, Executive April , 1999
Jonas Svensson Vice President-Corporate Development and
Director
/s/ Sue Black
__________________________ Chief Financial Officer (Chief Financial April 29, 1999
Sue Black and Accounting Officer)
__________________________ Director April , 1999
Carter F. Bales
/s/ Kjell Nordstrom
__________________________ Director April 29, 1999
Kjell Nordstrom
/s/ John Wren
__________________________ Director April 29, 1999
John Wren
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to
the Registrant's Registration Statement filed on Form S-1 (Commission File No. 333-71043)).
4.2 Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 to the Registrant's Registration
Statement filed on Form S-1 (Commission File No. 333-71043)).
4.3 The Amended and Restated 1997 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1
to the Registrant's Registration Statement filed on Form S-1 (Commission File No. 333-71043)).
4.4 1999 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Registration
Statement filed on Form S-1 (Commission File No. 333-71043)).
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Morrison & Foerster LLP (set forth in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on signature page).
</TABLE>
<PAGE>
Exhibit 5.1
MORRISON & FOERSTER LLP
New York, New York
April 29, 1999
Razorfish, Inc.
107 Grand Street
New York, NY 10013
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
executed by you on April 29, 1999 and to be filed with the Securities and
Exchange Commission (the "SEC") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 1,772,548 shares of your
Class A Common Stock, $.01 par value (the "Common Stock"), which will be
issuable under the Amended and Restated 1997 Stock Option and Incentive Plan and
the 1999 Stock Incentive Plan (the "Plans").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption of the
Plans and the authorization of the issuance of the shares of Common Stock under
the Plans (the "Plan Shares") and such documents as we have deemed necessary to
render this opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plans, will be validly
issued, fully paid and non-assessable shares of Common Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
MORRISON & FOERSTER LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report of our
report dated March 5, 1999 included in Razorfish, Inc. and subsidiaries
Registration Statement on Form S-1 (File No. 333-71043) previously filed with
the Securities and Exchange Commission and to all references to our firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
April 29, 1999
