<PAGE>
As filed with the Securities and Exchange Commission on November 8, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Razorfish, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3804503
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
107 Grand Street, 3rd Floor
New York, New York 10013
(Address of Principal Executive Offices) (Zip Code)
INTERNATIONAL INTEGRATION INCORPORATED 1993 STOCK PLAN
INTERNATIONAL INTEGRATION INCORPORATED 1996 STOCK PLAN
INTERNATIONAL INTEGRATION INCORPORATED 1998 STOCK INCENTIVE PLAN
INTERNATIONAL INTEGRATION INCORPORATED 1998 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
AND
VARIOUS WRITTEN COMPENSATION CONTRACTS RELATING TO OPTIONS GRANTED
TO EMPLOYEES OF CONDUIT COMMUNICATIONS LTD.
(Full title of the plans)
Jeffrey A. Dachis
President and Chief Executive Officer
Razorfish, Inc.
107 Grand Street, 3rd Floor
New York, New York 10013
(Name and address of agent for service)
(212) 966-5960
(Telephone number,
including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Title of Amount to Proposed Proposed Amount of
securities be maximum maximum registration
to be registered offering aggregate fee
registered (1) price per offering
share price
- --------------------------------------------------------------------------------
INTERNATIONAL INTEGRATION INCORPORATED
1993 STOCK PLAN
Class A Common Stock
<S> <C> <C> <C> <C> <C>
($.01 par value) 85,313 shares $ 0.01 (2) $ 853(2) $ 0.24
62,289 shares $ 0.77 (2) $ 47,963(2) $ 13.33
5,348 shares $ 1.52 (2) $ 8,129(2) $ 2.26
131,250 shares $ 2.51 (2) $ 329,438(2) $ 91.58
- --------------------------------------------------------------------------------
INTERNATIONAL INTEGRATION INCORPORATED
1996 STOCK PLAN
Class A Common Stock
($.01 par value) 2,020,608 shares $ 2.29 (2) $ 4,627,192(2) $ 1,286.36
719,463 shares $ 3.43 (2) $ 2,467,758(2) $ 686.04
338,354 shares $ 5.71 (2) $ 1,932,001(2) $ 537.10
67,975 shares $ 8.00 (2) $ 543,800(2) $ 151.18
27,497 shares $13.71 (2) $ 376,984(2) $ 104.80
- --------------------------------------------------------------------------------
INTERNATIONAL INTEGRATION INCORPORATED
1998 STOCK INCENTIVE PLAN
Class A Common Stock
($.01 par value) 49,546 shares $13.71 (2) $ 679,276(2) $ 188.84
4,921 shares $16.00 (2) $ 78,736(2) $ 21.89
26,250 shares $16.43 (2) $ 431,288(2) $ 119.90
1,313 shares $16.86 (2) $ 22,137(2) $ 6.15
8,750 shares $17.14 (2) $ 149,975(2) $ 41.69
569 shares $17.43 (2) $ 9,918(2) $ 2.76
1,575 shares $17.71 (2) $ 27,893(2) $ 7.75
1,750 shares $17.86 (2) $ 31,255(2) $ 8.69
15,313 shares $18.29 (2) $ 280,075(2) $ 77.86
8,750 shares $18.43 (2) $ 161,263(2) $ 44.83
41,694 shares $18.57 (2) $ 774,258(2) $ 215.24
17,938 shares $18.86 (2) $ 338,311(2) $ 94.05
89,688 shares $19.01 (2) $ 1,704,969(2) $ 473.98
69,563 shares $19.14 (2) $ 1,331,436(2) $ 370.14
8,750 shares $19.36 (2) $ 169,400(2) $ 47.09
50,313 shares $19.43 (2) $ 977,582(2) $ 271.77
8,444 shares $19.58 (2) $ 165,334(2) $ 45.96
14,263 shares $19.78 (2) $ 282,122(2) $ 78.43
15,488 shares $20.00 (2) $ 309,760(2) $ 86.11
115,613 shares $20.29 (2) $ 2,345,788(2) $ 652.13
1,245,125 shares $20.50 (2) $25,525,063(2) $ 7,095.97
7,438 shares $20.57 (2) $ 153,000(2) $ 42.53
1,750 shares $20.86 (2) $ 36,505(2) $ 10.15
7,000 shares $20.96 (2) $ 146,720(2) $ 40.79
12,688 shares $21.14 (2) $ 268,224(2) $ 74.57
13,125 shares $21.43 (2) $ 281,269(2) $ 78.19
87,238 shares $21.78 (2) $ 1,900,044(2) $ 528.21
17,500 shares $22.29 (2) $ 390,075(2) $ 108.44
12,031 shares $22.57 (2) $ 271,540(2) $ 75.49
18,375 shares $22.86 (2) $ 420,053(2) $ 116.77
</TABLE>
2
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<TABLE>
<S> <C> <C> <C> <C>
8,138 shares $23.43 (2) $ 190,673(2) $ 53.01
223,125 shares $23.58 (2) $ 5,261,288(2) $ 1,462.64
8,750 shares $23.71 (2) $ 207,463(2) $ 57.67
438 shares $23.86 (2) $ 10,451(2) $ 2.91
1,313 shares $23.93 (2) $ 31,420(2) $ 8.73
3,063 shares $24.15 (2) $ 73,971(2) $ 20.56
438 shares $24.29 (2) $ 10,639(2) $ 2.96
6,563 shares $24.64 (2) $ 161,712(2) $ 44.96
29,750 shares $24.72 (2) $ 735,420(2) $ 204.45
20,563 shares $24.79 (2) $ 509,757(2) $ 141.71
8,313 shares $24.93 (2) $ 207,243(2) $ 57.61
5,250 shares $25.43 (2) $ 133,508(2) $ 37.12
9,188 shares $25.58 (2) $ 235,029(2) $ 65.34
875 shares $25.65 (2) $ 22,444(2) $ 6.24
5,250 shares $25.71 (2) $ 134,978(2) $ 37.52
21,438 shares $25.86 (2) $ 554,387(2) $ 154.12
875 shares $26.15 (2) $ 22,881(2) $ 6.36
875 shares $26.86 (2) $ 23,503(2) $ 6.53
875 shares $27.21 (2) $ 23,809(2) $ 6.62
32,375 shares $27.58 (2) $ 892,903(2) $ 248.23
1,750 shares $28.00 (2) $ 49,000(2) $ 13.62
438 shares $28.22 (2) $ 12,360(2) $ 3.44
17,500 shares $28.57 (2) $ 499,975(2) $ 138.99
875 shares $28.86 (2) $ 25,253(2) $ 7.02
1,313 shares $29.58 (2) $ 38,839(2) $ 10.80
3,063 shares $30.00 (2) $ 91,890(2) $ 25.55
3,063 shares $30.50 (2) $ 93,422(2) $ 25.97
4,069 shares $30.86 (2) $ 125,569(2) $ 34.91
438 shares $32.93 (2) $ 14,423(2) $ 4.01
9,625 shares $37.43 (2) $ 360,264(2) $ 100.15
2,188 shares $39.14 (2) $ 85,638(2) $ 23.81
7,438 shares $40.86 (2) $ 303,917(2) $ 84.49
875 shares $48.29 (2) $ 42,254(2) $ 11.75
10,500 shares $49.58 (2) $ 520,590(2) $ 144.72
875 shares $51.14 (2) $ 44,748(2) $ 12.44
12,688 shares $52.64 (2) $ 667,896(2) $ 185.68
131 shares $56.43 (2) $ 7,392(2) $ 2.05
178,412 shares $77.71 $13,865,241 $ 3,854.54
INTERNATIONAL INTEGRATION INCORPORATED
1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Class A Common Stock
($.01 par value) 32,813 shares $22.93(2) $752,402(2) $ 209.17
- --------------------------------------------------------------------------------
VARIOUS WRITTEN COMPENSATION CONTRACTS RELATING TO OPTIONS GRANTED
TO FORMER EMPLOYEES OF CONDUIT COMMUNICATIONS LTD.
Class A Common Stock
($.01 par value) 25,598 shares(3) $ 1.33(2) $ 34,045(2) $ 9.46
49,819 shares(4) $ 1.84(2) $ 91,667(2) $ 25.48
73,509 shares(5) $ 2.22(2) $ 163,190(2) $ 45.37
73,509 shares(5) $ 2.55(2) $ 187,448(2) $ 52.11
73,508 shares(5) $ 2.94(2) $ 216,114(2) $ 60.08
38,553 shares(6) $ 3.68(2) $ 141,875(2) $ 39.44
6,498 shares(7) $ 4.59(2) $ 29,826(2) $ 8.29
17,329 shares(8) $ 6.43(2) $ 111,425(2) $ 30.98
22,521 shares(9) $ 7.35(2) $ 165,529(2) $ 46.02
37,255 shares(10) $ 11.03(2) $ 410,923(2) $ 114.24
- ----------------------------------------------------------------------------------
TOTAL 6,524,467 shares $78,593,981(2) $21,849.13
- ----------------------------------------------------------------------------------
</TABLE>
(1) The number of shares of Razorfish, Inc. Class A Common Stock to be issued
gives effect to the exchange ratio of 0.875 shares of Razorfish, Inc. Class
A Common Stock for each share of International Integration Incorporated
Common Stock originally issuable under the plans registered hereby, as
provided in the Agreement and Plan of Merger Dated August 10, 1999 by and
among Razorfish, Inc., Ray Merger Sub, Inc. and International Integration
Incorporated.
(2) Estimated solely for purposes of calculating the registration fee, and
based upon the fixed exercise prices of outstanding options in accordance
with Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act").
(3) Consists of options granted to 1 person under an agreement between
Reportsent Company Ltd. and an employee of Conduit Communications Ltd.,
then a wholly owned subsidiary of Reportsent Company Ltd. (a "Conduit
Agreement"), dated December 5, 1995
(4) Consists of options granted to 3 persons under Conduit Agreements dated
November 29, 1996
(5) Consists of options granted to 3 persons under Conduit Agreements dated
April 22, 1997
3
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(6) Consists of options granted to 9 persons under Conduit Agreements dated
August 7, 1997 (7 persons), November 11, 1997 (1 person), December 30, 1997
(1 person) and April 14, 1999 (1 person)
(7) Consists of options granted to 1 person under a Conduit Agreement dated
November 29, 1996
(8) Consists of options granted to 1 person under a Conduit Agreement dated
August 1, 1998
(9) Consists of options granted to 16 persons under Conduit Agreements dated
March 23, 1999 (14 persons), April 2, 1999 (1 person) and April 14, 1999
(1 person)
(10) Consists of options granted to 5 persons under Conduit Agreements dated
March 23, 1999 (1 person), April 2, 1999 (3 persons) and April 14, 1999
(6 persons)
4
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EXPLANATORY NOTE
This registration statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act to register 6,524,467 shares
of the Class A Common Stock of Razorfish, Inc., a Delaware corporation (the
"Registrant") issuable to eligible employees, directors, consultants and
advisors under certain employee benefit plans and written compensation
contracts assumed by Registrant upon the merger of Registrant's wholly owned
subsidiary, Ray Merger Sub, Inc., a Delaware corporation, with and into
International Integration Incorporated, a Delaware corporation. The plans and
contracts were previously obligations of International Integration Incorporated
and its subsidiaries.
5
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in
documents sent or given to participants in the plans specified on the cover page
of this Registration Statement, pursuant to Rule 428(b)(1) of the Securities
Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:
(1) The Registrant's prospectus dated April 26, 1999 filed pursuant to
Rule 424(b) under the Securities Act, which contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.
(2) All reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the prospectus
referred to in (1) above.
(3) The description of the Class A common stock of the Registrant, $.01
par value per share (the "Class A Common Stock"), contained in the
registration statement filed as of April 22, 1999 under Section 12 of the
Exchange Act, including any amendment or report filed for purposes of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all shares of Class A Common Stock
offered hereby have been sold or which deregisters all shares of Class A Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of the filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification
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
6
<PAGE>
liability of a director for violations of the director's fiduciary duty, except
(1) for any breach of the director's fiduciary 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)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions), or
(4) 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, 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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings
a. The 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;
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(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 herein; 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 paragraphs (i) and (ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8, and 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 this 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 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 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 in 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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
8
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policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
9
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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, New York on the 8th day of November,
1999.
RAZORFISH, INC.
By: /s/ Lawrence P. Begley
---------------------------------------
Lawrence P. Begley
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Razorfish, Inc., hereby
severally constitute Jeffrey A. Dachis and Lawrence P. Begley, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Razorfish, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Jeffrey A. Dachis President, Chief Executive November 8, 1999
- ------------------------ Officer and Director
Jeffrey A. Dachis (Principal Executive Officer)
/s/ Lawrence P. Begley Chief Financial Officer November 8, 1999
- ------------------------ and Director
Lawrence P. Begley (Principal Financial and
Accounting Officer)
/s/ Craig M. Kanarick Director November 8, 1999
- ------------------------
Craig M. Kanarick
10
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/s/ Per I. G. Bystedt Director November 8, 1999
- ------------------------
Per I. G. Bystedt
/s/ Jonas S. A. Svensson Director November 8, 1999
- ------------------------
Jonas S. A. Svensson
/s/ Carter F. Bales Director November 8 1999
- ------------------------
Carter F. Bales
/s/ Michael Pehl Director November 8, 1999
- ------------------------
Michael Pehl
/s/ John Wren Director November 8, 1999
- ------------------------
John Wren
11
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Exhibit Index
Exhibit
Number Description
4.1(1) Certificate of Incorporation of the Registrant
4.2(1) Form of Certificate of Amendment of Certificate of Incorporation of
the Registrant effective as of the date hereof upon the merger of
Registrant's wholly owned subsidiary, Ray Merger Sub, Inc., a Delaware
corporation, with and into International Integration Incorporated, a
Delaware corporation
4.3(2) By-Laws of the Registrant
4.4(2) Specimen Certificate for shares of Class A Common Stock, $.01 par
value per share, of the Registrant
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
- ----------
1 Incorporated herein by reference to the Registrant's Registration Statement
on Form S-4 (Commission File No. 333-87031).
2 Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1 (Commission File No. 333-71043).
<PAGE>
EXHIBIT 5.1
MORRISON & FOERSTER LLP
1290 Avenue of the Americas, New York, New York 10104
212-468-8000 * FAX 212-468-7900
November 8, 1999
Razorfish, Inc.
107 Grand Street, 3rd Floor
New York, New York 10013
Re: International Integration Incorporated 1993 Stock Plan
International Integration Incorporated 1996 Stock Plan
International Integration Incorporated 1998 Stock Incentive Plan
International Integration Incorporated 1998 Non-Employee Director
Stock Option Plan
Various Written Compensation Contracts Relating to Options Granted to
Employees of Conduit Communications Ltd.
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
executed by you on November 2, 1999, and to be filed with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended (the "Securities Act"), of an aggregate of 6,524,467 shares
of your class A common stock, $.01 par value (the "Common Stock") which will be
issuable under the above-referenced plans and compensation contracts (the
"Plans").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the assumption of the
Plans by Razorfish, Inc., and such documents as we have deemed necessary to
render this opinion, in connection with the acquisition of International
Integration Incorporated by Razorfish, Inc.
Based upon the foregoing, it is our opinion that the Common Stock, when
issued and outstanding pursuant to the terms of the Plans, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ 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 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
November 2, 1999
