<PAGE>
As filed with the Securities and Exchange Commission on February 14, 2000
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)
1999 Stock Incentive Plan
2000 Non-Officer Stock Incentive Plan
(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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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed Proposed Amount of
securities be maximum maximum registration
to be registered(1) offering aggregate fee
registered price per offering
share price
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<S> <C> <C> <C> <C>
1999 STOCK INCENTIVE
PLAN
Class A Common Stock
($.01 par value)
56,296 shares $ 12.50(2) $ 703,700(2) $ 185.78
70,000 shares $ 15.31(2) $ 1,071,700(2) $ 282.93
402,900 shares $ 20.59(2) $ 8,295,711(2) $ 2,190.07
80,000 shares $ 22.16(2) $ 1,772,800(2) $ 468.02
678,800 shares $ 34.00(2) $ 23,079,200(2) $ 6,092.91
500 shares $ 35.00(2) $ 17,500(2) $ 4.62
1,000 shares $ 36.06(2) $ 36,060(2) $ 9.52
9,000 shares $ 36.25(2) $ 326,250(2) $ 86.13
176,494 shares $ 36.50(2) $ 6,442,031(2) $ 1,700.70
4,124 shares $ 36.59(2) $ 150,897(2) $ 39.84
19,500 shares $ 36.75(2) $ 716,625(2) $ 189.19
1,000 shares $ 36.94(2) $ 36,940(2) $ 9.75
1,000 shares $ 37.50(2) $ 37,500(2) $ 9.90
33,248 shares $ 37.72(2) $ 1,254,115(2) $ 331.09
1,350 shares $ 38.50(2) $ 51,975(2) $ 13.72
2,000 shares $ 38.63(2) $ 77,260(2) $ 20.40
5,300 shares $ 39.13(2) $ 207,389(2) $ 54.75
500 shares $ 39.50(2) $ 19,750(2) $ 5.21
500 shares $ 39.75(2) $ 19,875(2) $ 5.25
13,000 shares $ 40.38(2) $ 524,940(2) $ 138.58
1,000 shares $ 40.44(2) $ 40,440(2) $ 10.68
1,004,500 shares $ 40.63(2) $ 40,812,835(2) $ 10,774.59
1,500 shares $ 42.00(2) $ 63,000(2) $ 16.63
28,876 shares $ 42.51(2) $ 1,227,519(2) $ 324.07
5,000 shares $ 43.31(2) $ 216,550(2) $ 57.17
500 shares $ 43.44(2) $ 21,720(2) $ 5.73
1,500 shares $ 43.56(2) $ 65,340(2) $ 17.25
500 shares $ 44.00(2) $ 22,000(2) $ 5.81
11,500 shares $ 45.44(2) $ 522,560(2) $ 137.96
4,500 shares $ 46.03(2) $ 207,135(2) $ 54.68
1,000 shares $ 46.38(2) $ 46,380(2) $ 12.24
120,650 shares $ 46.75(2) $ 5,640,388(2) $ 1,489.06
500 shares $ 48.19(2) $ 24,095(2) $ 6.36
2,542,120 shares $ 46.63(3) $118,539,056(3) $ 31,294.31
- -------------------------------------------------------------------------------------
2000 NON-OFFICER STOCK
INCENTIVE PLAN
Class A Common Stock
($.01 par value) 3,267,304 shares $ 35.53(2) $116,087,311(2) $ 30,647.05
1,732,696 shares $ 46.63(3) $ 80,795,614(3) $ 21,330.04
- -------------------------------------------------------------------------------------
TOTAL: 10,280,158 shares $108,021.99
- -------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement also covers additional
securities that may be offered or issued to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
(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.
(3) Estimated solely for purposes of calculating the registration fee, and
based upon the average of the high and low prices of the Registrant's
Class A Common Stock as reported on the Nasdaq National Market on
February 10, 2000 in accordance with Rules 457(c) and 457(h) under the
Securities Act.
<PAGE>
EXPLANATORY NOTE
This registration statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act (1) to register 5,280,158
shares of the Class A Common Stock of Razorfish, Inc., a Delaware corporation
(the "Registrant") issuable under the Registrant's 1999 Stock Incentive Plan (in
addition to the 1,844,654 shares issuable under the plan that were registered
under a prior registration statement on Form S-8 (File No. 333-77373), after
giving effect to the 2-for-1 split of the Registrant's Class A Common Stock on
January 28, 2000) and (2) to register 5,000,000 shares of the Class A Common
Stock of the Registrant issuable under the Registrant's 2000 Non-Officer Stock
Incentive Plan. The Registrant's 2000 Non-Officer Stock Incentive Plan has not
been approved by the Registrant's stockholders as of the date of this
registration statement; therefore, under Rule 4320(e)(21)(H) of the Rules of the
National Association of Securities Dealers, Inc., the Registrant cannot make any
grants to its officers or directors under the 2000 Non-Officer Stock Incentive
Plan as of the date hereof.
<PAGE>
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
liability of a director for violations of the director's fiduciary duty, except
<PAGE>
(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;
(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
<PAGE>
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
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
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 14th day of February, 2000.
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 February 14, 2000
- ------------------------ Officer and Director
Jeffrey A. Dachis (Principal Executive Officer)
/s/ Lawrence P. Begley Chief Financial Officer February 14, 2000
- ------------------------ and Director
Lawrence P. Begley (Principal Financial and
Accounting Officer)
<PAGE>
/s/ Craig M. Kanarick Director February 14, 2000
- ------------------------
Craig M. Kanarick
/s/ Per I. G. Bystedt Director February 14, 2000
- ------------------------
Per I. G. Bystedt
/s/ Jonas S. A. Svensson Director February 14, 2000
- ------------------------
Jonas S. A. Svensson
/s/ Carter F. Bales Director February 14, 2000
- ------------------------
Carter F. Bales
/s/ Michael Pehl Director February 14, 2000
- ------------------------
Michael Pehl
/s/ John Wren Director February 14, 2000
- ------------------------
John Wren
/s/ Kjell A. Nordstrom Director February 14, 2000
- ------------------------
Kjell A. Nordstrom
<PAGE>
Exhibit Index
Exhibit
Number Description
4.1(1) Certificate of Incorporation of the Registrant
4.2(1) Certificate of Amendment of Certificate of Incorporation of the
Registrant effective as of November 2, 1999
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 Hale and Dorr LLP
23.1 Consent of Hale and Dorr 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
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
February 14, 2000
Razorfish, Inc.
107 Grand Street, 3rd Floor
New York, New York 10013
Re: 1999 Stock Incentive Plan
2000 Non-Officer Stock Incentive Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed on the date hereof with the
Securities and Exchange Commission (the "Commission") relating to an aggregate
of 10,280,158 shares of class A common stock, $.01 par value per share (the
"Shares"), of Razorfish, Inc., a Delaware corporation (the "Company"), issuable
under the Company's 1999 Stock Incentive Plan and 2000 Non-Officer Stock
Incentive Plan (collectively, the "Plans").
We have examined the Certificate of Incorporation and the By-Laws of the
Company, each as amended to date, and originals, or copies certified to our
satisfaction, of all pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement and such other documents
relating to the Company as we have deemed material for the purposes of this
opinion.
In examination of the foregoing documents, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified, photostatic or facsimile copies, the authenticity of the originals
of such latter documents and the legal competence of all signatories to such
documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Plans, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction other
than the General Corporation Law statute of the State of Delaware and the
federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Company has duly authorized for issuance the Shares covered by the Registration
Statement to be issued
Washington, DC Boston, MA London, UK*
------------------------------------------------------------
HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL
(AN INDEPENDENT JOINT VENTURE LAW FIRM)
<PAGE>
under the Plans, as described in the Registration Statement, and such Shares,
when issued in accordance with the terms of the Plans, will be legally issued,
fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
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 of 1933, as amended
(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/ Hale and Dorr LLP
-----------------------
Hale and Dorr 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
February 14, 2000
