<PAGE>
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
STORAGENETWORKS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-3436145
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
100 Fifth Avenue, Waltham, Massachusetts 02451
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN
2000 STOCK PLAN
2000 NON-EMPLOYEE DIRECTOR OPTION PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Dean J. Breda
Vice President and
General Counsel
StorageNetworks, Inc.
100 Fifth Avenue
Waltham, MA 02451
(Name and Address of Agent for Service)
(781) 434-6700
(Telephone Number, Including Area Code, of Agent for Service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
to be Price Offering Registration
Title of Securities to be Registered Registered Per Share Price Fee
------------------------------------ ---------- --------- ----- ---
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1,724,000 $ 0.025(1) $ 43,100(1) $ 11.38
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
1,175,500 $ 0.05(1) $ 58,775(1) $ 15.52
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
662,625 $ 0.15(1) $ 99,394(1) $ 26.24
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
2,914,750 $ 0.25(1) $ 728,688(1) $ 192.37
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
777,000 $ 0.50(1) $ 388,500(1) $ 102.56
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
1,611,500 $ 3.00(1) $ 4,834,500(1) $ 1,276.31
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
817,200 $ 8.00(1) $ 6,537,600(1) $ 1,725.93
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
1,570,556 $ 17.00(1) $ 26,699,452(1) $ 7,048.66
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
4,000 $ 23.00(1) $ 92,000(1) $ 24.29
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
207,350 $ 84.50(1) $ 17,521,075(1) $ 4,625.56
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
2,000 $ 88.375(1) $ 176,750(1) $ 46.66
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
2,500 $ 92.00(1) $ 230,000(1) $ 60.72
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
21,250 $ 98.00(1) $ 2,082,500(1) $ 549.78
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
13,100 $ 103.25(1) $ 1,352,575(1) $ 357.08
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
2,000 $ 115.125(1) $ 230,250(1) $ 60.79
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
30,500 $ 68.52(1) $ 2,089,860(1) $ 551.72
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
12,784,169 $ 66.625(2) $851,745,260(2) $224,860.75
Common Stock ($.01 par value) shares
--------------------------------------------------------------------------------------------------------
Totals 24,320,000(3) ------- $914,910,278 $241,536.31
--------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(1) Such shares are issuable upon the exercise of outstanding options with
fixed exercises prices. Pursuant to Rule 457(h)(1), the aggregate offering
price and the fee have been computed upon the basis of the price at which
the options may be exercised.
(2) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(h) on the basis of the average of the high and low sale prices
of the Common Stock on the Nasdaq National Market System on October 11,
2000, a date within five (5) business days of the filing of this
Registration Statement.
(3) Consists of (i) 10,920,000 shares issued or issuable under the Registrant's
Amended and Restated 1998 Stock Incentive Plan, 12,000,000 shares issued or
issuable under the Registrant's 2000 Stock Plan, 1,000,000 shares issuable
under the 2000 Employee Stock Purchase Plan and 400,000 shares issuable
under the 2000 Non-Employee Director Option Plan.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in StorageNetworks, Inc.'s (the "Registrant") Amended and
Restated 1998 Stock Incentive Plan, 2000 Stock Plan, 2000 Non-employee Director
Option Plan and 2000 Employee Stock Purchase Plan pursuant to Rule 428(b)(1) of
the Securities Act of 1933, as amended (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 filed with the
Commission are hereby incorporated by reference into this Registration
Statement:
(1) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act that
contains audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
document referred to in (1) above.
(3) The description of the common stock of the Registrant, $.01 par
value per share (the "Common Stock"), contained in a registration
statement filed under the Exchange Act, including any amendment
or report filed for the purpose 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 Common Stock
offered hereby have been sold or which deregisters all shares of 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. Any
statement
<PAGE>
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
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any 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
-----------------------------------------
The Registrant's Restated Certificate of Incorporation (the
"Restated Certificate of Incorporation") provides that no director of the
Registrant shall be personally liable for any monetary damages for any breach of
fiduciary duty as a director, except to the extent that the Delaware General
Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.
The Registrant's Restated Certificate of Incorporation also
provides that a director or officer of the Registrant (a) shall be indemnified
by the Registrant against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred in connection with any litigation
or other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
<PAGE>
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless and only to the extent that the Court of Chancery of Delaware
determines that, despite such adjudication but in view of all of the
circumstances, he is entitled to indemnification of such expenses.
Notwithstanding the foregoing, to the extent that a director or officer has been
successful, on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, he is required to be indemnified by
the Registrant against all expenses (including attorneys' fees) incurred in
connection therewith. Expenses shall be advanced to a director or officer at his
request, unless it is determined that he did not act in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Registrant, and, with respect to any criminal action or proceeding had
reasonable cause to believe that his conduct was unlawful, provided that he
undertakes to repay the amount advanced if it is ultimately determined that he
is not entitled to indemnification for such expenses.
As a condition precedent to the right of indemnification, the director
or officer must give the Registrant notice of the action for which indemnity is
sought and the Registrant has the right to participate in such action or assume
the defense thereof.
The Registrant's Restated Certificate of Incorporation further
provides that the indemnification provided therein is not exclusive, and
provides that Registrant may enter into agreements with officers, directors and
other persons serving the Registrant providing for indemnification rights and
procedures different from those set forth in the Registrant's Restated
Certificate of Incorporation.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.
<PAGE>
The Registrant maintains directors' and officers' liability
insurance coverage that insures the Registrant's directors and officers against
certain liabilities.
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
------------
1. 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 the 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; and
(iii) 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;
provided, however, that paragraphs (i) and (ii) do not apply if
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 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
<PAGE>
(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.
2. The undersigned 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 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 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.
3. 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 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 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 Waltham,
Massachusetts on October 17, 2000.
STORAGENETWORKS, INC.
By: /s/ Dean J. Breda
----------------------------------
Dean J. Breda
Vice President and General Counsel
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chief Executive Officer, October 17, 2000
------------------------------------- President and Chairman of
Peter W. Bell the Board (Principal
Executive Officer)
/s/ Paul C. Flanagan Chief Financial Officer and October 17, 2000
------------------------------------- Treasurer (Principal
Paul C. Flanagan Financial and Accounting
Officer)
* Director October 17, 2000
-------------------------------------
William D. Miller
* Director October 17, 2000
-------------------------------------
Randall A. Blumenthal
_____________________________________ Director October 17, 2000
Thomas J. Casey
* Director October 17, 2000
-------------------------------------
Robert E. Davoli
* Director October 17, 2000
-------------------------------------
Harold R. Dixon
</TABLE>
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<TABLE>
<S> <C> <C>
* Director October 17, 2000
-------------------------------------
Stephen J. Gaal
* Director October 17, 2000
-------------------------------------
Michael D. Lambert
* Director October 17, 2000
-------------------------------------
Roger M. Marino
* Director October 17, 2000
-------------------------------------
William T. Schleyer
</TABLE>
*By: /s/ Dean J. Breda
------------------------------
Dean J. Breda
Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number Description
-------- -----------
4.1 (1) Amended and Restated Certificate of Incorporation of the Registrant
4.2 Amended and Restated By-Laws of the Registrant
<PAGE>
4.3 (1) Specimen Certificate for Common Stock of the Registrant
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1, as amended (File No. 333-31430).
