<PAGE>
As filed with the Securities and Exchange Commission on August 18, 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
AUTOWEB.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 77-0412737
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3270 Jay Street
Santa Clara, California 95054
(Address of Principal Executive Offices, including Zip Code)
1999 Equity Incentive Plan
1999 Employee Stock Purchase Plan
(Full Title of the Plans)
Samuel M. Hedgpeth III
President and Chief Executive Officer
Autoweb.com, Inc.
3270 Jay Street
Santa Clara, California 95054
(408) 554-9552
(Name, Address and Telephone Number of Agent For Service)
Copies to:
Laird H. Simons III, Esq.
Dorothy L. Hines, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, CA 94306
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Price Per Aggregate Offering Registration
Title of Securities to be Registered Registered Share Price Fee
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 2,605,840(1) $1.7969(2) $4,682,433.90 $1,236.16(3)
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents 2,350,000 additional shares reserved for issuance and available
for grant under the 1999 Equity Incentive Plan and 255,840 additional
shares available for purchase under the 1999 Employee Stock Purchase Plan.
(2) Estimated as of August 16, 2000 pursuant to Rule 457(c) solely for the
purpose of calculating the registration fee.
(3) Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended. This amount equals .0264% of the proposed maximum aggregate
offering price.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, this Registration Statement
is being filed with the Securities and Exchange Commission (the "Commission") to
include an additional 2,350,000 shares of the Registrant's Common Stock covered
by the Registrant's 1999 Equity Incentive Plan, as amended through April 27,
2000 (the "Incentive Plan") and an additional 255,840 shares of the Registrant's
Common Stock covered by the Registrant's 1999 Employee Stock Purchase Plan (the
"Purchase Plan"). The contents of the Registrant's Registration Statement on
Form S-8, Commission File No. 333-74907, previously filed with the Commission on
March 23, 1999 with respect to the Incentive Plan and the Purchase Plan are
incorporated herein by reference.
Item 3. Incorporation of Documents by Reference.
------ ---------------------------------------
The following documents filed with the Commission are incorporated herein
by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 filed on March 30, 2000 pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act), which Annual Report contains audited financial
statements for the year ended December 31, 1999;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 filed on May 15, 2000 pursuant to Section
13(a) of the Exchange Act;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000 filed on August 14, 2000 pursuant to Section
13(a) of the Exchange Act;
(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed under
Section 12(g) of the Exchange Act, including any amendment or
report filed for the purpose of updating such description; and
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 securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
<PAGE>
Item 6. Indemnification Of Directors And Officers And Limitation Of Liability.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.
As permitted by Section 145 of the Delaware General Corporation Law,
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of
fiduciary duty as a director, except for liability:
. for any breach of the director's duty of loyalty to Registrant or
its stockholders,
. for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law;
. under Section 174 of the Delaware General Corporation Law
(regarding unlawful dividends and stock purchases); and
. for any transaction from which the director derived an improper
personal benefit.
As permitted by the Delaware General Corporation Law, Registrant's Bylaws
provide that:
. Registrant is required to indemnify its directors and officers to
the fullest extent permitted by the Delaware General Corporation
Law, subject to certain very limited exceptions;
. Registrant may indemnify its other employees and agents as set
forth in the Delaware General Corporation Law;
. Registrant is required to advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding to
the fullest extent permitted by the Delaware General Corporation
Law, subject to certain very limited exceptions; and
. the rights conferred in the Bylaws are not exclusive.
Registrant has entered into Indemnity Agreements with each of its current
directors and officers to give such directors and officers additional
contractual assurances regarding the scope of the indemnification set forth in
Registrant's Certificate of Incorporation and to provide additional procedural
protections. At present, there is no pending litigation or proceeding involving
a director, officer or employee of Registrant regarding which indemnification is
sought, nor is Registrant aware of any threatened litigation that may result in
claims for indemnification.
Reference is also made to Section 7 of the Underwriting Agreement relating
to Registrant's initial public offering, effected pursuant to a registration
statement on Form S-1
3
<PAGE>
(File No. 333-71177), which provides for the indemnification of officers,
directors and controlling persons of Registrant against certain liabilities. The
indemnification provision in Registrant's Certificate of Incorporation, Bylaws
and the Indemnity Agreements entered into between Registrant and each of its
directors and officers may be sufficiently broad to permit indemnification of
Registrant's directors and officers for liabilities arising under the Securities
Act.
Registrant maintains directors' and officers' liability insurance which
includes a rider for coverage of securities matters.
See also the Item 9 undertakings incorporated by reference to Registrant's
Registration Statement on Form S-8, Commission File No. 333-74907, previously
filed with the Commission on March 23, 1999.
Reference is made to the following documents regarding relevant
indemnification provisions described above and elsewhere herein:
Document
--------
1. Form of Underwriting Agreement (incorporated by reference to Exhibit 1.01
to Registrant's registration statement on Form S-1, File No. 333-71177,
declared effective March 22, 1999 (the "Form S-1")).
2. Registrant's Certificate of Incorporation (incorporated by reference to
Exhibit 3.01 to Registrant's Form S-1).
3. Registrant's Bylaws (incorporated by reference to Exhibit 3.02 to
Registrant's Form S-1).
4. Amended and Restated Rights Agreement dated October 16, 1998 between
Registrant and certain stockholders named therein (incorporated by
reference to Exhibit 4.02 to Registrant's Form S-1).
5. Registration Rights Agreement dated as of September 8, 1999 by and between
Autoweb.com, Inc. and The Gale Group, Inc. (incorporated by reference to
Exhibit 4.01 to Registrant's Periodic Report on Form 8-K filed October 21,
1999).
6. Form of Indemnity Agreement between Registrant and each of its directors
and executive officers (incorporated by reference to Exhibit 10.01 to
Registrant's Form S-1).
4
<PAGE>
Item 8. Exhibits.
------ --------
Exhibit Exhibit
Number Title
------ -----
4.01 Registrant's Certificate of Incorporation (incorporated by reference
to Exhibit 3.01 to Registrant's registration statement on Form S-1,
File No. 333-71177, declared effective March 22, 1999 (the "Form S-
1").
4.02 Registrant's Bylaws (incorporated by reference to Exhibit 3.02 to
Registrant's Form S-1).
4.03 Registrant's Certificate of Retirement of Preferred Stock
(incorporated by reference to Exhibit 3.03 to Registrant's Form S-1).
4.04 Registrant's Certificate of Designation of Preferred Stock
(incorporated by reference to Exhibit 3.04 to Registrant's Form S-1).
4.05 Form of Specimen Certificate for Registrant's common stock
(incorporated by reference to Exhibit 4.01 to Registrant's Form S-1).
4.06 Amended and Restated Rights Agreement dated October 16, 1998 between
Registrant and certain stockholders named therein (incorporated by
reference to Exhibit 4.02 to Registrant's Form S-1).
4.07 Registration Rights Agreement dated as of September 8, 1999 by and
between Autoweb.com, Inc. and The Gale Group, Inc. (incorporated by
reference to Exhibit 4.01 to Registrant's Periodic Report on Form 8-K
filed October 21, 1999).
4.08 Registrant's 1999 Equity Incentive Plan, as amended through April 27,
2000.
4.09 Registrant's 1999 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.23 to Registrant's Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP, independent accountants.
24.01 Power of Attorney (see page 7).
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Santa Clara, State of California, on this 17th day of
August, 2000.
AUTOWEB.COM, INC.
By: /s/ Samuel M. Hedgpeth III
------------------------------------
Samuel M. Hedgpeth III
President and Chief Executive Officer
6
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Samuel M. Hedgpeth III and John Peters
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his 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>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer:
President, Chief Executive Officer and
/s/ Samuel M. Hedgpeth III Director August 17, 2000
---------------------------------------
Samuel M. Hedgpeth III
Principal Financial Officer and
Principal Accounting Officer
/s/ John E. Peters Chief Financial Officer August 17, 2000
---------------------------------------
John E. Peters
Additional Directors
/s/ Dean A. DeBiase
---------------------------------------
Dean A. DeBiase Director August 2, 2000
Additional Directors
Director August __, 2000
_______________________________________
Mark N. Diker
/s/ Jay C. Hoag Director August 16, 2000
---------------------------------------
Jay C. Hoag
/s/ Mark R. Ross Director August 2, 2000
---------------------------------------
Mark R. Ross
</TABLE>
7
<PAGE>
Exhibit Index
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<TABLE>
<CAPTION>
Exhibit Exhibit
Number Title
------ -----
<S> <C>
4.01 Registrant's Certificate of Incorporation (incorporated by reference
to Exhibit 3.01 to Registrant's registration statement on Form S-1,
File No. 333-71177, declared effective March 22, 1999 (the "Form S-
1")).
4.02 Registrant's Bylaws (incorporated by reference to Exhibit 3.02 to
Registrant's Form S-1).
4.03 Registrant's Certificate of Retirement of Preferred Stock
(incorporated by reference to Exhibit 3.03 to Registrant's Form S-1).
4.04 Registrant's Certificate of Designation of Preferred Stock
(incorporated by reference to Exhibit 3.04 to Registrant's Form S-1).
4.05 Form of Specimen Certificate for Registrant's common stock
(incorporated by reference to Exhibit 4.01 to Registrant's Form S-1).
4.06 Amended and Restated Rights Agreement dated October 16, 1998 between
Registrant and certain stockholders named therein (incorporated by
reference to Exhibit 4.02 to Registrant's Form S-1).
4.07 Registration Rights Agreement dated as of September 8, 1999 by and
between Autoweb.com, Inc. and The Gale Group, Inc. (incorporated by
reference to Exhibit 4.01 to Registrant's Periodic Report on Form 8-K
filed October 21, 1999).
4.08 Registrant's 1999 Equity Incentive Plan, as amended through April 27,
2000.
4.09 Registrant's 1999 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.23 to Registrant's Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP, independent accountants.
24.01 Power of Attorney (see page 7).
</TABLE>
