<PAGE>
As Filed with the Securities and Exchange Commission on October 29, 1999
Registration No. 333-_________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INSWEB CORPORATION
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-3220749
- -------------------------------------- -------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
901 Marshall Street
Redwood City, California 94063
-------------------------------------------------------------
(Address of principal executive offices) (Zip code)
INSWEB CORPORATION
1995 STOCK OPTION PLAN,
1997 STOCK OPTION PLAN,
SENIOR EXECUTIVE NONSTATUTORY STOCK OPTION PLAN,
AND 1999 EMPLOYEE STOCK PURCHASE PLAN
-------------------------------------------------------------
(Full title of the plan)
Hussein A. Enan
Chairman of the Board, President and Chief Executive Officer
901 Marshall Street
Redwood City, California 94063
-------------------------------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (650) 298-9100.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
<PAGE>
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of Securities to Amount to be offering price aggregate offering Amount of
be registered(1) registered(2) per share(3) price(3) registration fee
- ----------------------------------------------------------------------------------------------------------------------
1995 STOCK OPTION PLAN
<S> <C> <C> <C> <C>
Common Stock 69,867 $0.50 $34,933.00
Par Value $0.001
1997 STOCK OPTION PLAN
Common Stock 4,547,418 $19.489 $88,624,629.40
Par Value $0.001 640,814 $17.25 $11,054,041.50
SENIOR EXECUTIVE NONSTATUTORY STOCK OPTION PLAN
Common Stock 102,601 $1.30 $133,381.00
Par Value $0.001 71,200 $17.25 $1,228,200.00
1999 EMPLOYEE STOCK PURCHASE PLAN
Common Stock 450,000 $14.6625 $6,598,125.00
Par Value $0.001
TOTALS 5,881,900 $107,673,309.90 $29,933.18
</TABLE>
- -----------------------------------------
(1) The securities to be registered include options and rights to acquire
Common Stock.
(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.
(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised options
under the 1995 Stock Option Plan, the 1997 Stock Option Plan and the Senior
Executive Nonstatutory Stock Option Plan, the price is computed on the basis of
the weighted average exercise price. As to the remaining shares under the 1997
Stock Option Plan and the Senior Executive Nonstatutory Stock Option Plan, the
price is based upon the average of the high and low prices of the Common Stock
on October 25, 1999, as reported on the Nasdaq National Market. The 1999
Employee Stock Purchase Plan establishes a purchase price equal to 85% of the
fair market value of the Company's Common Stock, and, therefore, the price for
shares under this plan is based upon 85% of the average of the high and low
prices of the Common Stock on October 25, 1999, as reported on the Nasdaq
National Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
InsWeb Corporation (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Securities Act")
containing audited financial statements for the Company's latest fiscal year
ended December 31, 1998. The prospectus is included in the Company's
Registration Statement on Form S-1 (No. 333-78095, effective July 22, 1999).
(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 registrant document referred to in (a)
above.
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A12G filed on May 14, 1999 under
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b) of the Delaware General Corporation Law
authorizes a corporation to provide in its Certificate of Incorporation that a
director of the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from
<PAGE>
which the director derives an improper personal benefit. As permitted by the
statute, the Company has adopted provisions in its Certificate of Incorporation
which eliminate to the fullest extent permissible under Delaware law the
personal liability of its directors to the Company and its stockholders for
monetary damages for breach or alleged breach of their duty of care.
Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers, directors, employees and
agents of a corporation. The Bylaws of the Company provide for indemnification
of its directors, officers, employees and agents to the full extent permitted by
under Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification agreements with its directors and officers and
to purchase insurance on behalf of any person whom it is required or permitted
to indemnify. The Company intends to enter into agreements with its directors
and certain of its executive officers that require the Company to indemnify such
persons to the fullest extent permitted under Delaware law against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of the Company or any of its affiliated enterprises. The indemnification
agreements also set forth certain procedures that will apply in the event of a
claim for indemnification thereunder.
Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
Item 8. EXHIBITS
See Exhibit Index.
Item 9. UNDERTAKINGS
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:
(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)
<PAGE>
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 (1)(i) and (l)(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 by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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.
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 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 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.
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
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>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Redwood City, State of
California, on October 26, 1999.
INSWEB CORPORATION
By: /s/ HUSSEIN A. ENAN
--------------------------------
Hussein A. Enan
President
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
The officers and directors of InsWeb Corporation whose signatures
appear below, hereby constitute and appoint Hussein A. Enan and Stephen I.
Robertson, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Hussein A. Enan Chairman of the Board, President and October 26, 1999
- --------------------- Chief Executive Officer
Hussein A. Enan (Principal Executive Officer)
/s/ Stephen I. Robertson Executive Vice President and Chief October 26, 1999
- --------------------- Financial Officer
Stephen I. Robertson (Principal Accounting and Financial
Officer)
Director
- ---------------------
Bruce A. Bunner
/s/ James M. Corroon Director October 26, 1999
- ---------------------
James M. Corroon
Director
- ---------------------
Ronald Fisher
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------------------- -------------------------------------- -----------------
<S> <C> <C>
/s/ Richard J. Freeman Director October 26, 1999
- ---------------------
Richard J. Freeman
Director
- ---------------------
M. Gordon Gaddy
Director
- ---------------------
Richard D. Headley
Director
- ---------------------
Yoshitaka Kitao
Director
- ---------------------
David W. Wroe
/s/ Donald K. Morford Director October 26, 1999
- ---------------------
Donald K. Morford
/s/ Robert C. Nevins Director October 26, 1999
- ---------------------
Robert C. Nevins
/s/ Robert A. Puccinelli Director October 26, 1999
- ---------------------
Robert A. Puccinelli
/s/ Darrell J. Ticehurst Director October 26, 1999
- ---------------------
Darrell J. Ticehurst
</TABLE>
<PAGE>
EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of the Company
4.2 Amended and Restated Bylaws of the Company are incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement on
Form S-1/A filed with the Securities and Exchange Commission on July
21, 1999 (No. 333-78095)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24 Power of Attorney (included in signature pages to this registration
statement)
<PAGE>
EXHIBIT 4.1
RESTATED CERTIFICATE OF INCORPORATION
OF
INSWEB CORPORATION
InsWeb Corporation, a corporation organized and existing under and by
virtue of the Delaware General Corporation Law (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That the name of the Corporation is InsWeb Corporation. The
Corporation was originally incorporated under the name InsWeb Merger Corp.; and
the original Certificate of Incorporation was filed with the Delaware Secretary
of State on November 12, 1996.
SECOND: Pursuant to Sections 242 and 245 of the Delaware General
Corporation Law, this Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of Incorporation
of the Corporation to read in its entirety as follows:
ARTICLE 1
The name of the Corporation is InsWeb Corporation.
ARTICLE 2
The address of its registered office in the State of Delaware is 1209
Orange Street, in the City of Wilmington, 19801, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.
ARTICLE 3
The nature of the business of the Corporation and the objects or
purposes to be transacted, promoted or carried on by it are as follows: To
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
ARTICLE 4
(A) The Corporation is authorized to issue two classes of shares,
designated "Common Stock" and "Preferred Stock," respectively. The number of
shares of Common Stock authorized to be issued is 150,000,000 shares, $0.001 par
value per share, and the number of shares of Preferred Stock authorized to be
issued is 5,000,000 shares, $0.001 par value per share.
<PAGE>
(B) The Preferred Stock authorized by this Certificate of Incorporation may
be issued from time to time in one or more series. The Board of Directors is
authorized to determine, alter or eliminate any or all of the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued series of Preferred Stock, and to fix, increase or decrease the number
of shares comprising any such series and the designation thereof, or any of
them, and to provide for the rights and terms of redemption or conversion of the
shares of any such series.
ARTICLE 5
(A) The number of directors constituting the entire Board of Directors
shall be fourteen (14), and, hereafter, shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the entire Board of Directors; provided, however, that the number of
directors shall not be reduced so as to shorten the term of any director at the
time in office.
(B) Upon the closing date of the first sale of the Corporation's Common
Stock pursuant to a firmly underwritten registered initial public offering
("IPO"), the Board of Directors shall be divided into three classes, as nearly
equal in numbers as the then total number of directors constituting the entire
Board of Directors permits, with the term of office of the first class (Class I)
to expire at the first annual meeting of the stockholders following the IPO, the
term of office of the second class (Class II) to expire at the second annual
meeting of stockholders following the IPO and the term of office of the third
class (Class III) to expire at the third annual meeting of stockholders
following the IPO, and thereafter each such term to expire at each third
succeeding meeting of stockholders after such election.
(C) Unless the Board of Directors determines otherwise, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be filled
by a majority vote of the directors then in office, although less than a quorum,
and directors so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of office of the class to which they
have been elected expires and until such directors' successors shall have been
duly elected and qualified.
ARTICLE 6
The following provisions are inserted for the management of the business
and the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:
(A) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. In addition to the powers and
authority expressly conferred upon them by statute or by this Certificate of
Incorporation or the Bylaws of the Corporation, the directors are hereby
empowered to exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation.
<PAGE>
(B) The directors of the Corporation need not be elected by written
ballot unless the Bylaws so provide.
(C) Any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be
effected by any consent in writing by such stockholders.
(D) Special meetings of stockholders of the Corporation may be called
only by the Board of Directors pursuant to a resolution adopted
by a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is
presented to the Board of Directors for adoption).
ARTICLE 7
The Board of Directors is expressly empowered to adopt, amend or repeal
Bylaws of the Corporation. Any adoption, amendment or repeal of Bylaws of the
Corporation by the Board of Directors shall require the approval of a majority
of the total number of authorized directors (whether or not there exist any
vacancies in previously authorized directorships at the time any resolution
providing for adoption, amendment or repeal is presented to the Board).
The stockholders shall also have power to adopt, amend or repeal the
Bylaws of the Corporation. Any adoption, amendment or repeal of Bylaws of the
Corporation by the stockholders shall require, in addition to any vote of the
holders of any class or series of stock of the Corporation required by law or by
this Certificate of Incorporation, the affirmative vote of the holders of at
least 66 2/3% of the voting power of all of the then outstanding shares of the
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.
ARTICLE 8
Notwithstanding any other provisions of this Certificate of Incorporation
or any provision of law which might otherwise permit a lesser vote or no vote,
but in addition to any affirmative vote of the holders of any particular class
or series of the capital stock required by law or this Certificate of
Incorporation, the affirmative vote of the holders of at least 66 2/3% of the
voting power of the then outstanding shares of capital stock of the Corporation,
voting together as a single class, shall be required to alter, amend or repeal
any provision of Articles 5, 6, or 7, this Article 8 or Article 9 of this
Certificate of Incorporation.
ARTICLE 9
To the fullest extent permitted by the Delaware General Corporation Law,
as the same exists or may hereafter be amended, a director of the Corporation
shall be indemnified by the Corporation in accordance with the Bylaws and shall
not be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
<PAGE>
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for any act or omission not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) for
any act related to the unlawful stock repurchase or payment of a dividend under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
If the Delaware General Corporation Law is hereafter amended to
authorize the further elimination or limitation of the liability of a director,
then the liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation Law,
as so amended.
Any repeal or modification of the foregoing provisions of this Article 9
by the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
THIRD: That the Board of Directors of the Corporation adopted
resolutions approving and adopting the foregoing amendment and restatement by
executing a unanimous written consent in lieu of a meeting in accordance with
Section 141(f) of the Delaware General Corporation Law.
FOURTH: That the stockholders of the Corporation took action by
executing a written consent in lieu of a meeting in accordance with the
applicable provisions of Sections 228 and 242 of the Delaware General
Corporation Law in order to approve the foregoing amendment and restatement.
IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate
of Incorporation to be signed by its duly authorized officer, this 23rd day of
July, 1999.
INSWEB CORPORATION
By: /s/ Hussein A. Enan
--------------------------------
Hussein A. Enan
Chief Executive Officer
<PAGE>
EXHIBIT 5
[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
400 Hamilton Avenue, Palo Alto, CA 94301-1825
Phone: 650-833-2000 Fax: 650-327-3699 www.graycary.com
October 27, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for InsWeb Corporation, a Delaware corporation (the "Company"),
we are rendering this opinion in connection with the registration under the
Securities Act of 1933, as amended, of up to 5,881,900 shares of the Common
Stock, $0.001 par value, of the Company which may be issued pursuant to the
exercise of options and purchase rights granted under the InsWeb Corporation
1995 Stock Option Plan, 1997 Stock Option Plan, Senior Executive Nonstatutory
Stock Option Plan and 1999 Employee Stock Purchase Plan (collectively, the
"Plans").
We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California, the corporation laws of
the State of Delaware and the federal law of the United States. As to matters
of Delaware corporation law, we have based our opinion solely upon our
examination of such laws and the rules and regulations of the authorities
administering such laws, all as reported in standard, unofficial compilations.
We have not obtained opinions of counsel licensed to practice in jurisdictions
other than the State of California.
Based on such examination, we are of the opinion that the 5,881,900 shares of
Common Stock which may be issued under the Plans are duly authorized shares of
the Company's Common Stock, and, when issued against receipt of the
consideration therefor in accordance with the provisions of the Plans, will be
validly issued, fully paid and nonassessable. We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement referred to above
and the use of our name wherever it appears in said Registration Statement.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDENRICH LLP
GRAY CARY WARE & FREIDENRICH LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 15, 1999 relating to the
financial statements and financial statement schedules, which appears in InsWeb
Corporatation's Registration Statement on Form S-1 (No. 333-78095) for the year
ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
San Francisco, California
October 27, 1999
