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As filed with the Securities and Exchange Commission on July 20, 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
______________________
Medium4.com, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-4037641
(State of Incorporation) (I.R.S. Employer
Identification No.)
120 Fifth Avenue, Seventh Floor
New York, New York 10011
(Address of Registrant's Principal Executive Offices)
______________________
MEDIUM4.COM, INC. 2000 STOCK OPTION PLAN
(Full Title of the Plan)
Jonathan Braun
Chief Executive Officer
Medium4.com, Inc.
120 Fifth Avenue, Seventh Floor
New York, New York 10011
(212) 993-9400
(Name, Address and Telephone Number of Agent for Service)
With a copy to:
Ira I. Roxland, Esq.
Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
(212) 688-7000
Fax: (212) 755-2839
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Offering Registration
to be Registered be Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share...................... 1,000,000 shares $ 7.188 $ 7,188,000 $ 1,897.63
==============================================================================================================================
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Medium4.com, Inc. (the "Registrant")
with the Securities and Exchange Commission (File No. 1-15863) are incorporated
herein by reference and made a part hereof:
(a) Registrant's Annual Report on Form 10-K and Form 10-K/A for the
fiscal year ended December 31, 1999;
(b) Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000;
(c) Registrant's Current Report on Form 8-K dated May 15, 2000; and
(d) Registrant's Registration Statement on Form 8-A containing a
description of Registrant's Common Stock, par value $.01 per
share (the "Common Stock").
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
after the date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
Common Stock registered hereby has been sold or which deregisters such Common
Stock then 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 (such documents, and the documents listed above, being
hereinafter referred to as "Incorporated Documents"). Any statement contained in
an Incorporated Document 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 Incorporated Document modifies or
supersedes such statement. Any such 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.
The Common Stock of the Registrant is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Cooperman Levitt Winikoff Lester & Newman, P.C., counsel to the
Registrant, beneficially owns an aggregate of 40,000 shares of Common Stock, as
well as an option to acquire an additional 10,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Except as set forth in this Item 6, there is no statute, charter
provision, by-law, contract or other arrangement under which any controlling
person, director or officer of the Registrant is insured or indemnified in any
manner against liability which he may incur in his capacity as such.
Article FIFTH of the Restated Certificate of Incorporation, as amended
(the "Restated Certificate of Incorporation"),
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of the Registrant provides that the Registrant shall indemnify to the fullest
extent permitted by Sections 102(b)(7) and 145 of the Delaware General
Corporation Law, as amended from time to time ("DGCL"), each of its officers and
directors, such right to indemnification being expressed in said Article FIFTH
as a contractual right, and may so indemnify such other persons that such
Sections grant the Registrant the power to indemnify. Article FIFTH of the
Restated Certificate of Incorporation of the Registrant also provides that no
director shall be liable to the corporation or any of its stockholders for
monetary damages for breach of fiduciary duty as a director, except with respect
to (1) a breach of the director's duty of loyalty to the corporation or its
stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) liability under
Section 174 of the DGCL or (4) a transaction from which the director derived an
improper personal benefit.
Section 145 of the DGCL grants the Registrant the power to indemnify
existing and former directors, officers, employees and agents of the Registrant
who are sued or threatened to be sued because they are or were directors,
officers, employees and agents of the Registrant.
The Registrant maintains a policy of insurance under which its
directors and officers are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of, and certain liabilities which might be imposed as a result of,
actions, suits or proceedings to which they are parties by reason of being or
having been such directors or officers.
Item 7. Exemption From Registration Claimed.
Not Applicable
Item 8. Exhibits.
4 Medium4.com, Inc. 2000 Stock Option Plan (1)
5 Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C.
23.1 Consent of Radin, Glass & Co., LLP
23.2 Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.
(reference is made to Exhibit 5 herein)
--------------
(1) Filed as an exhibit to the Registrant's Proxy Statement for its annual
meeting of shareholders held on July 7, 2000 and incorporated herein by
reference.
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Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-
effective amendment to this Registration Statement;
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (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 the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
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 the undertakings set forth in
paragraphs (i) and (ii) above 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 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 hereby
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 Registrant's annual report pursuant to Section 13(a) or
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
herein, and the offering of such securities at that time shall be
deemed to be 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 provisions
of the Restated Certificate of Incorporation and by-laws of the
Registrant and the provisions of the Delaware law described under
Item 6 above, 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
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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, State of New York, on July 7, 2000.
Medium4.com, Inc.
By: /s/Jonathan Braun
--------------------------------
Jonathan Braun
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jonathan Braun Chief Executive Officer and Director July 7, 2000
------------------------------
Jonathan Braun
/s/ Harold I. Berliner Treasurer and Principal Financial and July 7, 2000
------------------------------ Accounting Officer
Harold I. Berliner
/s/ I. William Lane Chairman of the Board and Director July 7, 2000
------------------------------
I. William Lane
/s/ Bruno Finel Senior Vice President - International July 7, 2000
------------------------------ Operations and Director
Bruno Finel
/s/ Marc D. Leve Vice President - Legal Affairs, General July 7, 2000
------------------------------ Counsel, Secretary and Director
Marc D. Leve
Director
------------------------------
Stanley S. Canter
Director
------------------------------
Junichi Watanabe
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