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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 5, 2000
REGISTRATION NO. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HEARME
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3217317
(State of incorporation) (I.R.S. Employer Identification No.)
685 CLYDE AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices)
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1999 STOCK INCENTIVE PLAN
(Full title of the Plan)
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PAUL MATTEUCCI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HEARME
685 CLYDE AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(650) 429-3900
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
Jeffrey Y. Suto.
Venture Law Group
A Professional Corporation
2775 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
Page 1 of 7 Pages
Exhibit Index on Page 7
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Maximum Amount to Offering Price Aggregate Registration
Title of Securities to be Registered be Registered(1) Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
1999 STOCK INCENTIVE PLAN
Common Stock,
$0.00005 par value.......................... 14,700,000(2) $4.69 (3) $68,943,000 $18,201
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being
registered pursuant to this Registration Statement by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
(2) The Registration Statement covers an immediate increase of 1,200,000
shares in the 1999 Stock Incentive Plan and an annual increase of
1,500,000 shares on the first day of each of the fiscal years from
2001 through 2009.
(3) Estimated in accordance with Rule 457(h) under the Securities Act
solely for the purpose of calculating the registration fee. The
computation with respect to unissued options is based upon the average
high and low sale prices of the Common Stock as reported on the Nasdaq
National Market on July 3, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "COMMISSION") are hereby incorporated by reference:
(a) Our Annual Report on Form 10-K for the year ended December 31,
1999 dated March 30, 2000.
(b) Our definitive Proxy Statement dated April 14, 2000, filed in
connection with our May 18, 2000 Annual Meeting of Stockholders.
(c) Our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999, September 30, 1999 and March 31, 2000.
(d) Our Current Reports on Form 8-K, filed with the SEC on October
22, 1999 (as amended on November 16, 1999 and December 22, 1999), January 21,
2000 and April 18, 2000 (as amended on May 5, 2000).
(e) The description of our common stock set forth in our
Registration Statement on Form 8-A, filed with the SEC on February 17, 1999.
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 offered hereby
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have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of the date of this Registration Statement, employees of Venture Law
Group beneficially own an aggregate of 11,430 shares of the Company's Common
Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 indemnification under
specific circumstances for liabilities including reimbursement for expenses
incurred arising under the Securities Act. Article X of Registrant's Certificate
of Incorporation and Article VII, Section 6 of Registrant's Bylaws provide for
indemnification of Registrant's directors, officers, employees and other agents
to the maximum extent permitted by Delaware law. In addition, Registrant has
entered into indemnification agreements with its officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
EXHIBIT
NUMBER
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5.1 Opinion of Venture Law Group, a Professional
Corporation.
23.1 Consent of Venture Law Group, a Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Independent Accountants (see p. 8).
24.1 Powers of Attorney (see p. 7).
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 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.
(2) that, for purposes 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 that is incorporated by reference in the registration statement
shall be deemed to be a new registration
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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 the 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
[Signature Pages Follow]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, HearMe, a corporation organized and existing under the laws of the
State of Delaware, 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 Mountain View, State of California, on July 5th,
2000.
HearMe
By: /s/ Linda Palmor
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Linda R. Palmor
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul Matteucci or Linda Palmor his or her
attorneys-in-fact and agents, each with the power of substitution and
resubstitution, for him or her and in his or her name, place or stead, in any
and all capacities, to sign any amendments to this Registration Statement on
Form S-8, and to file such amendments, together with exhibits and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to each attorney-in-fact and agent, 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 as he or she might or could do in person, and
ratifying and confirming all that the attorney-in-fact and agent, or his or her
substitute or substitutes, may 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.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Paul Matteucci President, Chief Executive Officer and July 5, 2000
------------------------------------ Director (Principal Executive Officer)
Paul Matteucci
/s/ Linda Palmor Chief Financial Officer (Principal July 5, 2000
------------------------------------ Financial and Accounting Officer)
Linda R. Palmor
/s/ Brian Apgar Director July 5, 2000
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Brian Apgar
/s/ James Breyer Director July 5, 2000
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James W. Breyer
/s/ David Brown Director July 5, 2000
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David A. Brown
/s/ Douglas Carlston Director July 5, 2000
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Douglas G. Carlston
/s/ William McCall Director July 5, 2000
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William McCall
/s/ Ruthann Quindlen Director July 5, 2000
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Ruthann Quindlen
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INDEX TO EXHIBITS
EXHIBIT PAGE
NUMBER NO.
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5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Independent Accountants (see p. 8).
24.1 Powers of Attorney (see p. 6).
