HEARME
S-8, 2000-05-11
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<PAGE>

            AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 2000
                                                 REGISTRATION NO. 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                                     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)

                             -----------------------

                STRATABEAM TECHNOLOGY INC. 1998 STOCK OPTION PLAN

                            (Full title of the Plan)

                             -----------------------

                                 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)

                             -----------------------
                                    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 9 Pages
                            Exhibit Index on Page 8
               (Calculation of Registration Fee on following page)


<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                                         CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                                      Proposed           Proposed
                                                     Maximum           Maximum            Maximum          Amount of
                                                   Amount to be      Offering Price      Aggregate        Registration
   Title of Securities to be Registered          be Registered(1)      Per Share        Registration          Fee
- ----------------------------------------------- ------------------- ---------------- ------------------- --------------
<S>                                               <C>                   <C>             <C>                   <C>
STRATABEAM TECHNOLOGY INC. 1998 STOCK OPTION PLAN (2)
   Common Stock,
   $0.00005 par value.......................      276,421 Shares        $ 7.91(3)       $ 2,189,021.31        $600
</TABLE>
- -----------------------

(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)  Pursuant to the Agreement and Plan of Merger dated March 8, 2000, among
     Registrant, AT Acquisition Corp. and AudioTalk Networks, Inc., Registrant
     assumed, effective as of April 3, 2000, all of the outstanding options to
     purchase Common Stock of AudioTalk Networks, Inc. under the Stratabeam
     Technology Inc, 1998 Stock Option Plan, and such options became exercisable
     to purchase shares of Registrant's Common Stock, with appropriate
     adjustments to the number of shares and exercise price of each assumed
     option.

(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 May
     5, 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 and September 30, 1999.

         (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, April 18, 2000 and 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.


                                       2
<PAGE>

         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 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
                   --------
                   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. 7).
                   24.1          Powers of Attorney (see p. 6).

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


                                       3
<PAGE>

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 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]




                                       4
<PAGE>

                                   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 May 11,
2000.

                                           HearMe

                                           By:        /s/ Linda Palmor
                                                     ---------------------------
                                                     Linda Palmor
                                                     Chief Financial Officer




                                       5
<PAGE>

                                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.

<TABLE>
<CAPTION>
               SIGNATURE                                     TITLE                                DATE
               ---------                                     -----                                ----
<S>                                         <C>                                                 <C>
/S/ PAUL MATTEUCCI
- ------------------------------------        President, Chief Executive Officer and              May 11, 2000
Paul Matteucci                              Director (Principal Executive Officer)


/S/ LINDA PALMOR
- ------------------------------------        Chief Financial Officer (Principal                  May 11, 2000
Linda R. Palmor                             Financial and Accounting Officer)


/S/ BRIAN APGAR
- ------------------------------------        Director                                            May 11, 2000
Brian Apgar


/S/ JAMES W. BREYER
- ------------------------------------        Director                                            May 11, 2000
James W. Breyer


/S/ DAVID A. BROWN
- ------------------------------------        Director                                            May 11, 2000
David A. Brown


/S/ DOUGLAS G. CARLSTON
- ------------------------------------        Director                                            May 11, 2000
Douglas G. Carlston


/S/ WILLIAM MCCALL
- ------------------------------------        Director                                            May 11, 2000
William McCall


/S/ RUTHANN QUINDLEN
- ------------------------------------        Director                                            May 11, 2000
Ruthann Quindlen
</TABLE>


                                                                 6
<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 21, 2000, which
appears in HearMe's annual report on Form 10-K for the year ended December 31,
1999. We also consent to the reference to us under the heading "Experts" in this
Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP


San Jose, California
May 11, 2000


                                       7
<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT
NUMBER
- -------
  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. 7).

 24.1       Powers of Attorney (see p. 6).


<PAGE>

                                                                     EXHIBIT 5.1

                                  May 10, 2000

HearMe
685 Clyde Avenue
Mountain View, California  94043

     REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement on Form
S-8 (the "REGISTRATION STATEMENT") executed by HearMe (the "COMPANY") and to be
filed with the Securities and Exchange Commission (the "COMMISSION") in
connection with the registration under the Securities Act of 1933, as amended,
of a total of 276,421 shares of the Company's Common Stock (the "SHARES") issued
under the Stratabeam Technology Inc. 1998 Stock Option Plan. As your counsel in
connection with this transaction, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
sale and issuance of the Shares.

     It is our opinion that upon conclusion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and in any amendment thereto.

     This opinion is solely for your benefit and may not be relied upon by
any other person without our prior written consent.

                                             Very truly yours,

                                             VENTURE LAW GROUP
                                             A Professional Corporation

                                             /s/ Venture Law Group



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