<PAGE>
As filed with the Securities and Exchange Commission on ________________, 2000
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________________
LIFEMINDERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1990403
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1110 Herndon Parkway
Herndon, VA 20170
(Address of principal executive offices) (Zip Code)
LIFEMINDERS, INC. 2000 STOCK INCENTIVE PLAN
LIFEMINDERS, INC. EMPLOYEE STOCK PURCHASE PLAN
WITI CORPORATION 1996 STOCK OPTION PLAN
(Full title of the Plan(s))
_________________________
Stephen R. Chapin, Jr.
President, Chief Executive Officer and Chairman of the Board
LifeMinders, Inc.
1110 Herndon Parkway
Herndon, VA 20170 (
Name and address of agent for service)
(703) 707-8261
(Telephone Number, including area code, of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Registered(1) Offering Price per Share(2) Aggregate Offering Price(2) Registration Fee
------------------------------------ ----------------- -------------------------- --------------------------- ----------------
<S> <C> <C> <C> <C>
LifeMinders, Inc. 2000 Stock 4,600,000 shares $31.07(2) $142,922,000(2) $37,731.41
Incentive Plan
------------------------------
Common Stock, $0.01 par value
LifeMinders, Inc. Employee Stock 250,000 shares $31.07(2) $ 7,767,500(2) $ 2,050.62
Purchase Plan
------------------------------
Common Stock, $0.01 par value
WITI Corporation 1996 Stock 38,254 shares $23.55(3) $ 900,881.70(3) $ 237.83
Option Plan
------------------------------
Common Stock, $0.01 par value
Aggregate Registration Fee $40,019.86
==============
</TABLE>
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the LifeMinders, Inc. 2000 Stock Incentive
Plan, the LifeMinders, Inc. Employee Stock Purchase Plan or the WITI
Corporation 1996 Stock Option Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of the outstanding shares of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling price per share of the Registrant's Common Stock on
June 26, 2000, as reported by the Nasdaq National Market.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price per share of the outstanding options.
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PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
---------------------------------------
LifeMinders, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed with the Commission on February 25,
2000, as amended on Form 10-K/A filed with the Commission on
April 4, 2000, pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "1934 Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000 filed with the Commission on May 15,
2000;
(c) The Registrant's Current Report on Form 8-K for period date March
29, 2000 filed with the Commission on April 13, 2000 (as amended
on Form 8-K/A for the period date March 29, 2000 filed with the
Commission on June 13, 2000); and
(d) The Registrant's Registration Statement No. 000-28133 on Form 8-A
filed with the Commission on November 16, 1999, pursuant to
Section 12(b) of the 1934 Act, in which there is described the
terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act, after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein 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 subsequently filed
document which also is deemed to be incorporated by reference herein 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
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Registrant's Restated Certificate of Incorporation provides
that it shall indemnify its current and former directors and officers, and may
indemnify its current and former employees and agents, against any and all
liabilities and expenses incurred in connection with their services in those
capacities to the maximum extent permitted by Delaware law.
The Delaware General Corporation Law (the "DGCL") provides that a
Delaware corporation has the power generally to indemnify its current and former
directors, officers, employees and other agents (each, a "Corporate Agent")
against expenses and liabilities (including amounts paid in settlement) in
connection with any proceeding involving such person by reason of his being a
Corporate Agent, other than a proceeding by or in the
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right of the corporation, if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal proceeding, such person had no
reasonable cause to believe his conduct was unlawful.
In the case of an action brought by or in the right of the
corporation, indemnification of a Corporate Agent is permitted if such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation. However, no indemnification is
permitted in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which such proceeding was brought shall determine upon
application that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to such
indemnification.
To the extent that a Corporate Agent has been successful on the merits
or otherwise in the defense of such proceeding, whether or not by or in the
right of the corporation, or in the defense of any claim, issue or matter
therein, the corporation is required to indemnify such person for expenses in
connection therewith. Under the DGCL, the corporation may advance expenses
incurred by a Corporate Agent in connection with a proceeding, provided that the
Corporate Agent undertakes to repay such amount if it shall ultimately be
determined that such person is not entitled to indemnification. The
Registrant's Restated Certificate of Incorporation requires it to advance
expenses to any person entitled to indemnification, provided that such person
undertakes to repay the advancement if it is determined in a final judicial
decision from which there is no appeal that such person is not entitled to
indemnification.
The power to indemnify and advance the expenses under the DGCL does
not exclude other rights to which a Corporate Agent may be entitled to under the
certificate of incorporation, by laws, agreement, vote of stockholders or
disinterested directors or otherwise.
The Registrant's Restated Certificate of Incorporation permits it to
secure insurance on behalf of our directors, officers, employees and agents for
any expense, liability or loss incurred in such capacities, regardless of
whether the Restated Certificate of Incorporation or Delaware law would permit
indemnification against such expense, liability or loss. The purpose of these
provisions is to the Registrant in retaining qualified individuals to serve as
its directors, officers, employees and agents by limiting their exposure to
personal liability for serving as such.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 000-28133 on Form 8-A, together
with any exhibits thereto, which are incorporated herein by reference
pursuant to Item 3(d) to this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCooper LLP, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
23.3 Consent of Deloitte & Touche LLP
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 LifeMinders, Inc. 2000 Stock Incentive Plan.
99.2 LifeMinders, Inc. Employee Stock Purchase Plan.
99.3 WITI Corporation 1996 Stock Option Plan.
99.4 Form of Option Assumption Agreement.
</TABLE>
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Item 9. Undertakings
------------
A. 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 1933 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 clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Registrant's 2000
Stock Incentive Plan, Employee Stock Purchase Plan and/or the WITI Corporation
1996 Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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.
C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 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, 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 Herndon, State of a Virginia on this
26th day of June, 2000.
LifeMinders, Inc.
By: /s/ Stephen R. Chapin, Jr.
--------------------------
Stephen R. Chapin, Jr.
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of LifeMinders, Inc.,
a Delaware corporation, do hereby constitute and appoint Stephen R. Chapin, Jr.
and Joseph S. Grabias, and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
------------------------ --------------------------------------------------- ------------------
<S> <C> <C>
/s/ Stephen R. Chapin, Jr. President, Chief Executive Officer and Chairman of June 26, 2000
--------------------------- Board (Principal Executive Officer)
Stephen R. Chapin, Jr.
/s/ Joseph S. Grabias Vice President and Chief Financial Officer June 26, 2000
--------------------------- (Principal Financial and Accounting Officer)
Joseph S. Grabias
</TABLE>
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<TABLE>
Signature Title Date
------------------------ --------------------------------------------------- ------------------
<S> <C> <C>
/s/ Douglas A. Lundgrin Director June 26, 2000
-----------------------
Douglas A. Lundgrin
/s/ Philip D. Black Director June 26, 2000
------------------------
Philip D. Black
/s/ Jonathan B. Bulkeley Director June 26, 2000
------------------------
Jonathan B. Bulkeley
/s/ B. Gene Riechers Director June 26, 2000
------------------------
B. Gene Riechers
/s/ Sunil Paul Director June 26, 2000
------------------------
Sunil Paul
</TABLE>
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<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 000-28133 on Form 8-A, together
with any exhibits thereto, which are incorporated herein by reference
pursuant to Item 3(d) to this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCooper LLP, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
23.3 Consent of Deloitte & Touche LLP
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 LifeMinders, Inc. 2000 Stock Incentive Plan.
99.2 LifeMinders, Inc. Employee Stock Purchase Plan.
99.3 WITI Corporation 1996 Stock Option Plan.
99.4 Form of Option Assumption Agreement.
</TABLE>
