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As filed with the Securities and Exchange Commission on January 14, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________
LIFEMINDERS.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1990403
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
1110 Herndon Parkway
Herndon, Virginia 20170
(703) 707-8261
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
________________
1998 Stock Option Plan
________________
Stephen R. Chapin, Jr.
President and Chief Executive Officer
LifeMinders.com, Inc.
1110 Herndon Parkway
Herndon, Virginia 20170
(703) 707-8261
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
________________
Copies to:
John L. Sullivan, III, Esq.
Venable, Baetjer and Howard, LLP
2010 Corporate Ridge
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Suite 400
McLean, Virginia 22102
(703) 760-1600
<TABLE>
<CAPTION>
Proposed
Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Offering Price Aggregate Offering
to be Registered Registered (1) Per Share Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value
(currently outstanding options) 2,583,177 Shares $ 6.26 (2) $ 16,170,688 $ 4,270
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Common Stock $0.01 par value
(options available for future 1,424,393 Shares $ 37.07 (3) $ 52,802,248 $ 13,940
grant)
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</TABLE>
(1) Pursuant to Rule 416, this Registration Statement shall also cover any
additional shares of Common Stock which become issuable under the Plan
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 fee computation is based upon the weighted average exercise price
per share of $6.26 as to 2,583,177 outstanding but unexercised
options to purchase Common Stock under the 1998 Stock Option Plan.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended (the "Securities Act") solely for the purpose of
calculating the registration fee. The computation is based upon the
average high and low price per share of the Company's Common Stock as
reported on the Nasdaq National Market on January 13, 2000.
PART I
Documents containing the information specified in Part I of Form S-8
have been and/or will be sent or given to participants as specified by Rule
428(b)(1) of the Securities Act. In accordance with the instructions to
Part I of Form S-8, such documents will not be filed with the Securities
and Exchange Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. These documents and the documents incorporated by reference
pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute the prospectus as required by Section 10(a) of the
Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
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The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:
(a) The Registrant's Prospectus, dated November 19, 1999, filed
pursuant to Rule 424(b) under the Securities Act on November 19,
1999 and the audited financial statements for the Registrant's
fiscal year ended December 31, 1998 contained therein.
(b) The description of the Common Stock of the Registrant that is
contained in the Registration Statement of Form 8-A filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") on November 16, 1999.
(c) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filing
of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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LifeMinders.com, Inc. is organized under the laws of the State of Delaware.
Our Restated Certificate of Incorporation provides that we shall indemnify our
current and former directors and officers, and may indemnify our 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 directors, officers,
employees and other agents (each, a "Corporate Agent") against expenses and
liabilities (including amounts paid in
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settlement) in connection with any proceeding involving a person by reason of
his being a Corporate Agent, other than a proceeding by or in the right of the
corporation, if that 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, the 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 that 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 a 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 present or former director or officer of a corporation
has been successful on the merits or otherwise in the defense of a 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 that
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.
Our Restated Certificate of Incorporation requires us to advance expenses to any
person entitled to indemnification, provided that such a 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, bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.
Our Restated Certificate of Incorporation permits us 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 assist us in retaining qualified
individuals to serve as our directors, officers, employees and agents by
limiting their exposure to personal liability for serving as such.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement. (See
Exhibit Index below).
Item 9. Undertakings.
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(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 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 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.
(b) 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 an 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 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
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.
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SIGNATURES
In accordance with the requirements of the Securities Act, 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 caused this Registration Statement
to be signed on its behalf by the undersigned, in Herndon, Virginia, on January
13, 2000.
LIFEMINDERS.COM, INC.
By: /s/ STEPHEN R. CHAPIN, JR.
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Stephen R. Chapin, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Stephen R. Chapin, Jr. and Joseph
S. Grabias and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, or any
related registration statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their, or his substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ STEPHEN R CHAPIN, JR Chairman of the Board, January 13, 2000
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Stephen R. Chapin, Jr. President and Chief Executive
Officer (Principal Executive
Officer)
/s/ JOSEPH S. GRABIAS Vice President and Chief January 13, 2000
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Joseph S. Grabias Financial Officer (Principal
Financial and Accounting
Officer)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ E. ROGERS NOVAK, Jr. Director January 13, 2000
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E. Rogers Novak, Jr.
/s/ B. GENE RIECHERS Director
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B. Gene Riechers
/s/ DOUGLAS A. LINGDGREN Director
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Douglas A. Lingdgren
/s/ PHILIP D. BLACK Director
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Philip D. Black
/s/ JONATHAN B. BULKELEY January 13, 2000
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Jonathan B. Bulkeley Director
</TABLE>
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INDEX TO EXHIBITS
Exhibit Number Exhibit Document
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4.1* Restated Certificate of Incorporation of Registrant
4.2* Bylaws of Registrant
4.3* 1998 Stock Option Plan
5.1 Opinion of Venable Baetjer and Howard, LLP, as to the
legality of securities being registered
23.1 Consent of PricewaterhouseCoopers, LLP
23.2 Consent of Venable, Baetjer and Howard, LLP (contained
in Exhibit 5.1 hereto)
24.1 Power of Attorney (contained in the signature page)
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* Incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 333-87785), effective November 18, 1999.
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Exhibit 5.1
Venable, Baetjer and Howard, LLP
2010 Corporate Ridge
Suite 400
McLean, VA 22102
(703) 760-1600
January 14, 2000
LifeMinders.com, Inc.
1110 Herndon Parkway
Herndon, Virginia 20170
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to LifeMinders.com, Inc., a Delaware
corporation (the "Company"), in connection with a registration statement on Form
S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), pertaining to the registration of up to 4,007,570 shares
(the "Shares") of its common stock, $0.01 par value, for issuance and sale
pursuant to the Company's 1998 Stock Option Plan (the "Plan").
Although we act as counsel to the Company with respect to specific
matters on a regular basis, we do not act as counsel to the Company as to all
matters and, therefore, we may be unaware of certain of its business dealings.
Our knowledge of factual matters regarding the Company is based upon those
matters with respect to which we have rendered advice and matters which the
Company has disclosed to us, upon inquiry or otherwise. In connection therewith,
we have examined originals or copies of: (i) the Registration Statement; (ii)
the Restated Certificate of Incorporation and the Bylaws of the Company, as
amended and as currently in effect; (iii) the Plan; (iv) certain resolutions of
the Board of Directors of the Company relating to the adoption of the Plan and
the issuance of the Shares and the other transactions contemplated by the
Registration Statement; (v) a Certificate of Good Standing from the Office of
the Secretary of State of the State of Delaware; and (vi) such other documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of the opinion set forth below. We have assumed,
without independent verification, the genuineness of signatures, the
authenticity of documents and the conformity with originals of copies. As to any
facts material to this opinion that we did not independently establish or
verify, we have relied upon statements and representations of officers and other
representations of the Company and others.
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Based on the foregoing, we are of the opinion that the Shares have
been duly authorized for issuance, and when issued and sold in accordance with
the terms of the Plan, will be validly issued, fully paid and non-assessable.
The law covered by the opinion is limited to the law of the State of
Delaware, without regard to the principles of conflicts of laws thereof, and
based upon and limited to the laws and regulations in effect as of the date
hereof.
The opinion expressed herein is based upon the law and circumstances
as they are in effect or exist on the date hereof, and we assume no obligation
to revise or supplement this letter in the event of future changes in the law or
interpretations thereof with respect to circumstances or events that may occur
subsequent to the date hereof.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission promulgated thereunder.
Very truly yours,
/s/ VENABLE, BAETJER AND HOWARD, LLP
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Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 21, 1999 relating to the
financial statements which appear in the Form S-1 dated November 19, 1999 of
Lifeminders.com, Inc.
/s/ PricewaterhouseCoopers LLP
McLean, Virginia
January 13, 2000
