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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 2000
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
QUOTESMITH.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-1521612
(State of incorporation or organization) (I.R.S. Employer Identification No.)
8205 SOUTH CASS AVENUE, SUITE 102, DARIEN, ILLINOIS 60561
(Address of Principal Executive Offices)
QUOTESMITH.COM, INC. 1997 STOCK OPTION PLAN (AS AMENDED ON MARCH 29, 1999)
QUOTESMITH.COM, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
BURKE A. CHRISTENSEN, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL, QUOTESMITH.COM, INC.
8205 SOUTH CASS AVENUE, SUITE 102, DARIEN, ILLINOIS 60561
(630) 515-0170 (PHONE) (630) 515-0276 (FAX)
(Name, Address, and Telephone Number of Agent for Service)
WITH A COPY TO:
GORDON P. PAULSON, ESQ.
CYNTHIA A. LANCE, ESQ.
FREEBORN & PETERS, 311 SOUTH WACKER DRIVE, SUITE 3000, CHICAGO, ILLINOIS 60606
(312) 360-6602 (PHONE) (312) 360-6574 (FAX)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement. The
securities that are being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933.
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
Title Of Securities Amount To Be Offering Price Maximum Aggregate Amount Of
To Be Registered Registered Per Share (1)(2) Offering Price Registration Fee
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<S> <C> <C> <C> <C>
[1997 Stock Option Plan]
Common Stock $.001 par value per share............. 1,500,000 $11.25 $16,875,000 $ 4,455
[1999 Stock Purchase Plan]
Common Stock $.001 par value per share (3).......... 250,000 $ 9.56 $ 2,390,000 $ 630.96
TOTAL FEE $5,085.96
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</TABLE>
(1) The Offering Price Per Share has been estimated in accordance with Rule
457(h) under the Securities Act of 1933 as to the 1,500,000 shares of
Common Stock authorized for issuance pursuant to the 1997 Stock Plan,
solely for the purpose of calculating the registration fee. The computation
is based upon the average of the high and low price of the Common Stock as
reported on the Nasdaq National Market on January 21, 2000.
(2) The Offering Price Per Share has been estimated in accordance with Rule
457(h) under the Securities Act of 1933 solely for the purpose of
calculating the registration fee. The computation is based upon 85% of the
average of the high and low price of the Common Stock as reported on the
Nasdaq National Market on January 21, 2000.
(3) Includes registration of any interests in the 1999 Stock Purchase Plan
acquired during any purchase period.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The following documents filed by Quotesmith.com, Inc. with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference:
(a) The Quotesmith.com Prospectus filed with the Commission on
August 3, 1999 pursuant to Rule 424(b) under the Securities
Act of 1933, as amended (the "Securities Act").
(b) Quotesmith.com's Quarterly Report on form 10-Q for the
quarter ended September 30, 1999 and filed with the
Commission on November 15, 1999.
(c) The description of the Common Stock, $.001 par value per
share, contained in the Quotesmith.com Registration
Statement on Form 8-A filed on July 21, 1999 pursuant to
Section 12(g) of the Securities Exchange Act of 1943, as
amended (the "Exchange Act").
(d) All documents filed by Quotesmith.com 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 this Registration
Statement and to be part hereof from the date of filing of
such documents.
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 Quotesmith.com Certificate of Incorporation: (a) eliminates the
personal liability of the Quotesmith.com directors and officers for monetary
damages arising from a breach of their fiduciary duties under certain
circumstances; and (b) authorizes Quotesmith.com to indemnify its directors and
officers to the fullest extent permitted by the Delaware General Corporation
Law. The limitation of liability in the Certificate of Incorporation does not
affect the availability of equitable remedies such as injunctive relief or
rescission, and does not apply to liabilities arising under the federal
securities laws. The Quotesmith.com Bylaws: (a) allow for the indemnity of the
Quotesmith.com directors and officers to the fullest extent permitted by the
Delaware General Corporation Law; and (b) require, under certain circumstances,
Quotesmith.com to advance expenses to its directors and officers in connection
with a legal proceeding.
Quotesmith.com has also entered into indemnification agreements with
its directors which allow for the indemnification of directors for most
expenses, including attorneys' fees, judgments, fines and settlement amounts
incurred by them in any action or proceeding, including any action brought by or
in the right of Quotesmith.com, or any other company or enterprise to which the
person provides services at the request of Quotesmith.com. Under
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these agreements, Quotesmith.com is also required to advance expenses to its
directors under certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the accompanying Index to Exhibits are a part
of this Registration Statement. (See Exhibit Index below).
ITEM 9. UNDERTAKINGS.
(a) Quotesmith.com 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 Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
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 the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of a prospectus filed
with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and
price represent no more than a 20% change in
the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table
in the effective Registration Statement;
(iii) 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;
Provided, however, that paragraphs (1)(i) and (1)(iii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference 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.
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(b) Quotesmith.com undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the
annual report of Quotesmith.com 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 Quotesmith.com pursuant to the
foregoing provisions, or otherwise, Quotesmith.com 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 Quotesmith.com of expenses incurred
or paid by a director, officer or controlling person of
Quotesmith.com 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, Quotesmith.com 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
Pursuant to the requirements of the Securities Act of 1933, as amended,
Quotesmith.com 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 Darien, State of Illinois on January 20, 2000.
QUOTESMITH.COM, INC.
By: /s/ Robert S. Bland
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Robert S. Bland
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert S. Bland and William V. Thoms,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on January 20, 2000.
/s/ Robert S. Bland Chairman, President and Chief Executive
- ------------------------------ Officer (Principal Executive Officer)
Robert S. Bland
/s/ William V. Thoms Executive Vice President and Director
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William V. Thoms
/s/ David I. Vickers Senior Vice President, Chief Financial Officer
- ------------------------------ and Secretary (Principal Financial and
David I. Vickers Accounting Officer)
/s/ Bruce J. Reuben Director
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Bruce J. Reuben
/s/ Timothy F. Shannon Director
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Timothy F. Shannon
/s/ John McCartney Director
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John McCartney
/s/ Richard F. Gretsch Director
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Richard F. Gretsch
/s/ Jeremiah A. Denton, Jr. Director
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Jeremiah A. Denton, Jr.
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EXHIBIT INDEX
Exhibit Description
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4.1* Certificate of Incorporation of Quotesmith.com
4.2* Bylaws of Quotesmith.com
4.3* Quotesmith.com, Inc. 1997 Stock Option Plan (As Amended March 29,1999)
4.4* Quotesmith.com, Inc. 1999 Stock Purchase Plan
5.1 Opinion of Freeborn & Peters (Counsel to Quotesmith.com)
23.1 Consent of Ernst & Young LLP (Independent Auditors)
23.2 Consent of Freeborn & Peters (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (contained on Signature Page)
* Incorporated by reference from the Company's Registration Statement on Form
S-1, as amended, effective August 2, 1999
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EXHIBIT 5.1
Freeborn & Peters
311 South Wacker Drive
Suite 3000
Chicago, Illinois 60606
January 20, 2000
Quotesmith.com, Inc.
8205 South Cass Avenue
Suite 102
Darien, Illinois 60561
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission (the "Registration Statement")
in connection with the registration under the Securities Act of 1933, as
amended, of the 1997 Quotesmith.com, Inc. Stock Option Plan (as Amended March
29, 1999) (as to 1,500,000 shares) and of the Quotesmith.com, Inc. 1999 Employee
Stock Purchase Plan (as to 250,000 shares) (collectively, the "Plans" and the
"Shares" as appropriate). We have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
issuance and sale of the Shares pursuant to the Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, 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 any amendments thereto.
Very truly yours,
/s/ FREEBORN & PETERS
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (From
S-8 dated January 20, 2000) pertaining to the 1997 Stock Option Plan and the
1999 Employee Stock Purchase Plan of our report dated February 22, 1999 with
respect to the financial statements of Quotesmith.com, Inc included in its
Registration Statement on Form S-1 (No. 333-79355), filed with the Securities
and Exchange Commission.
/s/ Ernst & Young, LLP
Chicago, Illinois
January 24, 2000
