<PAGE>
As filed with the Securities and Exchange Commission on January 6, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
TALK CITY, INC.
(Exact name of Registrant as specified in its charter)
Delaware 77-0426524
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
307 Orchard City Drive, Suite 350
Campbell, CA 95008
(Address of principal executive offices)
----------------------
1996A Stock Option Plan
Amended and Restated 1996 Stock Option Plan
1999 Employee Stock Purchase Plan
1999 Director Option Plan
----------------------
Peter H. Friedman
Chairman of the Board,
President, Chief Executive Officer, Secretary
TALK CITY, INC.
307 Orchard City Drive, Suite 350
Campbell, CA 95008
(650) 871-3200
(Name, address and telephone number of agent for service)
----------------------
Copy to:
Page Mailliard, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered(1) Per Share(2) Price(2) Fee
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value 5,787,706 $11.11 $64,301,413.66 $16,975.57
===========================================================================================================================
</TABLE>
(1) Includes 725,000 shares to be registered under the 1996A Stock Option Plan
(the "96A Option Plan"), 3,825,000 shares to be registered under the
Amended and Restated 1996 Stock Option Plan (the "96 Option Plan"), 987,706
shares to be registered under the 1999 Employee Stock Purchase Plan (the
"99 Purchase Plan") and 250,000 shares to be registered under the 1999
Director Option Plan (the "Director Plan").
(2) The Proposed Maximum Offering Price Per Share was estimated in part
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), and in part pursuant to Rule 457(c) under the Securities
Act. With respect to (i) 1,237,387 shares which are subject to outstanding
options to purchase Common Stock under the 1996 Option Plan, (ii) 42,409
shares which are subject to outstanding options to purchase Common Stock
under the 99 Purchase Plan, and (iii) 30,000 shares which are subject to
outstanding options to purchase Common Stock under the Director Plan, the
Proposed Maximum Offering Price Per Share was estimated pursuant to Rule
457(h) under which Rule the per share price of options to purchase stock
under an employee stock option plan may be estimated by reference to the
exercise price of such options. The weighted average exercise price of the
1,237,387 shares subject to outstanding options under the 96 Option Plan is
$10.02 The weighted average exercise price of the 42,409 shares subject to
outstanding options under the 99 Purchase Plan is $6.16. The weighted
average exercise price of the 30,000 shares subject to outstanding options
under the Director Plan is $12.00. With respect to (i) 1,237,290 shares of
Common Stock available for future grant under the 96 Option Plan, (ii)
945,297 shares of Common Stock available for future grant under the 99
Purchase Plan, and (iii) 220,000 shares of Common Stock available for
future grant under the Director Plan, the estimated Proposed Maximum
Offering Price Per Share was estimated pursuant to Rule 457(c) whereby the
per share price was determined by reference to the average between the high
and low price reported in the Nasdaq National Market on January 5, 2000
which average was $21.3438. The number referenced above in the table
entitled "Proposed Maximum Offering Price per Share" represents a weighted
average of the foregoing estimates calculated in accordance with Rules
457(h) and 457(c).
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference
- ------ ---------------------------------------
Talk City, Inc. (the "Company") hereby incorporates by reference in this
registration statement the following documents:
(a) The Registrant's Registration Statement on Form S-1 (File No. 333-
77455) and amendments thereto, including the Prospectus dated July 19, 1999,
filed for the purpose of registering certain shasres of the Registrant's Common
Stock under the Securities Act of 1933, as amended (the "Securities Act"), in
connection with the Registrant's initial public offering.
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 30, 1999 and September 30, 1999, filed pursuant to Section
13 of the Exchange Act.
(c) The description of the Registrant's Common Stock to be offered hereby
is contained in the Registrant's Registration Statement on Form 8-A filed with
the Securities and Exchange Commission on July 9, 1999 pursuant to Section 12(g)
of the Exchange Act, including any amendment or report filed for the purpose of
update such description.
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end
All documents subsequently filed by the Company 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 remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a 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
- ------ --------------------------------------
Certain legal matters with respect to the legality of the issuance of the
shares of Common Stock registered hereby will be passed upon for the Company by
Wilson Sonsini Goodrich & Rosati, Professional Corporations ("WSGR"), Palo Alto,
California. The partnership investment accounts of WSGR and a member of WSGR
own an aggregate of approximately 7,775 shares of Common Stock.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers
- ------ -----------------------------------------
The Company has adopted provisions in its current Certificate of
Incorporation which (i) eliminate the personal liability of its directors to the
Company for monetary damages to the fullest extent permissible under Delaware
law; and (ii) authorize the company to indemnify its directors and officers to
the fullest extent permitted by law. Such limitation of liability does not
affect the availability of equitable remedies, such as injunctive relief or
rescission. The Company's Certificate of Incorporation also includes a
provision eliminating, to the fullest extent permitted by Delaware law, the
personal liability of its directors for monetary damages for breach of fiduciary
duty as a director. In addition, the Bylaws of the Company provide that it will
be required to indemnify its officers and directors to the maximum extent and in
the manner permitted by the Delaware General Corporation Law.
The Company has entered into separate indemnification agreements with each
of its officers, directors and key employees that contain provisions which are
in some respects broader than the specific indemnification provisions contained
in the Delaware General Corporation Law. The indemnification agreements may
require the Company, among other things, to indemnify such officers and
directors against certain liabilities that may arise by reason of their status
or service as directors or officers (other than liabilities arising from willful
misconduct of a culpable nature), to advance their expenses incurred as a result
of any proceeding against them, as to which they could be indemnified, and to
obtain director's and officer's insurance, if available on reasonable terms.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (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.
At present, the Company is not aware of any pending litigation involving a
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding which may result in a claim for such indemnification.
Item 7. Exemption From Registration Claimed
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits
- ------ --------
10.2* 1996A Stock Option Plan and related agreements
10.3** Amended and Restated 1996 Stock Option Plan and related agreements
10.4* 1999 Employee Stock Purchase Plan
10.5* 1999 Director Option Plan
II-2
<PAGE>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
legality of securities being registered.
23.1 Consent of KPMG LLP, Independent Public Accountants
23.4 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see Page II-5).
_________
* Incorporated by reference to the exhibit filed with the Registrant's
registration statement on Form S-1 (File No. 333-77455) filed with the
Securities and Exchange Commission on April 30, 1999.
** Incorporated by reference to the exhibit filed with Amendment No. 1 to the
Registrant's registration statement on Form S-1 (File No. 333-77455) filed with
the Securities and Exchange Commission on June 4, 1999.
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 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 the 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
II-3
<PAGE>
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Campbell, State of California, on January 6, 2000.
TALK CITY, INC.
By: /s/ Peter H. Friedman
------------------------------------------
Peter H. Friedman
Chairman of the Board, President, Chief
Executive Officer, Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter H. Friedman, his attorney-in-fact,
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 said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, 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/ Peter H. Friedman Chairman of the Board, President, Chief January 6, 2000
- ------------------------------------ Executive Officer, Secretary (Principal
(Peter H. Friedman) Executive Officer)
/s/ Jeffrey Snetiker Senior Vice President, Chief Financial and January 6, 2000
- ------------------------------------ Administrative Officer (Principal Financial
(Jeffrey Snetiker) and Accounting Officer)
/s/ Kenneth A. Bronfin Director January 6, 2000
- ------------------------------------
(Kenneth A. Bronfin)
Director January 6, 2000
/s/ Joseph A. Graziano
- ------------------------------------
(Joseph A. Graziano)
/s/ Thomas P. Hirschfeld Director January 6, 2000
- ------------------------------------
(Thomas P. Hirschfeld)
Director January 6, 2000
/s/ John Sculley
- ------------------------------------
(John Sculley)
Director January 6, 2000
/s/ Barry M. Weinman
- ------------------------------------
(Barry M. Weinman)
/s/ Marty Yudkovitz Director January 6, 2000
- ------------------------------------
(Marty Yudkovitz)
</TABLE>
II-6
<PAGE>
TALK CITY, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit
Number Description
- ---------- -----------
10.2* 1996A Stock Option Plan and related agreements
10.3** Amended and Restated 1996 Stock Option Plan and related agreements
10.4* 1999 Employee Stock Purchase Plan
10.5* 1999 Director Option Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
legality of securities being registered.
23.1 Consent of KPMG LLP, Independent Public Accountants
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see Page II-5)
_________
* Incorporated by reference to the exhibit filed with the Registrant's
registration statement on Form S-1 (File No. 333-77455) filed with the
Securities and Exchange Commission on April 30, 1999.
** Incorporated by reference to the exhibit filed with Amendment No. 1 to the
Registrant's registration statement on Form S-1 (File No. 333-77455) filed with
the Securities and Exchange Commission on June 4, 1999.
II-7
<PAGE>
EXHIBIT 5.1
January 6, 2000
Talk City, Inc.
307 Orchard City Drive, Suite 350
Campbell, CA 95008
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 on or about Jaunary 6, 2000
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of (i) 725,000 shares of your Common Stock
reserved for issuance under the 1996A Stock Option Plan (the "96A Option Plan"),
(ii) 3,825,000 shares of your Common Stock reserved for issuance under the
Amended and Restated 1996 Stock Option Plan (the "96 Option Plan"), (iii)
987,706 shares of your Common Stock reserved for issuance under the 1999
Employee Stock Purchase Plan (the "99 Purchase Plan"), and (iv) 250,000 shares
of your Common Stock reserved for issuance under the 1999 Director Option Plan
(the "Director Plan"). As your legal counsel, we have examined the proceedings
taken and are familiar with the proceedings taken and proposed to be taken by
you in connection with the sale and issuance of such Common Stock under the
Plan.
It is our opinion that, when issued and sold in the manner referred to in
the Plan and pursuant to the agreements which accompany the Plan, the Common
Stock issued and sold thereby 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, including any Prospectus constituting a part thereof,
and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
CONSENT OF KPMG LLP, INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Talk City, Inc.
We consent to incorporation herein by reference of our report dated April 23,
1999, except as to Note 11, which is as of July 12, 1999, relating to the
balance sheets of Talk City, Inc. (the Company) as of December 31, 1997 and 1998
and the related statements of operations, redeemable convertible preferred stock
and stockholders' deficit, and cash flows for the period from March 29, 1996
(inception) to December 31, 1996 and for each of the years in the two-year
period ended December 31, 1998, which report appears in the Company's Form S-1
(333-77455) and amendments thereto, including the Prospectus dated July 19,
1999.
/s/ KPMG LLP
Mountain View, California
January 3, 2000
