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As filed with the Securities and Exchange Commission on June 2, 2000
Registration No. 333-__________
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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
incorporation or organization) Identification Number)
1919 South Bascom Avenue
Campbell, CA 95008
(Address of principal executive offices)
______________________
Amended and Restated 1996 Stock Option Plan
______________________
Peter H. Friedman
Chairman of the Board, Chief Executive Officer, Secretary
TALK CITY, INC.
1919 South Bascom Avenue
Campbell, CA 95008
(408) 871-5200
(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
______________________
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered(1)(2) Per Share(3) Price(3) Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 3,500,000 $1.76 $6,146,596.15 $1,622.70
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(1) Includes 3,500,000 shares to be registered under the Amended and Restated
1996 Stock Option Plan (the "96 Option Plan").
(2) Excludes all shares previously registered under Registrant's 96 Option Plan
on Form S-8.
(3) 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 898,952 shares which are subject to outstanding
options to purchase Common Stock under the 96 Option 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 898,952
shares subject to outstanding options under the 96 Option Plan is $2.00.
With respect to 2,601,048 shares of Common Stock available for future grant
under the 96 Option 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 May 31, 2000, which average was
$1.6719. 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).
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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 latest annual report (Form 10-K) filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that contains audited financial statements for the Registrant's
latest fiscal year for which such statements have been filed;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above;
(c) The description of the Common Stock of the Registrant contained in the
registration statement filed under the Exchange Act registering such Common
Stock under Section 12 of the Exchange Act.
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.
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
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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
------ --------
4.1 Amended and Restated 1996 Stock Option Plan and related agreements
4.2 Form of Stock Option Agreement under the Amended and Restated 1996
Stock 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
23.4 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see Page II-5).
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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 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.
(h) 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 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.
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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 May 25, 2000.
TALK CITY, INC.
By: /s/ Peter H. Friedman
---------------------
Peter H. Friedman
Chairman of the Board, Chief Executive
Officer, Secretary
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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.
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, Chief Executive May 25, 2000
------------------------------------ Officer, Secretary (Principal Executive
(Peter H. Friedman) Officer)
/s/ Jeffrey Snetiker Senior Vice President, Chief Financial and May 25, 2000
------------------------------------ Administrative Officer (Principal Financial
(Jeffrey Snetiker) and Accounting Officer)
/s/ Kenneth A. Bronfin Director May 25, 2000
------------------------------------
(Kenneth A. Bronfin)
/s/ Joseph A. Graziano Director May 25, 2000
------------------------------------
(Joseph A. Graziano)
/s/ Thomas P. Hirschfeld Director May 25, 2000
------------------------------------
(Thomas P. Hirschfeld)
/s/ John Sculley Director May 25, 2000
------------------------------------
(John Sculley)
/s/ Barry M. Weinman Director May 25, 2000
------------------------------------
(Barry M. Weinman)
/s/ Marty Yudkovitz Director May 25, 2000
------------------------------------
(Marty Yudkovitz)
</TABLE>
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TALK CITY, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Amended and Restated 1996 Stock Option Plan
4.2 Form of Stock Option Agreement under the Amended and Restated
1996 Stock 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
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see Page II-5)
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