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As filed with the Securities and Exchange Commission on October 20, 2000
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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
_________________
ALLOY ONLINE, INC.
(Exact name of Registrant as specified in its
charter)
Delaware 04-3310676
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
151 West 26/th/ Street, 11th Floor
New York, NY 10001
(212) 244-4307
(212) 244-4311 facsimile
(Address of Principal Executive Offices)
ALLOY ONLINE, INC. RESTATED 1997 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION
PLAN
(Full title of the plan)
Matthew C. Diamond
Chief Executive Officer
Alloy Online, Inc.
115 West 30th Street, #201
New York, NY 10001
(212) 244-4311 facsimile
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
_________________
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount to be maximum Maximum
securities to be registered registered/(1)/ offering price Aggregate Amount of
per share/(2)/ Offering price/(2)/ registration fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 4,000,000 $7.16 $28,640,000 $7,561
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(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of shares which may be
sold upon the exercise of options which have been granted and/or may hereafter
be granted under the Alloy Online, Inc. Restated 1997 Employee, Director and
Consultant Stock Option Plan (the "Plan"). The maximum number of shares which
may be sold upon the exercise of such options granted under the Plans are
subject to adjustment in accordance with certain anti-dilution and other
provisions of the Plan. Accordingly, pursuant to Rule 416 under the Securities
Act of 1933, as amended (the "Securities Act"), this Registration Statement
covers, in addition to the number of shares stated above, an indeterminate
number of shares which may be subject to grant or otherwise issuable after the
operation of any such anti-dilution and other provisions.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act and is made on the basis of the average of the high and low sale prices per
share of the Common Stock on the National Market System of the National
Association of Securities Dealers Automated Quotation System (NASDAQ) as of a
date (October 18, 2000) within 5 business days prior to filing this Registration
Statement.
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EXPLANATORY NOTE
----------------
In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan. This Registration Statement
on Form S-8 hereby registers 4,000,000 additional shares of Common Stock
pursuant to the Plan. A Registration Statement on Form S-8 (File No. 333-90681),
registering an aggregate of 4,137,586 shares of Common Stock under (i) the Plan
and (ii) the 1999 Alloy Online, Inc. Employee Stock Purchase Plan was filed with
the Securities and Exchange Commission on November 10, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
January 31, 2000.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended April 30, 2000.
(c) The Registrant's Current Report on Form 8-K dated as of
February 7, 2000.
(d) The Registrant's Current Report on Form 8-K/A dated as of
February 22, 2000.
(e) The Registrant's Current Report on Form 8-K dated as of March
24, 2000.
(f) The Registrant's Current Report on Form 8-K/A dated as of
April 7, 2000.
(g) The Registrant's definitive Proxy Statement on Schedule 14A
filed on May 30, 2000.
(h) The Registrant's Current Report on Form 8-K dated as of August
2, 2000.
(i) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended July 31, 2000.
(j) The Registrant's Current Report on Form 8-K/A dated as of
October 2, 2000.
(k) The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A (File No. 0-
26023) filed under the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of
updating such description.
All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.
Item 4. Description of Securities.
----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts. Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., members of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. and certain members of their families and trusts
for their benefit own an aggregate of approximately 3,450 shares of Common Stock
of the Company.
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Item 6. Indemnification of Directors and Officers.
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Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1, File No. 333-74159.
Item 7. Exemption from Registration Claimed.
--------------------------------------------
Not applicable.
Item 8. Exhibits.
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(4.1) Form of Common Stock Certificate (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1, as amended,
File No. 333-74159, and incorporated herein by reference).
(4.2) Restated Certificate of Incorporation of the Registrant (filed
as Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1, as amended, File No. 333-74159, and incorporated
herein by reference).
(4.3) Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1, as amended,
File No. 333-74159, and incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
as to the legality of shares being registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of Arthur Andersen LLP.
(24) Power of Attorney to file future amendments (set forth on the
signature page of this Registration Statement).
(99.1) Restated 1997 Employee, Director and Consultant Stock Option
Plan, as amended and restated through July 21, 2000.
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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, represents 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
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form of 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 (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in 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.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
The Registrant. 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 New York, New York on this 20 day of October,
2000.
ALLOY ONLINE, INC.
By /s/ Matthew C. Diamond
--------------------------------
Matthew C. Diamond
Chief Executive Officer
By /s/ Samuel A. Gradess
--------------------------------
Samuel A. Gradess
Chief Financial Officer
Each person whose signature appears below constitutes and appoints
Matthew C. Diamond and Samuel A. Gradess 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, and in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 of Alloy Online, Inc., 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 full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in or about the premises, as full to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Matthew C. Diamond Chief Executive Officer October 20, 2000
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Matthew C. Diamond and Chairman (principal
executive officer)
/s/ James K. Johnson, Jr. Chief Operating Officer October 20, 2000
----------------------------
James K. Johnson, Jr. and Director
/s/ Samuel A. Gradess Chief Financial Officer October 20, 2000
----------------------------
Samuel A. Gradess Director (principal financial
and accounting officer)
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/s/ Peter M. Graham Director October 20, 2000
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Peter M. Graham
/s/ David Yarnell Director October 20, 2000
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David Yarnell
Director October 20, 2000
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Lee Masters
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ALLOY ONLINE, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
(4.1) Form of Common Stock Certificate (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1, as amended,
File No. 333-74159, and incorporated herein by reference).
(4.2) Restated Certificate of Incorporation of the Registrant (filed
as Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1, as amended, File No. 333-74159, and incorporated
herein by reference).
(4.3) Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1, as amended,
File No. 333-74159, and incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
as to the legality of shares being registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of Arthur Andersen LLP.
(24) Power of Attorney to file future amendments (set forth on the
signature page of this Registration Statement).
(99.1) Restated 1997 Employee, Director and Consultant Stock Option
Plan, as amended and restated through July 21, 2000.
