<PAGE>
As filed with the Securities and Exchange Commission on September 28, 1999
Registration No. 333-______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------------
INTELLIGENT LIFE CORPORATION
(Exact name of registrant as specified in its charter)
Florida 65-0423422
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11811 U.S. Highway One
Suite 101
North Palm Beach, Florida 33408
(561) 630-1200
(Address of registrant's principal executive offices, including zip code
and telephone number, including area code)
--------------------------------------
1997 Equity Compensation Plan
1999 Equity Compensation Plan
(Full title of Plans)
--------------------------------------
<TABLE>
<S> <C>
Copy to:
William P. Anderson, III John F. Sandy Smith, Esq.
President and Chief Executive Officer Grant W. Collingsworth, Esq.
Intelligent Life Corporation Morris, Manning & Martin, L.L.P.
11811 U.S. Highway One, Suite 101 1600 Atlanta Financial Center
North Palm Beach, Florida 33408 3343 Peachtree Road, N.E.
(561) 630-1200 Atlanta, Georgia 30326
(Name, address, including zip code, and telephone number, (404) 233-7000
including area code, of agent for service)
</TABLE>
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed Maximum Amount
Title of Securities Amount to be Maximum Offering Aggregate Offering
to be Registered Registered(1) Price Per Share(2) Price(2) Registration Fee(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 3,000,000 shares $6.52 $19,560,000 $5,439
====================================================================================================================================
</TABLE>
__________
(1) Up to 1,500,000 shares of Common Stock may be issued and sold by Registrant
under the 1997 Equity Compensation Plan (the "1997 Plan") and up to
1,500,000 shares of Common Stock may be issued and sold by Registrant under
the 1999 Equity Compensation Plan (the "1999 Plan") (the 1997 Plan and the
1999 Plan are collectively referred to herein as the "Plans"). An
undetermined number of additional shares may be issued, or the shares
registered hereunder may be combined into an undetermined lesser number of
shares, if the antidilutive provisions of the Plans become operative.
(2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee on the basis of
the average weighted exercise price of the outstanding option of $6.52.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to employees of Intelligent Life Corporation (the "Company") as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the instructions in Part I of Form S-8,
such documents will not be filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of the registration statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) the Company's Prospectus, filed with the Commission on May 13, 1999
pursuant to Rule 424(b) under the Securities Act, which contains audited
financial statements for the Company's latest fiscal year for which such
statements have been filed (Registration No. 333-74291);
(b) the Company's Annual Report on Form 10-K for the transition period from
July 1, 1998 to December 31, 1998, filed with the Commission on July 9, 1999
(File No. 000-25681);
(c) the Company's Quarterly Report on Form 10-Q for the Quarterly Period
Ended June 30, 1999, filed with the Commission on August 11, 1999;
(d) the Company's Current Reports on Form 8-K filed with Commission on
August 27, 1999 and September 10, 1999; and
(e) the description of the Company's common stock, $.01 par value per share
("Common Stock"), included in the Company's Registration Statement on Form 8-A,
filed with the Commission on April 1, 1999 (Registration No. 000-25681).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the shares of Common Stock offered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus has been delivered, upon the written or oral request of any
such person, a copy of any and all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests should be directed to Intelligent
Life Corporation, 11811 U.S. Highway One, Suite 101, North Palm Beach, Florida,
33408, telephone number (561) 630-1200.
Item 4. Description of Securities.
A description of the Company's Common Stock is incorporated by reference
under Item 3.
2
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Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the shares of Common Stock offered hereby
were passed upon by Morris, Manning & Martin, L.L.P., Atlanta, Georgia. Members
of Morris, Manning & Martin, L.L.P. hold an aggregate of 5,950 shares of the
Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
Intelligent Life's Amended and Restated Articles of Incorporation provide
that the liability of the directors for monetary damages shall be eliminated to
the fullest extent permissible under the Florida Business Corporation Act (the
"FBCA"), and Intelligent Life may indemnify our officers, employees and agents
to the fullest extent permitted under the FBCA.
Intelligent Life's Amended and Restated Bylaws provide that Intelligent
Life must indemnify its directors against all liabilities to the fullest extent
permitted under the FBCA and that Intelligent Life must advance all reasonable
expenses incurred in a proceeding where the director was either a party or a
witness because he or she was a director.
The FBCA provides that, in general, a corporation may indemnify any person
who is or was a party to any proceeding (other than action by, or in the right
of, such corporation) by reason of the fact that he or she is or was a director
or officer of Intelligent Life, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the FBCA provides that, in general, a company may indemnify any
person who was or is a party to any such proceeding by reason of the fact that
he or she is or was a director or officer of the corporation against expenses
and amounts paid in settlement of such proceeding, including any appeal thereof,
provided that such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interest of the
corporation, except that no indemnification shall be made in respect of any
claim as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and
reasonably entitled to indemnity. To the extent that any officers or directors
are successful on the merits or otherwise in the defense of any of the
proceedings described above, the FBCA provides that a corporation is required to
indemnify such officers or directors against expenses actually and reasonably
incurred in connection therewith. However, the FBCA further provides that, in
general, indemnification or advancement of expenses shall not be made to or on
behalf of any officer or director if a judgment or other final adjudication
establishes that his or her actions, or omissions to act, were material to the
cause of action so adjudicated and constitute: (1) a violation of the criminal
law, unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe it was unlawful; (2) a
transaction from which the director or officer derived an improper personal
benefit; (3) in the case of a director, circumstances under which the director
has voted for or assented to a distribution made in violation of the FBCA or
such corporation's Articles of Incorporation; or (4) willful misconduct or a
conscious disregard for the best interests of the corporation in a proceeding by
or in the right of the corporation to procure a judgment in its favor or in a
proceeding by or in the right of a shareholder.
Item 7. Exemption From Registration Claimed.
Not applicable.
3
<PAGE>
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
4.1 Amended and Restated Articles of Incorporation of the Registrant
(Incorporated by reference to the Registrant's Registration Statement on
Form S-1, filed with the Commission on March 11, 1999 (Registration No.
333-74291))
4.2 Amended and Restated Bylaws of the Registrant (Incorporated by reference to
the Registrant's Registration Statement on Form S-1, filed with the
Commission on March 11, 1999 (Registration No. 333-74291))
5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of the
securities being registered
10.1 1997 Equity Compensation Plan (Incorporated by reference to the Registrant's
Registration Statement on Form S-1, filed with the Commission on March 11,
1999 (Registration No. 333-74291))
10.2 1999 Equity Compensation Plan (Incorporated by reference to the Registrant's
Registration Statement on Form S-1, filed with the Commission on March 11,
1999 (Registration No. 333-74291))
23.1 Consent of KPMG LLP
23.2 Consent of Thomas & Clough Co., P.A.
23.3 Consent of Morris, Manning & Martin, L.L.P. (included in Exhibit 5.1)
24 Powers of Attorney (included on signature page)
</TABLE>
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:
(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;
(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
4
<PAGE>
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 the 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
Securities Exchange Act of 1934 (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 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 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.
5
<PAGE>
SIGNATURES
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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 North Palm Beach, State of Florida, on this the 28th
day of September, 1999.
INTELLIGENT LIFE CORPORATION
By: /s/ William P. Anderson, III
----------------------------
William P. Anderson, III
Chief Executive Officer, President and
Director
6
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures appears
below constitutes and appoints William P. Anderson, III and/or Robert J.
DeFranco, jointly and severally, as his true and lawful attorneys-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a Registration
Statement relating to the registration of shares of common stock on Form S-8 and
to sign any and all amendments (including post effective amendments) to the
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the 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 required or necessary to be done in and
about the premises, 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 substitute, could lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
/s/ William P. Anderson, III Chief Executive Officer, September 28, 1999
- ---------------------------- President and Director
William P. Anderson, III (Principal Executive Officer)
/s/ Robert J. DeFranco Vice President - Finance September 28, 1999
- ---------------------------- and Chief Accounting
Robert J. DeFranco Officer (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Bruns H. Grayson Director September 28, 1999
- ----------------------------
Bruns H. Grayson
/s/ Peter C. Morse Director September 28, 1999
- ----------------------------
Peter C. Morse
/s/ Randall E. Poliner Director September 28, 1999
- ----------------------------
Randall E. Poliner
/s/ Robert P. O'Block Director September 28, 1999
- ----------------------------
Robert P. O'Block
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Amended and Restated Articles of Incorporation of the Registrant
(Incorporated by reference to the Registrant's Registration Statement on
Form S-1, filed with the Commission on March 11, 1999 (Registration No.
333-74291))
4.2 Amended and Restated Bylaws of the Registrant (Incorporated by reference to
the Registrant's Registration Statement on Form S-1, filed with the
Commission on March 11, 1999 (Registration No. 333-74291))
5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of the
securities being registered
10.1 1997 Equity Compensation Plan (Incorporated by reference to the Registrant's
Registration Statement on Form S-1, filed with the Commission on March 11,
1999 (Registration No. 333-74291))
10.2 1999 Equity Compensation Plan (Incorporated by reference to the Registrant's
Registration Statement on Form S-1, filed with the Commission on March 11,
1999 (Registration No. 333-74291))
23.1 Consent of KPMG LLP
23.2 Consent of Thomas & Clough Co., P.A.
23.3 Consent of Morris, Manning & Martin, L.L.P. (included in Exhibit 5.1)
24 Powers of Attorney (included on signature page)
</TABLE>
8
<PAGE>
EXHIBIT 5.1
[Letterhead of Morris, Manning & Martin, L.L.P.]
September 28, 1999
Intelligent Life Corporation
11811 U.S. Highway One
Suite 101
North Palm Beach, Florida 33408
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Intelligent Life Corporation, a Florida
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8, of a proposed offering of 3,000,000 shares of the Company's common stock,
par value $.01 per share (the "Shares"), including (i) up to 1,500,000 Shares
issuable pursuant to the 1997 Equity Compensation Plan (the "1997 Plan") and
(ii) up to 1,500,000 issuable pursuant to the 1999 Equity Compensation Plan (the
"1999 Plan") (the "Plans").
We have examined and are familiar with the originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records,
and other instruments relating to the incorporation of the Company and to the
authorization and issuance of Shares under the Plans as would be necessary and
advisable for purposes of rendering this opinion. Based upon and subject to the
foregoing, we are of the opinion that the Shares have been duly authorized and,
when issued as contemplated by the Plans, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Company's registration statement on Form S-8.
Very truly yours,
MORRIS, MANNING & MARTIN, L.L.P.
/s/ Morris, Manning & Martin, L.L.P.
<PAGE>
EXHIBIT 23.1
Consent of Independent Public Accountants
To the Board of Directors
Intelligent Life Corporation
We hereby consent to the incorporation by reference in the registration
statement on Form S-8 of Intelligent Life Corporation of our report dated July
2, 1999 relating to the balance sheets of Intelligent Life Corporation as of
June 30, 1998 and December 31, 1998 and the related statements of operations,
redeemable stock and stockholders' equity (deficit), and cash flows for the year
ended June 30, 1998 and the six-month period ended December 1998, which report
appears in the December 31, 1998 annual report of Form 10-K.
KPMG LLP
Atlanta, Georgia
September 27, 1999
<PAGE>
EXHIBIT 23.2
ACCOUNTANTS' CONSENT
The Board of Directors and Stockholders
Intelligent Life Corporation:
We have acted as Independent Public Accountants for Intelligent Life Corporation
(the "Company") in connection with our audit of the financial statements of the
Company for the fiscal years ended June 30, 1997 and 1996 as described in our
Auditors' Report dated July 23, 1998.
We consent to the use of our report (and to all references to our firm) included
in or made a part of this Form S-8 Registration Statement.
Thomas & Clough Co., P.A.
Palm Beach, Florida
September 27, 1999
