As filed with the Securities and Exchange Commission on August 28, 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
--------------------------
SciQuest.com, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 56-2127592
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
5151 McCrimmon Parkway, Suite 208
Morrisville, North Carolina 27560
(Address of Principal Executive Offices, Including Zip Code)
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2000 Employee Stock Purchase Plan
(Full title of the Plan)
------------------------------
Copy to:
M. Scott Andrews Grant W. Collingsworth, Esq.
Chief Executive Officer Morris, Manning & Martin, L.L.P.
SciQuest.com, Inc. 1600 Atlanta Financial Center
5151 McCrimmon Parkway 3343 Peachtree Road, N.E.
Morrisville, North Carolina 27560 Atlanta, Georgia 30326
(919) 659-2100 (404) 233-7000
(Name and Address and Telephone Number, Including
Area Code, of Agent for Service.)
--------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================= ==================== ===================== ==================== =====================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1) Per Share(2) Price(2) Registration Fee
----------------------------------------- -------------------- --------------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock issuable under
2000 Employee Stock Purchase Plan 1,100,000 $7.185135 $7,903,649 $ 2,088
========================================= ==================== ===================== ==================== =====================
</TABLE>
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(1) Includes an indeterminate number of additional interests in such Plan that
may constitute separate securities.
(2) Computed in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. The computation is based upon the price
computed in accordance with Rule 457(c), multiplied by 85%, which is the
percentage of the trading price applicable to purchases under the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
delivered by SciQuest.com, Inc. (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 of Part I of Form S-8, these 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 this 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 with the Commission are incorporated
herein by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000;
(c) the Company's Current Report on Form 8-K, dated March 22, 2000; and
(d) the description of the Company's common stock, $0.01 par value per
share ("Common Stock") contained in the Company's Registration Statement on Form
8-A, filed with the Commission on October 26, 1999 (Registration No. 000-27803).
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 Registration
Statement 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
Registration Statement 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 James J.
Scheuer, SciQuest.com, Inc., 5151 McCrimmon Parkway, Suite 208, Morrisville,
North Carolina 27560; telephone number: (919) 659-2100.
Item 4. Description of Securities.
Because the securities to be awarded pursuant to this Registration
Statement are registered under Section 12 of the Securities Exchange Act of
1934, this item is inapplicable.
Item 5. Interests of Named Experts and Counsel.
There are no interests required to be disclosed pursuant to this Item
5.
Item 6. Indemnification of Directors and Officers.
Our certificate of incorporation limits personal liability for breach
of the fiduciary duty of our directors to the fullest extent provided by the
Delaware General Corporation Law. Such provisions provide that no director of
SciQuest.com shall have personal liability to us or to our stockholders for
monetary damages for breach of fiduciary duty of care or other duty as a
director. However, such provisions shall not eliminate or limit the liability of
a director:
o for any breach of the director's duty of loyalty to us or our
stockholders;
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<PAGE>
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation or law;
o for voting or assenting to unlawful distributions; or
o for any transaction for which the director derived an improper personal
benefit.
The Delaware General Corporation Law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under our bylaws, any
agreement, a vote of our stockholders or otherwise. Our certificate of
incorporation eliminates the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the Delaware General Corporation Law
and provides that the registrant shall fully indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was our director or
officer of is or was serving at our request as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under our certificate of incorporation. The Company is not
aware of any threatened litigation or proceeding that may result in a claim for
such indemnification.
Item 7. Exemption from Registration Claimed.
As no restricted securities are to be reoffered or resold pursuant to
this Registration Statement, this item is inapplicable.
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:
Exhibit No. Description
----------- -----------
4.1* Second Amended and Restated Certificate of Incorporation of the
Company.
4.2* Bylaws of the Company.
4.3 2000 Employee Stock Purchase Plan.
5.1 Opinion of Morris, Manning & Martin, L.L.P., as to the legality
of the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Morris, Manning & Martin, L.L.P. (included in
Exhibit 5.1).
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<PAGE>
* Incorporated by reference to exhibits to the Company's Registration Statement
on Form S-1 (File No. 333-87433), declared effective November 19, 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:
(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, Form S-8 or Form F-3, and 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the undersigned
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 Morrisville, State of North Carolina, on this the
28th day of August, 2000.
SciQuest.com, Inc.
By: /s/ M. Scott Andrews
------------------------
M. Scott Andrews
Chief Executive Officer
Pursuant to the requirements of the Securities Act this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
/s/ M. Scott Andrews Chief Executive Officer and Director
------------------------ (Principal Executive Officer) August 28, 2000
M. Scott Andrews
/s/ W. Andrew McKenna President and Director
------------------------
W. Andrew McKenna August 28, 2000
/s/ James J. Scheuer Chief Financial Officer (Principal
------------------------ Financial and Accounting Officer) August 28, 2000
James J. Scheuer
/s/ Noel J. Fenton Director August 28, 2000
------------------------
Noel J. Fenton
/s/ Gautam Prakash Director August 28, 2000
------------------------
Gautam Prakash
/s/ Lloyd Segal Director August 28, 2000
------------------------
Lloyd Segal
/s/ Bruce J. Boehm Director August 28, 2000
------------------------
Bruce J. Boehm
/s/ Timothy T. Weglicki Director August 28, 2000
------------------------
Timothy T. Weglicki
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<PAGE>
EXHIBIT INDEX
EXHIBITS INCORPORATED HEREIN BY REFERENCE
Designation of Exhibit Description of Exhibit
---------------------- ----------------------
4.1* Second Amended and Restated Certificate of Incorporation
of the Company.
4.2* Bylaws of the Company.
* Incorporated by reference to exhibits to the Company's Registration Statement
on Form S-1 (File No. 333-87433), declared effective November 19, 1999.
EXHIBITS FILED HEREWITH
4.3 2000 Employee Stock Purchase Plan.
5.1 Opinion of Morris, Manning & Martin, L.L.P., as to the
legality of the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Morris, Manning & Martin, L.L.P. (included in
Exhibit 5.1).
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