<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
__________
SCIQUEST.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 56-2127592
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5151 McCrimmon Parkway, Suite 208
Morrisville, North Carolina 27560
(919) 659-2100
(Address of Principal Executive Offices, including zip code)
SCIQUEST.COM, INC. STOCK OPTION PLAN
SCIQUEST.COM, INC. 1999 STOCK INCENTIVE PLAN
(Full Title of the Plans)
M. Scott Andrews Copy to:
President and Chief Executive Officer
SciQuest.com, Inc. Helga L. Leftwich, Esq.
5151 McCrimmon Parkway, Suite 208 Hutchison & Mason PLLC
Morrisville, NC 27560 3110 Edwards Mill Road, Suite 100
(919) 659-2100 Raleigh, NC 27612
(Name, Address and Telephone (919) 829-9600
Number of Agent for Service)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed
Maximum Proposed Maximum Amount of
Title of Securities Amount To Be Offering Price Aggregate Offering Registration
To Be Registered Registered (1) (2) Per Share Price Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.001 per share 4,911,058 $38.84 (3) $190,745,493 (3) $50,357.00
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock Plus which may become issuable by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the Registrant's outstanding shares of Common Stock.
(2) Includes 2,056,060 and 2,854,998 shares of Common Stock issuable under the
SciQuest.com, Inc. Stock Option Plan and the SciQuest.com, Inc. 1999 Stock
Incentive Plan, respectively.
(3) The Proposed Maximum Offering Price Per Share represents a weighted average
of the following estimates calculated in accordance with Rule 457(h) under
the Securities Act of 1933, as amended (the "Securities Act"), and computed
solely for the purpose of calculating the registration fee. With respect to
1,955,795 shares subject to outstanding options to purchase Common Stock
under the plans described above (collectively, the "Plans"), the Proposed
Maximum Offering Price Per Share is equal to the weighted average exercise
price of $8.32 per share pursuant to Rule 457(h) under the Securities Act.
With respect to 2,955,263 shares of Common Stock available for future grant
under the Plans, the estimated Proposed Maximum Offering Price Per Share
was determined pursuant to Rule 457(h) under the Securities Act and is
based upon the average high and low sale prices of the Common Stock as
reported on the Nasdaq National Market on January 5, 2000.
________________________________________________________________________________
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
As permitted by the rules of the Securities and Exchange Commission
(the "Commission"), the documents containing the information required by
Part I of Form S-8 are omitted from this Registration Statement. The
documents containing the information specified in Part I will be delivered
to the participants as required by Rule 428(b) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not being filed with the Commission as part of this registration
statement or as prospectuses pursuant to Rule 424.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this Registration
Statement and in the prospectuses relating to this Registration Statement
pursuant to Rule 428:
(a) The Registrant's final prospectus, filed with the Commission on
November 22, 1999, pursuant to Rule 424(b) of the Securities Act;
(b) All other reports filed with the Commission pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since November 19, 1999; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed pursuant to Section
12(g) of the Exchange Act, including any amendment or report filed for the
purpose of updating such information.
In addition, all documents subsequently filed by the Registrant 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 then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the respective dates of filing of such documents with the
Commission.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Certain legal matters in connection with this registration will be passed
upon for the Registrant by Hutchison & Mason PLLC, Raleigh, North Carolina.
Hutchison & Mason PLLC serves as corporate counsel to the Registrant and has
received and is expected to receive payment for legal services rendered or to be
rendered on an ongoing basis to the Registrant. Members of the firm own an
aggregate of 1,100 shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law permits indemnification
of officers and directors of the Company under certain conditions and subject to
certain limitations. Section 145 also provides that a corporation has the power
to purchase and maintain insurance on behalf of its officers and directors
against any liability asserted against such person and incurred by him
<PAGE>
and her in such capacity, or arising out of his or her status as such, whether
or not the corporation would have the power to indemnify him or her against such
liability under the provisions of Section 145.
The Registrant's Second Amended and Restated Certificate of Incorporation
provides for the indemnification of directors as permitted under Delaware law by
eliminating a director's personal liability for monetary damages resulting from
a breach of fiduciary duty, except in circumstances involving wrongful acts,
such as (i) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law, (iv) for any transaction from which
the director derives an improper personal benefit or (v) acts or omissions
occurring prior to the date of these provisions. These provisions do not limit
or eliminate the rights of the Registrant or any stockholder to seek equitable
relief, such as an injunction or rescission, in the event of a breach of
director's fiduciary duty. These provisions will not alter a director's
liability under federal securities laws. The Registrant's Second Amended and
Restated Certificate of Incorporation also contains provisions indemnifying the
directors and officers of the Registrant to the fullest extent permitted by
Delaware law.
The SciQuest.com, Inc. 1999 Stock Incentive Plan provides that no director
of the Registrant shall be liable for any action or determination relating to
the plan and that no director or person acting pursuant to authority delegated
by the Board of Directors pursuant to the terms of the plan shall be liable for
any action or determination under the plan made in good faith.
The Registrant also carries directors' and officers' liability insurance
covering its officers and directors.
Item 7. Exemption From Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
Exhibit No. Description
----------- -----------
3.1* Second Amended and Restated Certificate of Incorporation
of the Registrant
3.2* Bylaws of the Registrant
4.1* Specimen Common Stock Certificate
5.1 Legal opinion of Hutchison & Mason PLLC
10.1* SciQuest.com, Inc. Stock Option Plan
10.2* Amendment No. 1 to SciQuest.com, Inc. Stock Option Plan
10.3* Amendment No. 2 to SciQuest.com, Inc. Stock Option Plan
<PAGE>
10.4* Amendment No. 3 to SciQuest.com, Inc. Stock Option Plan
10.5* Amendment No. 4 to SciQuest.com, Inc. Stock Option Plan
10.6* Amendment No. 5 to SciQuest.com, Inc. Stock Option Plan
10.7* SciQuest.com, Inc. 1999 Stock Incentive Plan
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Hutchison & Mason PLLC (Contained in Exhibit 5.1)
24.1 Power of Attorney (Contained on signature page)
* Previously filed as an exhibit to Registrant's Registration Statement on
Form S-1 (File No. 333-87433), declared effective November 19, 1999.
Item 9. Undertakings
------------
The undersigned Registrant hereby undertakes:
(a) 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; and
(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)(i) and (a)(ii) do not apply if
-------
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 Exchange Act
that are incorporated by reference in the Registration Statement.
(b) 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.
(c) 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.
<PAGE>
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 15(d) of the Securities
Exchange Act of 1934 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 in the initial bona fide offering thereof.
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant 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 the 6th day of January, 2000.
SCIQUEST.COM, INC.
By: /s/ M. Scott Andrews
-------------------------------------
M. Scott Andrews,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints M. Scott Andrews, Peyton C. Anderson and
James J. Scheuer, and each of them, 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, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, 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, and each of them, full power and authority to do
and perform each and every act and thing requisite and 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 each of said
attorney-in-fact or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ M. Scott Andrews President, Chief Executive Officer and January 6, 2000
- ---------------------------------------- Director (Principal Executive Officer)
M. Scott Andrews
/s/ Peyton C. Anderson Executive Vice President-Business January 6, 2000
- ---------------------------------------- Development and Director
Peyton C. Anderson
/s/ James J. Scheuer Chief Financial Officer (Principal January 6, 2000
- ---------------------------------------- Financial and Accounting Officer)
James J. Scheuer
/s/ Noel J. Fenton Director January 6, 2000
- ----------------------------------------
Noel J. Fenton
/s/ Gautam Prakash Director
- ---------------------------------------- January 6, 2000
Gautam Prakash
/s/ Alan J. Taetle Director January 6, 2000
- ----------------------------------------
Alan J. Taetle
/s/ Bruce J. Boehm Director January 6, 2000
- ----------------------------------------
Bruce J. Boehm
/s/ Timothy T. Weglicki Director January 6, 2000
- ----------------------------------------
Timothy T. Weglicki
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
3.1* Second Amended and Restated Certificate of Incorporation of
the Registrant
3.2* Bylaws of the Registrant
4.1* Specimen Common Stock Certificate
5.1 Legal opinion of Hutchison & Mason PLLC
10.1* SciQuest.com, Inc. Stock Option Plan
10.2* Amendment No. 1 to SciQuest.com, Inc. Stock Option Plan
10.3* Amendment No. 2 to SciQuest.com, Inc. Stock Option Plan
10.4* Amendment No. 3 to SciQuest.com, Inc. Stock Option Plan
10.5* Amendment No. 4 to SciQuest.com, Inc. Stock Option Plan
10.6* Amendment No. 5 to SciQuest.com, Inc. Stock Option Plan
10.7* SciQuest.com, Inc. 1999 Stock Incentive Plan
23.1 Consent of PricewaterhouseCoopers, LLP
23.2 Consent of Hutchison & Mason PLLC (Contained in Exhibit 5.1)
24.1 Power of Attorney (Contained on signature page)
* Previously filed as an exhibit to Registrant's Registration Statement on Form
S-1 (File No. 333-87433), declared effective November 19, 1999.
<PAGE>
EXHIBIT 5.1
January 6, 2000
SciQuest.com, Inc.
5151 McCrimmon Parkway, Suite 208
Morrisville, North Carolina 27560
Gentlemen:
We have examined the registration statement on Form S-8 (the
"Registration Statement"), to be filed by SciQuest.com, Inc. (the "Company")
with the Securities and Exchange Commission on or about January 6, 2000, in
connection with the registration under the Securities Act, as amended of an
aggregate of 4,911,058 shares (the "Shares") of common stock of the Company, par
value $0.001 per share (the "Common Stock"), reserved for issuance under the
SciQuest.com, Inc. Stock Option Plan and the SciQuest.com, Inc. 1999 Stock
Incentive Plan (collectively, the "Plans").
As counsel for the Company, we have examined such corporate records,
other documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and are familiar with the
proceedings taken and proposed to be taken by the Company in connection with the
issuance and sale of Common Stock under the Plans. In our examination of the
foregoing documents, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, the authenticity
of the originals of such documents and the legal competence of all signatories
to such documents. We have further assumed that the appropriate action will be
taken, prior to the offer and sale of the Shares to register and qualify the
Shares for sale under all applicable state securities laws.
Based upon and subject to the foregoing, it is our opinion that when
sold in the manner referred to in the Plans and pursuant to the agreements which
accompany the awards made under the Plans, the Common Stock issued thereunder
will be legally issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect. We express no opinion herein as the laws of any state or jurisdiction
other than the state laws of the North Carolina, the Delaware General
Corporation Law and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement, including the Prospectuses constituting a part thereof,
and in any amendment thereto.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matter.
Very truly yours,
HUTCHISON & MASON PLLC
/s/ Hutchison & Mason PLLC
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated August 20, 1999, except for Note 16, as to which
the date is November 12, 1999, relating to the consolidated financial statements
of SciQuest.com, Inc. and our report dated April 1, 1999 relating to the
financial statements of BioSupplyNet, Inc., which is included in the
Registration Statement on Form S-1 (File No.333-87433) of SciQuest.com, Inc.
dated November 19, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
Raleigh, North Carolina
January 5, 2000
