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As filed with the Securities and Exchange Commission on June 25, 1999.
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
INTERNET.COM CORPORATION
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(Exact name of issuer as specified in its charter)
Delaware 06-1542480
- -------------------------------- ---------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
20 Ketchum Street
Westport, Connecticut 06880
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(Address of Principal Executive Offices)
internet.com Corporation 1999 Stock Incentive Plan
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Alan M. Meckler
Chairman
and Chief Executive Officer
internet.com Corporation
20 Ketchum Street
Westport, Connecticut 06880
(203) 226-6967
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(Name, address and telephone number,
including area code, of agent for service)
COPY TO:
William J. Grant, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed Amount of
Securities to registered(1) maximum maximum registration
be Registered offering price aggregate fee
per share (2) offering
price (2)
- ---------------- -------------- ------------- ------------- -------------------
Common Stock, par
value $0.01 per 2,000,000 $14.00 $28,000,000.00 $7,784.00
share
(1) Represents the shares of common stock of internet.com Corporation (the
"Common Stock") issuable pursuant to the internet.com Corporation 1999
Stock Incentive Plan.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act
of 1933 (the "Securities Act"), based upon the offering price for the
Common Stock upon the Company's initial public offering of Common Stock
registered on the Company's Registration Statement on Form S-1,
Registration No. 333-76331.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by internet.com Corporation, a Delaware
corporation (the "Company"), are incorporated by reference into the Registration
Statement:
(a) The Company's Prospectus filed in connection with the Registration
Statement on Form S-1, Registration No. 333-76331, filed on April 15,
1999, pursuant to the Securities Act, as amended by Amendment Nos. 1,
2, 3, 4 and 5, filed on May 19, 1999, May 21, 1999, June 3, 1999, June
21, 1999 and June 23, 1999, respectively (collectively, the "S-1
Registration Statement"), pursuant to the Securities Act;
(b) The description of the Company's common stock, par value $0.01 per
share (the "Common Stock"), incorporated by reference into the
Company's Registration Statement on Form 8-A, filed on June 16, 1999
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), contained in the S-1 Registration Statement.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the 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 date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.
As permitted by the Delaware General Corporation Law, the Company's Amended
and Restated Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) under section 174 of the Delaware General Corporation
Law (regarding unlawful dividends and stock purchases) or (iv) for any
transaction from which the director derived an improper personal benefit.
As permitted by the Delaware General Corporation Law, the Bylaws of the
Company provide that (i) the Company is required to indemnify its directors and
officers to the fullest extent permitted by the Delaware General Corporation
Law, subject to certain very limited exceptions, (ii) the Company may indemnify
its other employees and agents as set forth in the Delaware General Corporation
Law, (iii) the Company is required to advance expenses, as incurred, to its
directors and executive officers in connection with a legal proceeding to the
fullest extent permitted by the Delaware General Corporation Law, subject to
certain very limited exceptions and (iv) the rights conferred in the Bylaws are
not exclusive.
The Company intends to enter into Indemnification Agreements with each of
its directors and executive officers to give such directors and officers
additional contractual assurances regarding the scope of the indemnification set
forth in the Company's Amended and Restated Certificate of Incorporation and to
provide additional procedural protections. At present, there is no pending
litigation or proceeding involving a director, officer or employee of the
Company regarding which indemnification is sought, nor is the Company aware of
any threatened litigation that may result in claims for indemnification.
Reference is also made to Section 6 of the Purchase Agreement among the
Company, U.S. Bancorp Piper Jaffray Inc., William Blair & Company, L.L.C. and
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DLJdirect Inc. filed in connection with and as Exhibit 1.01 to the S-1
Registration Statement, which provides for the indemnification of officers,
directors and controlling persons of the Company against certain liabilities in
connection with the Company's initial public offering. The indemnification
provision in the Company's Amended and Restated Certificate of Incorporation,
Bylaws and the Indemnification Agreements entered into between the Company and
each of its directors and executive officers may be sufficiently broad to permit
indemnification of the Company's directors and executive officers for
liabilities arising under the Securities Act.
The Company, with approval by the Company's Board of Directors, expects to
obtain directors' and officers' liability insurance.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
Item 8. EXHIBITS
Exhibit No. Description of Exhibits
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5 Opinion of Willkie Farr & Gallagher regarding the legality of
the securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Willkie Farr & Gallagher (included in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to the 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
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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)(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 Company 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, 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 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.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
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defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 Town
of Westport, State of Connecticut, on this 24th day of June, 1999.
INTERNET.COM CORPORATION
By: /s/ Alan M. Meckler
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Alan M. Meckler
Chairman and Chief
Executive Officer
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POWER OF ATTORNEY
Each of the undersigned officers and directors of internet.com Corporation
hereby severally constitutes and appoints Alan M. Meckler as the
attorney-in-fact for the undersigned, in any and all capacities, with full power
of substitution, to sign any and all pre- or post-effective amendments to this
Registration Statement, any subsequent Registration Statement for the same
offering which may be filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and any and all pre- or post-effective amendments thereto, and
to file the same with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact 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 said attorney-in-fact may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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/ Alan M. Meckler
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Alan M. Meckler Director, Chairman June 23, 1999
and Chief Executive Officer
/s/ Christopher S. Cardell
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Christopher S. Cardell Director, President June 23, 1999
and Chief Operating Officer
/s/ Christopher J. Baudouin
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Christopher J. Baudouin Chief Financial Officer June 23, 1999
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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5 Opinion of Willkie Farr & Gallagher regarding the legality of the
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Willkie Farr & Gallagher (included in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
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WILLKIE FARR & GALLAGHER
787 Seventh Avenue
New York, NY 10019-6099
June 25, 1999
internet.com Corporation
20 Ketchum Street
Westport, CT 06880
Ladies and Gentlemen:
We have acted as counsel to internet.com Corporation (the "Company"), a
corporation organized under the laws of the State of Delaware, with respect to
the Company's Registration Statement on Form S-8 (the "Registration Statement")
to be filed by the Company with the Securities and Exchange Commission on or
about June 25, 1999, in connection with the registration under the Securities
Act of 1933, as amended (the "Act"), by the Company of an aggregate of 2,000,000
shares (the "Company Shares") of the Company's common stock, par value $0.01 per
share, issuable under the internet.com Corporation 1999 Stock Incentive Plan
(the "Plan").
We have examined copies of the Amended and Restated Certificate of Incorporation
and By-Laws of the Company, the Registration Statement and all resolutions
adopted by the Company's Board of Directors. We have also examined such other
documents, papers, statutes and authorities as we have deemed necessary to form
a basis for the opinion hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied on statements and
certificates of officers and representatives of the Company.
Based on the foregoing, we are of the opinion that, when the Registration
Statement has become effective under the Act, the Company Shares, when duly
issued, sold and paid for in accordance with the terms of the Plan, will be
legally issued, fully paid and non-assessable.
We are qualified to practice law in the State of New York and do not purport to
be experts on, or to express any opinion herein, concerning any law, other than
the laws of the State of New York, the General Corporation Law of the State of
Delaware and the federal laws of the United States of America.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Willkie Farr & Gallagher
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
registration statement.
/s/ Arthur Anderson LLP
Stamford, Connecticut
June 24, 1999
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EXHIBIT 23.2
(Contained in Exhibit 5)
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EXHIBIT 24
(Reference is made to the signature page)
