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As filed with the Securities and Exchange Commission on June 7, 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
INTERNET.COM CORPORATION
(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)
23 Old Kings Highway South
Darien, Connecticut 06820
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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
23 Old Kings Highway South
Darien, Connecticut 06820
(203) 662-2800
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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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Proposed Proposed
maximum maximum Amount of
Title of offering aggregate regis-
Securities to be Amount to be price per offering tration
Registered registered(1) share (2) price (2) fee
--------------------- ----------------- ------------- -------------- -----------
Common Stock, par
value $0.01 per 4,000,000 $16.4375 $65,750,000 $17,358
share
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(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. In addition, this Registration Statement covers an
indeterminable number of additional shares as may hereafter be offered or
issued, pursuant to the Plan, to prevent dilution resulting from stock
splits, stock dividends or similar transactions effected without the
receipt of consideration.
(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").
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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 Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(b) The Company's Quarterly Report on form 10-Q for the quarter ended March
31, 2000, filed pursuant to the Exchange Act.
(c) The Company's Registration Statement on Form S-8 (Registration No.
333-81633), filed on June 25, 1999 pursuant to the Securities Act; and
(d) 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
Exchange Act, contained in the Company's 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, pursuant to the Securities Act.
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.
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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).
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 Darien, State of Connecticut, on this 7th day of June, 2000.
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 Director, Chairman June 7, 2000
------------------------------ and Chief Executive Officer
Alan M. Meckler
/s/ Christopher S. Cardell Director, President June 7, 2000
------------------------------ and Chief Operating Officer
Christopher S. Cardell
/s/ Christopher J. Baudouin Chief Financial Officer June 7, 2000
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Christopher J. Baudouin
/s/ Gilbert F. Bach Director June 7, 2000
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Gilbert F. Bach
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/s/ Michael J. Davies Director June 7, 2000
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Michael J. Davies
/s/ William A. Shutzer Director June 7, 2000
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William A. Shutzer
