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As filed with the Securities and Exchange Commission on January 16, 2001
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
ENGAGE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3281378
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
100 BRICKSTONE SQUARE
ANDOVER, MA 01810
(Address of Principal Executive Offices) (Zip Code)
1995 EQUITY INCENTIVE PLAN
(Full title of the plans)
ANTHONY G. NUZZO
CHIEF EXECUTIVE OFFICER AND PRESIDENT
ENGAGE, INC.
100 BRICKSTONE SQUARE
ANDOVER, MA 01810
(Name and Address of Agent for Service)
(978) 684-3884
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE(2) OFFERING PRICE (2) REGISTRATION FEE
---------------------------- -------------- --------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 6,000,000 $1.047 $6,282,000 $1,570.50
2,504,186 $2.751 $6,889,016 $1,722.25
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8,504,186 $3,292.75
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(1) The number of shares of the Registrant's common stock, par value $.01 per
share (the "Common Stock"), stated above consists of the aggregate number
of additional shares not previously registered which may be sold upon the
exercise of options which have been granted or may hereafter be granted
under the Engage, Inc. 1995 Equity Incentive Plan (the "Plan"). The maximum
number of shares which may be sold upon the exercise of outstanding options
under the Plan is subject to adjustment in accordance with certain
anti-dilution and other provisions of the Plan. Accordingly, pursuant to
Rule 416 under the Securities Act of 1933, as amended (the "Securities
Act"), this Registration Statement covers, in addition to the number of
shares stated above, an indeterminate number of shares which may be subject
to grant or otherwise issuable after the operation of any such
anti-dilution and other provisions.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act as follows: (i) in the case of shares of Common Stock which
may be purchased upon exercise of outstanding options, the fee is
calculated on the basis of the price at which the options may be exercised;
and (ii) in the case of shares of Common Stock for which options have not
yet been granted and the option price of which is therefore unknown, the
fee is calculated on the basis of the average of the high and low sale
prices per share of the Common Stock on the National Market System of the
National Association of Securities Dealers Automated Quotation System
(NASDAQ) as of a date (January 10, 2001) within 5 business days prior to
filing this Registration Statement.
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EXPLANATORY NOTE
In accordance with the instructional Note to Part I of Form S-8, as promulgated
by the Securities and Exchange Commission, the information specified by Part I
of Form S-8 has been omitted from this Registration Statement on Form S-8 for
offers of Common Stock pursuant to the Engage, Inc. (the "Registrant") 1995
Equity Incentive Plan (the "Plan"). This Registration Statement on Form S-8
hereby registers 8,504,186 additional shares of Common Stock pursuant to the
Plan. This number includes 2,504,186 shares of Common Stock underlying options
to purchase shares of Common Stock which were exchanged for options to purchase
MediaBridge Technologies, Inc. common stock in connection with the Registrant's
acquisition of MediaBridge on September 11, 2000. A Registration Statement on
Form S-8 (File No. 333-93151), registering an aggregate of 30,000,000 shares of
Common Stock (adjusted for all of the Registrant's common stock dividends) under
the Plan was filed with the Securities and Exchange Commission on December 21,
1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this Registration Statement by reference:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act that
contains audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
document referred to in (a) above.
(c) The description of the Common Stock contained in a registration
statement filed under Section 12 of the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
All reports and 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 shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock registered under this
Registration Statement has been passed upon for the Registrant by Hale and Dorr
LLP, Boston, Massachusetts.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1, File No. 333-78015.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
ITEM 9. UNDERTAKINGS.
1. The 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; 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 (i) and (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 with or furnished to the Commission by the
Registrant pursuant to Section 13 or 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 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
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report
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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.
3. 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 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 Town of Andover, Massachusetts on this 16th day of January,
2001.
ENGAGE, INC.
By /s/ Anthony G. Nuzzo
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Anthony G. Nuzzo
Chief Executive Officer and President
We, the undersigned officers and directors of Engage, Inc. hereby severally
constitute and appoint Anthony G. Nuzzo and Robert W. Bartlett, Jr., and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Engage, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Anthony G. Nuzzo Chief Executive Officer and President January 16, 2001
------------------------------------ (principal executive officer)
Anthony G. Nuzzo
/s/ Robert W. Bartlett, Jr. Chief Financial Officer January 16, 2001
------------------------------------ and Treasurer (principal
Robert W. Bartlett, Jr. financial and accounting officer)
/s/ David S. Wetherell Director January 16, 2001
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David S. Wetherell
/s/ Edward A. Bennett Director January 16, 2001
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Edward A. Bennett
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Christopher A. Evans Director January 16, 2001
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Christopher A. Evans
/s/ Andrew J. Hajducky, III Director January 16, 2001
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Andrew J. Hajducky, III
/s/ Fredric D. Rosen Director January 16, 2001
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Fredric D. Rosen
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ENGAGE, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
4.1(1) Certificate of Incorporation of the Registrant
4.2(1) By-Laws of the Registrant
4.3(1) Specimen Certificate of Common Stock of the Registrant
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in opinion of counsel
filed as Exhibit 5)
23.2 Consent of KPMG LLP
24 Power of Attorney to file future amendments (set forth on the
signature page of this Registration Statement)
99.1(2) 1995 Equity Incentive Plan, as amended and restated through April
28, 2000
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(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1, as amended (File No. 333-78015) and the registrant's
Form 10-Q filed with the SEC on June 14, 2000.
(2) Incorporated herein by reference from the Registrant's Definitive Proxy
Statement filed with the SEC on April 7, 2000.
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