<PAGE> 1
As filed with the Securities and Exchange Commission on October 30, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
WOMEN.COM NETWORKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-4059516
(State of Incorporation) (I.R.S. Employer Identification No.)
----------
1820 GATEWAY DRIVE, SUITE 100
SAN MATEO, CALIFORNIA 94404
(650) 378-6500
(Address of principal executive offices)
----------
WOMEN.COM NETWORKS, INC.
AMENDED AND RESTATED 1998 EQUITY INCENTIVE PLAN
(Full title of the plan)
MARLEEN R. MCDANIEL
CHAIRPERSON OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
WOMEN.COM NETWORKS, INC.
1820 GATEWAY DRIVE, SUITE 100
SAN MATEO, CALIFORNIA 94404
(650) 378-6500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
Copies to:
MARK TANOURY, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306-2155
(650) 843-5000
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered (1) Price per Share (2) Offering Price (2) Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $.001 5,850,000 $ 1.4375 $ 8,409,375 $ 2,337.81
Shares issuable pursuant
to outstanding options
under the Registrant's 6,722,576 $ 7.18(a) $48,268,095
Amended and Restated 1998
Equity Incentive Plan
Common Stock reserved for
future issuance under the
Registrant's Amended and 2,499,106 $ 1.4375(b) $ 3,592,464
Restated 1998 Equity
Incentive Plan,
=================================================================================================================================
</TABLE>
(1) This Registration Statement shall cover any additional shares of Common
Stock which become issuable under the plans set forth herein by reason
of any stock dividend, stock split, recapitalization or any other
similar transaction without receipt of consideration which results in an
increase in the umber of shares of the Registrant's outstanding Common
Stock of Women.com Networks, Inc. (the "Registration Statement").
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon (a) the weighted average
exercise price per share for shares subject to outstanding options
granted by the Company under the Amended and Restated 1998 Equity
Incentive Plan, (the "Plan") or (b) the average of the high and low
prices of the Registrant's Common Stock as reported on the Nasdaq Stock
Market on October 25, 2000 for shares reserved for future issuance under
the Plan.
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 5,850,000 shares of Registrant's Common Stock to be
issued pursuant to the Registrant's Amended and Restated 1998 Equity Incentive
Plan.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Women.com Networks, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the year ended December 31, 1999;
(c) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed May 13, 1999, under the Exchange
Act, including any amendment or report filed for the purpose of updating such
description; and
(d) The Company's Registration Statement on Form S-8 (No. 333-89753)
filed under the Securities Act on October 27, 1999.
All reports and other documents subsequently filed by the Company
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
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby will be passed upon for
the Company by Cooley Godward llp, Palo Alto, California ("Cooley Godward"). An
investment partnership comprised of members and senior associates and Cooley
Godward beneficially owns 19,791 shares of the Registrant's Common Stock and
individual members and associates of Cooley Godward beneficially own an
aggregate of 2,700 shares of the Registrant's Common Stock.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes 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 of 1933, as amended.
As permitted by Delaware law, our 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 (1) for any breach of the director's duty of loyalty to us or our
stockholders; (2) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (3) under Section 174 of
the Delaware General Corporation Law regarding unlawful dividends and stock
purchases; or (4) for any transaction from which the director derived an
improper personal benefit.
As permitted by Delaware law, our Restated Certificate of Incorporation
provides that (1) we are required to indemnify our directors and officers to the
fullest extent permitted by Delaware law, subject to certain very
1.
<PAGE> 3
limited exceptions; (2) we are permitted to indemnify our other employees to the
extent that we indemnify our officers and directors, unless otherwise required
by law, our Restated Certificate of Incorporation, our bylaws or agreements; (3)
we are required to advance expenses, as incurred, to our directors and officers
in connection with a legal proceeding to the fullest extent permitted by
Delaware law, subject to certain very limited exceptions; and (4) the rights
conferred in the Restated Certificate of Incorporation are not exclusive.
Our Amended and Restated Bylaws provide that we shall indemnify our
directors and executive officers and may indemnify our other offices and
employees and other agents to the fullest extent permitted by law. We believe
that indemnification under our Amended and Restated Bylaws covers at least
negligence and gross negligence on the part of indemnified parties. Our Amended
and Restated Bylaws also permit us to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or her
actions in such capacity, regardless of whether the Amended and Restated Bylaws
would permit indemnification.
We have entered into agreements to indemnify our directors and executive
officers, in addition to indemnification provided for in our Amended and
Restated Bylaws. These agreements, among other things, indemnify our directors
and executive officers for certain expenses, including attorneys' fees,
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by us arising out of such person's
services as our director or executive officer, any of our subsidiaries or any
other company or enterprise to which the person provides services at our
request. We believe that these provisions and agreements are necessary to
attract and retain qualified persons as directors and executive officers.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
<S> <C>
4.1(1) Restated Certificate of Incorporation of the Company.
4.2(1) Amended and Restated Bylaws of the Company.
5.1(2) Opinion of Cooley Godward LLP.
23.1(2) Consent of PricewaterhouseCoopers LLP, Independent Public
Accountants.
23.2(2) Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney is contained on the signature pages.
99.1(2) Amended and Restated 1998 Equity Incentive Plan.
</TABLE>
--------------------------
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (No. 333- 78363).
(2) Filed herewith
<PAGE> 4
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 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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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 issuer
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference herein.
(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 herein, 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
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
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 herein, 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 Securities and
Exchange 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.
3.
<PAGE> 5
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 City of San Mateo, State of California, on October 30, 2000.
WOMEN.COM NETWORKS, INC.
By /s/ Marleen McDaniel
----------------------------------
Marleen McDaniel
Title: Chairperson of the Board, Chief
Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Marleen McDaniel, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her 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 attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as her or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or her substitutes or
substitute, 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/ Marleen McDaniel Chairperson of the Board, Chief October 30, 2000
------------------------------------ Executive Officer and President
Marleen McDaniel (Principal Executive Officer)
/s/ Barry Weinman Director October 30, 2000
------------------------------------
Barry Weinman
/s/ William Miller Director October 30, 2000
------------------------------------
William Miller
/s/ Cathleen Black Director October 30, 2000
------------------------------------
Cathleen Black
/s/ Alfred Sikes Director October 30, 2000
------------------------------------
Alfred Sikes
/s/ Mark Miller Director October 30, 2000
------------------------------------
Mark Miller
/s/ James Asher Director October 30, 2000
------------------------------------
James Asher
/s/ David Galloway Director October 30, 2000
------------------------------------
David Galloway
</TABLE>
4.
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1(1) Restated Certificate of Incorporation of the Company.
4.2(1) Amended and Restated Bylaws of the Company.
5.1(2) Opinion of Cooley Godward LLP.
23.1(2) Consent of PricewaterhouseCoopers LLP, Independent Public
Accountants.
23.2(2) Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney is contained on the signature pages.
99.1(2) Amended and Restated 1998 Equity Incentive Plan.
</TABLE>
----------
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (No. 333- 78363).
(2) Filed herewith
