<PAGE>
As filed with the Securities and Exchange Commission on August 4, 1999
Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HOMESTORE.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
Delaware 95-4438337
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
</TABLE>
225 West Hillcrest Drive, Suite 100
Thousand Oaks, California 91360
(Address of Principal Executive Offices, including Zip Code)
homestore.com 1999 Employee Stock Purchase Plan
homestore.com 1999 Equity Incentive Plan
NetSelect 1999 Stock Incentive Plan
SpringStreet 1997 Stock Incentive Plan
NetSelect 1996 Stock Incentive Plan
(Full Title of the Plans)
Stuart H. Wolff
Chairman of the Board and Chief Executive Officer
homestore.com, Inc.
225 West Hillcrest Drive, Suite 100
Thousand Oaks, California 91360
(805) 557-2300
(Name, Address and Telephone Number of Agent For Service)
Copies to:
Gordon K. Davidson, Esq.
Laird H. Simons III, Esq.
Jeffrey R. Vetter, Esq.
David A. Bell, Esq.
Andrew J. Schultheis, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, CA 94306
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Price Per Aggregate Offering Registration
Title of Securities to be Registered Registered Share Price Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 7,733,630 (1) $20.00 $154,672,600.00 $42,999
Common Stock, $0.001 par value 5,921,635 (2) $ 5.99 35,470,593.65 $ 9,861
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL 13,655,265 $190,143,193.65 $52,860
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the aggregate of 4,900,000 shares reserved for issuance upon
exercise of stock options under Registrant's 1999 Stock Incentive Plan,
750,000 shares reserved for issuance upon exercise of stock options under
Registrant's 1999 Employee Stock Purchase Plan and 2,083,630 shares
available for grant under Registrant's 1999 Equity Incentive Plan.
(2) Represents 3,342,380 shares subject to options outstanding as of June 30,
1999 under Registrant's 1999 Equity Incentive Plan, and 2,579,255 shares
subject to options outstanding as of June 30, 1999 under Registrant's 1996
Stock Incentive Plan.
<PAGE>
PART II
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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 incorporated herein by reference:
(a) Registrant's prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), which
contains audited financial statements of Registrant as of December 31,
1997 and 1998 and for each of the years in the three-year period ended
December 31, 1998.
(b) The description of Registrant's common stock set forth under the
caption "Description of Capital Stock" on pages 84 through 88 of the
prospectus included in Registrant's registration statement on Form S-1,
File No. 333-79689, filed May 28, 1999, and any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by 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 registered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers and Limitation of Liability.
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 Section 145 of the Delaware General Corporation Law,
Registrant's 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:
. for any breach of the director's duty of loyalty to Registrant or its
stockholders,
. for acts or omissions not in good faith or that involve intentional
misconduct or a knowing
violation of law;
. under Section 174 of the Delaware General Corporation Law regarding
unlawful dividends and stock purchases; and
. for any transaction from which the director derived an improper
personal benefit.
As permitted by the Delaware General Corporation Law, Registrant's Bylaws
provide that:
. Registrant is required to indemnify its directors and officers to the
fullest extent permitted by the Delaware General Corporation Law,
subject to limited exceptions;
. Registrant may indemnify its other employees and agents to the extent
that it indemnifies its officers and directors, unless otherwise
required by law, its certificate of incorporation, its bylaws or
agreements to which it is a party;
2
<PAGE>
. Registrant is required to advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding to the
fullest extent permitted by the Delaware General Corporation Law,
subject to limited exceptions; and
. the rights conferred in the Bylaws are not exclusive.
Registrant has entered into Indemnity Agreements with each of its current
directors and officers to give such directors and officers additional
contractual assurances regarding the scope of the indemnification set forth in
Registrant's 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 Registrant regarding which indemnification is
sought, nor is Registrant aware of any threatened litigation that may result in
claims for indemnification.
Reference is also made to Section 7 of the Underwriting Agreement relating
to Registrant's initial public offering, effected pursuant to a registration
statement on Form S-1 (File No. 333-79689), which provides for the
indemnification of officers, directors and controlling persons of Registrant
against certain liabilities. The indemnification provision in Registrant's
Certificate of Incorporation, Bylaws and the Indemnity Agreements entered into
between Registrant and each of its directors and officers may be sufficiently
broad to permit indemnification of Registrant's directors and officers for
liabilities arising under the Securities Act.
Registrant maintains directors' and officers' liability insurance and
intends to extend that coverage for public securities matters.
See also the undertakings set out in response to Item 9.
Reference is also made to the following documents filed as exhibits to this
registration statement regarding relevant indemnification provisions described
above and elsewhere herein:
<TABLE>
<CAPTION>
Exhibit Document Number
---------------- ------
<S> <C>
Form of Underwriting Agreement (incorporated by reference to Exhibit 1.01 to Registrant's 1.01
registration statement on Form S-1, File No. 333-79689, declared effective August 4, 1999
(the "Form S-1")).
Registrant's Amended and Restated Certificate of Incorporation dated April 8, 1999 4.01
Registrant's Amended and Restated Certificate of Incorporation to be filed immediately 4.02
after the closing of its underwritten initial public offering
Registrant's Amended and Restated Bylaws dated February 4, 1999 4.03
Registrant's Amended and Restated Bylaws to be filed immediately after the closing of its 4.04
underwritten initial public offering
Amended and Restated Rights Agreement dated October 16, 1998 4.03
Form of Indemnity Agreement between Registrant and each of its directors and executive 10.01
officers (incorporated by reference to Exhibit 10.01 to the Form S-1).
</TABLE>
Item 7. Exemption from Registration Claimed.
Not applicable.
3
<PAGE>
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit Exhibit
Number Title
------ -----
<S> <C>
1.01 Form of Underwriting Agreement (incorporated by reference to Exhibit 1.01 to Registrant's
registration statement on Form S-1, File No. 333-79689, declared effective August 4, 1999 (the "Form
S-1")).
4.01 Registrant's Amended and Restated Certificate of Incorporation dated April 8, 1999 (incorporated by
reference to Exhibit 3.01 to the Form S-1).
4.02 Registrant's Amended and Restated Certificate of Incorporation to be filed immediately after the
closing of its underwritten initial public offering (incorporated by reference to Exhibit 3.02 to
the Form S-1).
4.03 Registrant's Amended and Restated Bylaws dated February 4, 1999 (incorporated by reference to
Exhibit 3.03 to the Form S-1).
4.04 Registrant's Amended and Restated Bylaws to be filed immediately after the closing of its
underwritten initial public offering (incorporated by reference to Exhibit 3.04 to the Form S-1).
4.05 Form of Specimen Certificate for Registrant's common stock (incorporated by reference to Exhibit
4.01 to the Form S-1).
4.06 NetSelect, Inc. Second Amended and Restated Stockholders Agreement dated January 28, 1999
(incorporated by reference to Exhibit 4.02.1 to the Form S-1).
4.07 Amendment No.1 to NetSelect, Inc. Second Amended and Restated Stockholders Agreement dated January
28, 1999 (incorporated by reference to Exhibit 4.02.2 to the Form S-1).
4.08 NetSelect Inc. 1996 Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to the Form
S-1).
4.09 NetSelect Inc. 1999 Equity Incentive Plan (incorporated by reference to Exhibit 10.18 to the Form
S-1).
4.10 Registrant's 1999 Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to the Form S-1).
4.11 Registrant's 1999 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.19 to the
Form S-1).
4.12 InfoTouch Corporation 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.20 to the
Form S-1).
5.01 Opinion of Fenwick & West LLP.
10.01 Form of Indemnity Agreement between Registrant and each of its directors and executive officers
(incorporated by reference to Exhibit 10.01 to the Form S-1).
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.03 Consent of Ernst & Young LLP, independent auditors.
23.04 Consent of Deloitte & Touche, independent auditors (incorporated by reference to Exhibit 23.08
to the Form S-1).
24.01 Power of Attorney (see page 6).
</TABLE>
4
<PAGE>
Item 9. Undertakings.
The undersigned 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:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) 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
(c) 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 (1)(a) and (1)(b) above 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 Registrant pursuant to Section 13 or Section 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.
(4) That, for purposes of determining any liability under the Securities Act,
each filing of 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
----
fide offering thereof.
- ----
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
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 Registrant of expenses
incurred or paid by a director, officer or controlling person of 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 hereby, 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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Thousand Oaks, State of California, on this 4th day
of August, 1999.
HOMESTORE.COM, INC.
By: /s/ John M. Giesecke, Jr.
-------------------------
John M. Giesecke, Jr.
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints John M. Giesecke, Jr. and Stuart H.
Wolff, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution, 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 on Form S-8, and to file the same
with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, 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 said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ Stuart H. Wolff Chairman of the Board, Chief Executive August 4, 1999
- ---------------------------------------- Officer and Director
Stuart H. Wolff
Principal Financial Officer and
Principal Accounting Officer
/s/ John M. Giesecke, jr. Chief Financial Officer and Secretary August 4, 1999
- ----------------------------------------
John M. Giesecke, Jr.
Additional Directors
/s/ Richard R. Janssen Director August 4, 1999
- ----------------------------------------
Richard R. Janssen
/s/ Michael C. Brooks Director August 4, 1999
- ----------------------------------------
Michael C. Brooks
/s/ Nigel D. T. Andrews Director August 4, 1999
- ----------------------------------------
Nigel D. T. Andrews
/s/ L. John Doerr Director August 4, 1999
- ----------------------------------------
L. John Doerr
/s/ Joe F. Hanauer Director August 4, 1999
- ----------------------------------------
Joe F. Hanauer
/s/ William E. Kelvie Director August 4, 1999
- ----------------------------------------
William E. Kelvie
/s/ Kenneth K. Klein Director August 4, 1999
- ----------------------------------------
Kenneth K. Klein
</TABLE>
6
<PAGE>
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit Exhibit
Number Title
------ -----
<S> <C>
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.03 Consent of Ernst & Young LLP, independent auditors.
24.01 Power of Attorney (see page 6).
</TABLE>
7
<PAGE>
EXHIBIT 5.01
------------
August 2, 1999
HomeStore.com, Inc.
225 West Hillcrest Drive, Suite 100
Thousand Oaks, CA 91360
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by you with the Securities and
Exchange Commission (the "Commission" File No. 333-_________) on or about
August 4, 1999 in connection with the registration under the Securities Act of
1933, as amended, of an aggregate of 13,655,265 shares of your Common Stock (the
"Stock"), subject to issuance by you upon the exercise of (a) stock options
granted by you under your 1999 Stock Incentive Plan, as amended (the "1999 Stock
Incentive Plan"), (b) stock options granted or to be granted by your under your
1999 Equity Incentive Plan, which plan has been terminated and under which no
further options will be granted (the "1999 Equity Incentive Plan "), (c) stock
options granted by you under your SpringStreet 1997 Stock Incentive Plan, which
plan has been terminated and under which no further options will be granted (the
"SpringStreet 1997 Stock Incentive Plan "), (d) stock options granted by you
under your 1996 Stock Incentive Plan, which plan has been terminated and under
which no further options will be granted (the "1996 Stock Incentive Plan Plan ")
or (e) purchase rights granted or to be granted under your 1999 Employee Stock
Purchase Plan, as amended (the "Purchase Plan"). The plans referred to in
clauses (a) through (e) above are collectively referred to in this letter as the
"Plans"). In rendering this opinion, we have examined the following:
(1) your registration statement on Form S-1 (File Number 333-79689) filed
with and declared effective by the Commission on August 4, 1999,
together with the Exhibits filed as a part thereof, including without
limitation, each of the Plans and related stock option grant and
exercise agreements;
(2) your registration statement on Form 8-A (File Number 000-26659) filed
with the Commission on July 9, 1998, together with the order of
effectiveness issued by the Commission therefor on August 4, 1999;
(3) the Registration Statement, together with the Exhibits filed as a part
thereof;
(4) the Prospectuses prepared in connection with the Registration
Statement;
(5) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in your minute
books that are in our possession; and
(6) the stock records that you have provided to us (consisting of a list
of stockholders issued by your transfer agent and dated of even date
herewith and a list of option and warrant holders respecting your
capital and of any rights to purchase capital stock that was prepared
by you and dated July 7, 1999 verifying the number of such issued and
outstanding securities).
(7) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations.
We have also confirmed the continued effectiveness of your registration
under the Securities Exchange Act of 1934, as amended, by telephone call to the
offices of the Commission and have confirmed your eligibility to use Form S-8.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the
<PAGE>
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies, the legal capacity of all
natural persons executing the same, the lack of any undisclosed terminations,
modifications, waivers or amendments to any documents reviewed by us and the due
execution and delivery of all documents where due execution and delivery are
prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from records referred to
above. We have made no independent investigation or other attempt to verify the
accuracy of any of such information or to determine the existence or non-
existence of any other factual matters; however, we are not aware of any facts
-------
that would cause us to believe that the opinion expressed herein is not
accurate.
Based upon the foregoing, it is our opinion that the 13,655,265 shares of
Stock that may be issued and sold by you upon the exercise of (a) stock options
granted by you under your 1999 Stock Incentive Plan, (b) stock options granted
or to be granted by your under your 1999 Equity Incentive Plan, (c) stock
options granted by you under your SpringStreet 1997 Stock Incentive Plan, (d)
stock options granted by you under your 1996 Stock Incentive Plan or (e)
purchase rights granted or to be granted under your 1999 Employee Stock Purchase
Plan, when issued and sold in accordance with the applicable plan and stock
option or purchase agreements to be entered into thereunder, and in the manner
referred to in the relevant Prospectus associated with the Registration
Statement, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof. This
opinion is intended for the your use as an exhibit to the Registration Statement
for the purpose of the above sale of the Stock and is not to be relied upon for
any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: /s/ Jeffrey R. Vetter
---------------------
<PAGE>
EXHIBIT 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of homestore.com, Inc. on Form S-8 of our report dated March 31, 1999,
except as to the stock splits described in Note 20, which are as of April 5,
1999 and August 4, 1999, on our audits of the consolidated financial statements
of homestore.com, Inc. as of December 31, 1997 and 1998 and for each of the
three years in the period ended December 31, 1998.
PricewaterhouseCoopers LLP
Century City, California
August 4, 1999
<PAGE>
EXHIBIT 23.03
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated April 12, 1999, with respect to
the financial statements of SpringStreet, Inc. incorporated by reference in this
Registration Statement (Form S-8 No. 333-_______)
/s/ Ernst & Young LLP
San Francisco, California
July 30, 1999
