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As filed with the Securities and Exchange Commission on September 20, 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
HOMESTORE.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-4438337
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
225 West Hillcrest Drive, Suite 100
Thousand Oaks, California 91360-7884
(Address of Principal Executive Offices, including Zip Code)
Homestore.com, Inc. 1999 Employee Stock Purchase Plan
Homestore.com, Inc. 1999 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 91360-7884
(805) 557-2300
(Name, Address and Telephone Number of Agent For Service)
Copies to:
C. Kevin Kelso, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Price Aggregate Registration
Title of Securities to be Registered Per Share Offering Price Fee
Registered
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 876,753 (1) $46.69 (2) $ 40,935,597 $10,807
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Common Stock, $0.001 par value 2,632,705 (1) (3) $26.88 (4) $ 70,767,110 $16,683
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Total 3,509,458 $111,702,707 $29,490
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(1) Represents 3,158,509 additional shares reserved for issuance upon exercise
of stock options under the Registrant's 1999 Stock Incentive Plan, which
amount represents an automatic increase effective January 1, 2000 equal to
4.5% of the total outstanding shares of the Registrant's common stock as of
December 31, 1999. Also includes 350,949 additional shares available for
issuance under the Registrant's 1999 Employee Stock Purchase Plan, which
amount represents an automatic increase effective January 1, 2000 equal to
0.5% of the total outstanding shares of the Registrant's common stock as of
December 31, 1999. Shares issuable upon exercise of stock options under
the Registrant's 1999 Stock Incentive Plan, and shares available for
issuance under the Registrant's 1999 Employee Stock Purchase Plan, were
originally registered on a Registration Statement on Form S-8 (File No.
333-84545), filed on August 4, 1999 ("The Original Form S-8 Registration
Statement"). This registration statement shall cover any additional shares
of common stock which become issuable under the Homestore.com, Inc. 1999
Stock Incentive Plan or 1999 Employee Stock Purchase Plan by reason of any
stock dividend, stock split, recapitalization or any other similar
transactions without receipt of consideration which results in an increase
in the number of shares of the Registrant's outstanding common stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, and based
upon an average of the high and low sales price as reported on the Nasdaq
National Market on September 12, 2000.
(3) Represents shares subject to options outstanding as of July 31, 2000 under
the Registrant's 1999 Stock Incentive Plan.
(4) Weighted average per share exercise price for such outstanding options
pursuant to Rule 457(h)(1)
<PAGE>
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
Incorporation by Reference of Previous Registration Statement
-------------------------------------------------------------
Pursuant to General Instruction E of Form S-8, the Registrant is filing
this Registration Statement with the Securities and Exchange Commission (the
"Commission") to register an additional 3,158,509 shares under the
Homestore.com, Inc. 1999 Stock Incentive Plan, and an additional 350,949 shares
under the Homestore.com, Inc. 1999 Employee Stock Purchase Plan, pursuant to the
provisions of those plans providing for an automatic increase in the number of
shares reserved for issuance under such plans. Pursuant to General Instruction
E, the contents of the Original Form S-8 Registration Statement are hereby
incorporated by reference into this registration statement.
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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 20th day
of September 2000.
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.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ Stuart H. Wolff Chairman of the Board, Chief Executive September 20, 2000
---------------------------------------- Officer and Director
Stuart H. Wolff
Principal Financial Officer and
Principal Accounting Officer
/s/ John M. Giesecke, Jr. Chief Financial Officer and Secretary September 20, 2000
----------------------------------------
John M. Giesecke, Jr.
Additional Directors
/s/ Richard R. Janssen Director September 20, 2000
----------------------------------------
Richard R. Janssen
/s/ L. John Doerr Director September 20, 2000
----------------------------------------
L. John Doerr
/s/ Joe F. Hanauer Director September 20, 2000
----------------------------------------
Joe F. Hanauer
/s/ William E. Kelvie Director September 20, 2000
----------------------------------------
William E. Kelvie
/s/ Kenneth K. Klein Director September 20, 2000
----------------------------------------
Kenneth K. Klein
</TABLE>
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Exhibit Index
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<TABLE>
<CAPTION>
Exhibit Exhibit
Number Title
------- -------
<C> <S>
5.01 Opinion of Fenwick & West LLP regarding legality of the securities being registered.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP, independent accountants.
24.01 Power of Attorney (see page 2).
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