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As filed with the Securities and Exchange Commission on October 25, 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)
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<S> <C>
Delaware 95-4438337
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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225 West Hillcrest Drive, Suite 100
Thousand Oaks, California 91360-7884
(Address of Principal Executive Offices, including Zip Code)
The Hessel Group, Inc. 2000 Stock Option Plan
Options Granted Under the Hessel Group, Inc. 2000 Stock Option Plan
and Assumed by Homestore.com, Inc.
(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
CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum Amount of
to be Offering Price Per Aggregate Offering Registration
Title of Securities to be Registered Registered Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 135,421 (1) $47.125 (2) $ 6,381,714 $1,685
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Common Stock, $0.001 par value 264,579 (3) $ 26.00 (4) $ 6,879,054 $1,816
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Total 400,000 (4) $13,260,768 $3,501
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(1) Represents shares subject to outstanding options.
(2) Weighted average per share exercise price for outstanding options pursuant
to Rule 457(h)(1).
(3) Represents additional shares reserved for issuance under The Hessel Group,
Inc. 2000 Stock Option Plan assumed by Homestore.com, Inc. This registration
statement shall cover any additional shares of common stock which become
issuable under the assumed options or assumed 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.
(4) 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 October 20, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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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) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or the latest prospectus filed by
the Registrant pursuant to Rule 424(b) under the Securites Act
of 1934, as amended (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
Registrant's annual report or prospectus referred to in (a)
above.
(c) The description of the Registrant's common stock contained in
the Registrant's registration statement on Form 8-A filed with
the Commission under Section 12 of the Exchange Act, including
any amendment or report filed for the purpose of updating such
description, and the description of the 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.
2
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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;
. 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.
See also the undertakings set out in response to Item 9.
Reference is also made to the following documents regarding relevant
indemnification provisions described above and elsewhere herein:
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Exhibit Document Number
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Form of Underwriting Agreement (incorporated by reference to Exhibit 1.01 to 1.01
Registrant's 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, 4.01
1999.
Registrant's Amended and Restated Bylaws dated February 4, 1999 4.03
Form of Indemnity Agreement between Registrant and each of its directors and 10.01
executive officers. (incorporated by reference to Exhibit 10.01 to the Form
S-1).
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Item 7. Exemption from Registration Claimed.
Not applicable.
3
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Item 8. Exhibits.
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Exhibit Number Exhibit Title
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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 (incorporated by reference to Exhibit 3.02 to
the Form S-1).
4.03 Registrant's Amended and Restated Bylaws (incorporated by
reference to Exhibit 3.04 to the Form S-1).
4.04 Form of Specimen Certificate for Registrant's common stock
(incorporated by reference to Exhibit 4.01 to the Form S-1).
4.05 The Hessel Group, Inc. 2000 Stock Option Plan.
5.01 Opinion of Counsel.
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 Counsel (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP, independent
accountants.
24.01 Power of Attorney (see page 6).
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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
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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
4
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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.
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(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
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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 25 day of
October, 2000.
HOMESTORE.COM, INC.
By: /s/ John M. Giesecke, Jr.
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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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Signature Title Date
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<S> <C> <C>
Principal Executive Officer:
/s/ Stuart H. Wolff Chairman of the Board, Chief Executive October 25, 2000
---------------------------------------- Officer and Director
Stuart H. Wolff
Principal Financial Officer and
Principal Accounting Officer
/s/ John M. Giesecke, jr. Chief Financial Officer and Secretary October 25, 2000
----------------------------------------
John M. Giesecke, Jr.
Additional Directors
/s/ Richard R. Janssen Director October 25, 2000
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Richard R. Janssen
/s/ L. John Doerr Director October 25, 2000
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L. John Doerr
/s/ Joe F. Hanauer Director October 25, 2000
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Joe F. Hanauer
/s/ William E. Kelvie Director October 25, 2000
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William E. Kelvie
/s/ Kenneth K. Klein Director October 25, 2000
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Kenneth K. Klein
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6
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EXHIBIT INDEX
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Exhibit Exhibit
Number Title
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1.01 Form of Underwriting Agreement (incorporated by reference to Exhibit 3.01 to the Registrant's
registration statement of 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 (incorporated by reference to
Exhibit 3.02 to the Form S-1).
4.03 Registrant's Amended and Restated Bylaws (incorporated by reference to Exhibit 3.04 to the Form
S-1).
4.04 Form of Specimen Certificate for Registrant's common stock (incorporated by reference to Exhibit
4.01 to the Form S-1).
4.05 The Messel Group, Inc. 2000 Stock Option Plan.
5.01 Opinion of Counsel.
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 Counsel (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP, independent accountants.
24.01 Power of Attorney (see page 6).
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