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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
U.S. Interactive, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3316696
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2012 Renaissance Boulevard
King of Prussia, PA 19406
(Address of Principal Executive Offices and Zip Code)
Amended and Restated 2000 Performance Incentive Plan of U.S. Interactive, Inc.
Amended and Restated 1998 Performance Incentive Plan of U.S. Interactive, Inc.
Soft Plus, Inc. 1997 Stock Plan (formerly Amended and Restated 1994 Stock Plan)
Soft Plus, Inc. 1999 Stock Option Plan
Soft Plus, Inc. 1999 Stock Plan
U.S. Interactive, Inc. Employee Stock Purchase Plan
(Full Titles of the Plans)
Stephen T. Zarrilli
Chief Executive Officer and President
U.S. Interactive, Inc.
2012 Renaissance Boulevard
King of Prussia, PA 19406
(Name and Address of Agent For Service)
(610) 313-9700
(Telephone Number, Including Area Code, of Agent For Service)
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Copy to:
Susan E. Pendery, Esquire
Merritt A. Cole, Esquire
Dilworth Paxson LLP
3200 Mellon Bank Center
1735 Market Street
Philadelphia, Pennsylvania 19103-7595
(215) 575-7000
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title Of Securities Amount To Offering Price Aggregate Offering Amount Of
To Be Registered Be Registered Per Share Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 Par Value 2,902,350 shares $14.50 (1) $42,084,075.00 (1) $11,110.20(1)
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Common Stock, $.001 Par Value 4,473,927 shares $13.10 (2) $58,608,443.70 (2) $15,472.63(2)
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Total Fee $100,692,518.70 $26,582.83
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(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on
the basis of the average of the high and low prices for the Common Stock on
July 3, 2000, as reported by the Nasdaq National Market System, for shares
of Common Stock reserved for issuance under stock options or otherwise to
be granted in the future under the above mentioned plans.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
the basis of the weighted average price at which stock options which have
already been granted under the above mentioned plans may be exercised.
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This registration statement relates to a total of 7,376,277 shares of
common stock, $.001 par value (the "Common Stock"), which are reserved for
future sale and issuance by U.S. Interactive, Inc. (the "Company") as follows:
(i) a total of 1,355,259 shares of Common Stock which are reserved for future
sale and issuance upon the exercise of options previously granted under the
Amended and Restated 2000 Performance Incentive Plan of U.S. Interactive, Inc.
(the "2000 Plan"); (ii) a total of 144,741 shares of Common Stock which are
reserved for future sale and issuance upon the exercise of options which may be
granted in the future under the 2000 Plan; (iii) a total of 1,742,391 additional
shares of Common Stock which are reserved for future sale and issuance upon the
exercise of options previously granted under the Amended and Restated 1998
Performance Incentive Plan of U.S. Interactive, Inc. (the "1998 Plan"); (iv) a
total of 1,757,609 additional shares of Common Stock which are reserved for
future sale and issuance upon the exercise of options which may be granted in
the future under the 1998 Plan; (v) a total of 391,331 shares of Common Stock
which are reserved for future sale and issuance upon the exercise of options
previously granted under the Soft Plus, Inc. 1997 Stock Plan (formerly Amended
and Restated 1994 Stock Plan); (vi) a total of 339,293 shares of Common Stock
which are reserved for future sale and issuance upon the exercise of options
previously granted under the Soft Plus, Inc. 1999 Stock Option Plan; (vii) a
total of 645,653 shares of Common Stock which are reserved for future sale and
issuance upon the exercise of options previously granted under the Soft Plus,
Inc. 1999 Stock Plan; and (viii) a total of 1,000,000 shares of Common Stock
which are reserved for future sale and issuance under the terms of the U.S.
Interactive, Inc. Employee Stock Purchase Plan. Pursuant to Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act"), an indeterminate
amount of additional Shares, which may become issuable pursuant to the
anti-dilution provisions of any of the above mentioned plans are also being
registered hereunder. The Company's Registration Statement on Form S-8 (Reg. No.
333-88033), which relates to a total of 3,000,000 shares of Common Stock
previously registered for offer and sale under the 1998 Plan, is incorporated by
reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Company are incorporated in this registration statement by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the
registrant document referred to in (a) above; and
(c) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A under Section
12(g) of the Exchange Act, including any amendment or report
filed to update the description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
have been sold or which deregisters all shares of Common Stock then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing 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 that 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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The law firm of Dilworth Paxson LLP has rendered an opinion regarding
the legality of the Shares registered hereunder. As of June 9, 2000, certain
partners of Dilworth Paxson LLP beneficially owned in the aggregate
approximately 45,994 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") contains certain provisions permitted under the
General Corporation Law of Delaware, as amended ("Delaware GCL"), which
eliminate the personal liability of directors for monetary damages for a breach
of the director's fiduciary duty, except for: (i) breach of a director's duty of
loyalty; (ii) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) the unlawful payment of
dividends, stock purchase or stock redemption, or (iv) any transaction from
which the director derives any improper personal benefit. The Certificate of
Incorporation also contains provisions indemnifying the Company's directors,
officers and employees to the fullest extent permitted by the Delaware GCL. The
Company believes that these provisions will assist the Company in attracting and
retaining qualified individuals to serve as directors, officers and employees.
The Company's directors and officers are also insured against certain
liabilities under a directors and officers liability insurance policy maintained
by the Company.
ITEM 8. EXHIBITS
Exhibit Number Description
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5 Opinion of Dilworth Paxson LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Dilworth Paxson LLP (included in Exhibit 5).
24 Power of Attorney of certain officers and directors of the
Company (included in the signature page to this Registration
Statement).
99.1 Amended and Restated 2000 Performance Incentive Plan of U.S.
Interactive, Inc.
99.2 Amended and Restated 1998 Performance Incentive Plan of U.S.
Interactive, Inc. (incorporated by reference to Exhibit A to
the Definitive Proxy Statement filed with the Commission by
the Company on May 1, 2000.)
99.3 Soft Plus, Inc. 1997 Stock Plan (formerly Amended and
Restated 1994 Stock Plan) (incorporated by reference to
Exhibit 10.8 to the Registration Statement on Form S-1
(Registration No. 333-32224) (the "S-1 Registration
Statement")).
99.4 Soft Plus, Inc. 1999 Stock Option Plan (incorporated by
reference to Exhibit 10.7 to the S-1 Registration
Statement.)
99.5 Soft Plus, Inc. 1999 Stock Plan (incorporated by reference
to Exhibit 10.6 to the S-1 Registration Statement.)
99.6 U.S. Interactive, Inc. Employee Stock Purchase Plan
(incorporated by reference to Exhibit B to the Definitive
Proxy Statement filed with the Commission by the Company on
May 1, 2000.)
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ITEM 9. UNDERTAKINGS
A. 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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the end of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 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 of 1933, 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 King of Prussia, Upper Merion Township, Commonwealth of
Pennsylvania, on the 7th day of July, 2000.
U.S. INTERACTIVE, INC.
By: /s/ Stephen T. Zarrilli
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Stephen T. Zarrilli
Chief Executive Officer and President
POWER OF ATTORNEY
Each of the undersigned directors of U.S. Interactive, Inc. whose
signature appears below hereby appoints Stephen T. Zarrilli and Philip L.
Calamia, jointly and individually, as attorneys-in-fact for the undersigned with
full power of substitution, to execute in his name and on behalf of such person,
individually, and in each capacity stated below, this Registration Statement on
Form S-8 and one or more amendments (including post-effective amendments) to
this Registration Statement as the attorney-in-fact shall deem appropriate, and
to file any such amendment (including exhibits thereto and other documents in
connection herewith) to this Registration Statement on Form S-8 with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, 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 such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact, or either of them, 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 date indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Stephen T. Zarrilli Director, Chief Executive Officer and
--------------------------- President (Principal Executive Officer)
Stephen T. Zarrilli
/s/ Philip L. Calamia Senior Vice President and Chief Financial Officer
--------------------------- (Principal Financial and Accounting
Philip L. Calamia Officer)
/s/ Eric Pulier Chairman of the Board of Directors
---------------------------
Eric Pulier
/s/ Robert E. Keith, Jr. Director
---------------------------
Robert E. Keith, Jr.
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Signature Title Date
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/s/ John D. Shulman Director
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John D. Shulman
/s/ E. Michael Forgash Director
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E. Michael Forgash
/s/ John H. Klein Director
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John H. Klein
/s/ William C. Jennings Director
---------------------------
William C. Jennings
/s/ Robert Napier Director
---------------------------
Robert Napier
/s/ Mohan Uttarwar Director
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Mohan Uttarwar
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EXHIBIT INDEX
Exhibit Number Description
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5 Opinion of Dilworth Paxson LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Dilworth Paxson LLP (included in Exhibit 5).
24 Power of Attorney of certain officers and directors of the
Company (included in the signature page to this Registration
Statement).
99.1 Amended and Restated 2000 Performance Incentive Plan of U.S.
Interactive, Inc.
99.2 Amended and Restated 1998 Performance Incentive Plan of U.S.
Interactive, Inc. (incorporated by reference to Exhibit A to
the Definitive Proxy Statement filed with the Commission by
the Company on May 1, 2000.)
99.3 Soft Plus, Inc. 1997 Stock Plan (formerly Amended and Restated
1994 Stock Plan) (incorporated by reference to Exhibit 10.8 to
the Registration Statement on Form S-1 (Registration No.
333-32224) (the "S-1 Registration Statement")).
99.4 Soft Plus, Inc. 1999 Stock Option Plan (incorporated by
reference to Exhibit 10.7 to the S-1 Registration Statement.)
99.5 Soft Plus, Inc. 1999 Stock Plan (incorporated by reference to
Exhibit 10.6 to the S-1 Registration Statement.)
99.6 U.S. Interactive, Inc. Employee Stock Purchase Plan
(incorporated by reference to Exhibit B to the Definitive
Proxy Statement filed with the Commission by the Company on
May 1, 2000.)
