As filed with the Securities and
Exchange Commission on September 15, 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
FREESHOP.COM, INC.
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(Exact name of Registrant as specified in its charter)
Washington 91-1809146
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
95 South Jackson Street, Suite 300
Seattle, Washington 98104
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Address of Principal Executive Offices
(206) 441-9100
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(Registrant's Telephone Number, Including Area Code)
2000 Employee Stock Purchase Plan
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(Full Title of the Plan)
John A. Wade
FreeShop.com, Inc.
95 South Jackson Street, Suite 300
Seattle, Washington 98104
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(Name and Address of Agent For Service)
(206) 441-9100
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Per Aggregate Offering Amount of
Securities to be Registered (1) be Registered Share Price Registration Fee
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<S> <C> <C> <C> <C>
Common Shares reserved for 2,000,000 shares $3.50 (2) $7,000,000 $1,848
issuance pursuant to Employee
Stock Purchase Plan
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</TABLE>
(1) Common Shares, without par value, offered by the Company pursuant to the
2000 Employee Stock Purchase Plan.
(2) The proposed maximum offering price per share and the registration fee were
calculated in accordance with rule 457(c) and (h) based on the average of
the high and low prices for shares of the registrant's common shares on
September 12, 2000, as quoted by the Nasdaq National Market, which was
$3.50 per share.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission, are
incorporated herein by reference:
1. The Registrant's annual report on Form 10-K for the year ended
December 31, 1999.
2. The Registrant's Quarterly Reports on Form 10-Q for the periods ended
March 31, 2000, as amended, and June 30, 2000.
3. The Registrant's current report on Form 8-K filed on January 12, 2000.
4. The Registrant's proxy statement on Schedule 14A filed on August 2,
2000.
5. The description of the Registrant's securities contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission on August 16, 1999 under Section 12(g) of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and 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 hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Dorsey & Whitney LLP, Seattle, Washington, will pass upon the legality of the
shares registered by this registration statement. A partner of Dorsey & Whitney
LLP owns an aggregate of 11,232 shares of the Registrant's common stock.
Item 6. Indemnification of Directors and Officers.
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "Washington Act") authorize a court to award, or a
corporation's board of directors to grant, indemnification to directors and
officers on terms sufficiently broad to permit indemnification under certain
circumstances for liabilities arising under the Securities Act of 1933, as
amended (the "Securities Act"). Article 6 of the registrant's Second Amended and
Restated Articles of Incorporation and Article IX of the registrant's Amended
and Restated Bylaws together provide for indemnification of the registrant's
directors, officers, employees and agents to the maximum extent permitted by
Washington law. The registrant has entered into agreements with its directors
and officers arising out of their service as officers and director, as
applicable, and has agreed to advance expenses to defend claims subject to
indemnification. The directors and officers of the registrant also may be
indemnified against liability they may incur for serving in that capacity
pursuant to a liability insurance policy maintained by the registrant for such
purpose.
Section 23B.08.320 of the Washington Act authorizes a corporation to limit
a director's liability to the corporation or its shareholders for monetary
damages for acts or omissions as a director, except in certain circumstances
involving intentional misconduct, self-dealing or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. Article 6 of the registrant's Articles of Incorporation contains
provisions implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the registrant and its shareholders.
Insofar as indemnification for liabilities arising under the U.S.
Securities Act may be permitted for directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
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4.1 2000 Employee Stock Purchase Plan
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants
23.2 Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature pages)
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:
(i) To include any prospectus required by Section 10(a)(3) of the
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
change in volume and price represents no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(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)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and 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 the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That for the purpose of determining any liability under the
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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 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 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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(h) Insofar as indemnification for liabilities arising under the 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 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 of 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
The Registrant. 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 or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in Seattle, Washington, on September 14,
2000.
FREESHOP.COM, INC.
(Registrant)
By: /s/ Timothy C. Choate
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Timothy C. Choate
Chariman, President and
Chief Executive Officer
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POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Timothy C. Choate and John A. Wade, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all 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 attorneys-in-fact and agents 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 said
attorneys-in-fact and agents of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
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.
Signature Title Date
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/s/ Timothy C. Choate Chairman, President and Chief September 14, 2000
--------------------------- Executive Officer
Timothy C. Choate
/s/ John A. Wade Secretary, Vice President, September 14, 2000
--------------------------- Finance and Chief Financial
John A. Wade Officer
Director
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John P. Ballantine
/s/ Kirk M. Loevner Director September 14, 2000
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Kirk M. Loevner
/s/ John B. Balousek Director September 14, 2000
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John B. Balousek
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 2000 Employee Stock Purchase Plan
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants
23.2 Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature pages)
