As filed with the Securities and Exchange Commission on June 30, 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
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LUMINANT WORLDWIDE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2783690
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
4100 Spring Valley Road, Suite 750
Dallas, Texas 75244
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(Address of Principal Executive Offices)
(972) 581-7000
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(Registrant's telephone number, including area code)
Luminant Worldwide Corporation
2000 Employee Stock Purchase Plan
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(Full title of the plan)
Guillermo Marmol
Chairman of the Board,
Chief Executive Officer & President
Luminant Worldwide Corporation
4100 Spring Valley Road, Suite 750
Dallas, Texas 75244
(972) 581-7000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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With a copy to:
R. Scott Kilgore, Esq.
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Name of Plan Registered Registered Per Share (1) Price (1) Fee (1)
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Luminant Worldwide Common Stock, $ .01 750,000 $8.57 $6,427,500 $1,697
Corporation 2000 Employee par value
Stock Purchase Plan
(the "2000 ESPP")
<FN>
(1) In accordance with Rule 457(h) and Rule 457(c) the aggregate offering
price and the amount of the registration fee are computed on the basis
of 750,000 shares not yet subject to purchase, $8.57, the average of the
high and low prices reported in the Nasdaq Stock Market on June 28, 2000.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the SEC either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. Luminant Worldwide Corporation
(the "Registrant" or the "Company") shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Registrant shall
furnish the SEC or its staff a copy or copies of all of the documents included
in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed in
(a) through (c) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (prior to 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 in this Registration Statement and to be a part
hereof from the date of filing of such documents.
(a) The Company's Form 10-K with respect to the fiscal year ended
December 31, 1999.
(b) All other reports filed by the Company under Section 13(a) or 15(d)
of the Exchange Act since December 31, 1999.
(c) The description of the Company's Common Stock which is incorporated
by reference in the Company's Amended Form 8-A dated September 14,
1999, including any amendment or report filed for the purpose of
updating such descriptions.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of the Company Common Stock that may be
issued under options granted under the 2000 ESPP is being passed upon for the
Company by Wilmer, Cutler & Pickering. George P. Stamas, a member of the Board
of Directors, was a partner in Wilmer, Cutler & Pickering until December, 1999,
and currently serves as a consultant to Wilmer, Cutler & Pickering.
Item 6. Indemnification of Directors and Officers
As permitted by the Delaware General Corporation Law, the Company's
certificate of incorporation provides that our directors will not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (1) for any breach of the
director's duty of loyalty to the Company or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) under Section 174 of the Delaware General Corporation Law,
relating to unlawful dividends or
<PAGE>
unlawful stock purchases or redemptions, or (4) for any transaction from which
the director derives an improper personal benefit. As a result of this
provision, the Company and its stockholders may be unable to obtain monetary
damages from a director for breach of his or her duty of care.
The Company's certificate of incorporation and by-laws provide for the
indemnification of its directors and officers to the fullest extent authorized
by the Delaware General Corporation Law, except that the Company will indemnify
a director or officer in connection with an action initiated by that person only
if the action was authorized by its Board of Directors. The indemnification
provided under the Company's certificate of incorporation and by-laws includes
the right to be paid expenses in advance of any proceeding for which
indemnification may be had, provided that such advance payment may be made only
if the director or officer seeking such advance payment delivers to the Company
an undertaking to repay all amounts paid in advance if it is ultimately
determined that the director or officer is not entitled to be indemnified. Under
the Company's by-laws, if the Company does not pay a claim for indemnification
within 60 days after we have received a written claim, the director or officer
may bring an action to recover the unpaid amount of the claim and, if
successful, the director or officer also will be entitled to be paid the expense
of prosecuting the action to recover these unpaid amounts.
Under the Company's by-laws, the Company has the power to purchase and
maintain insurance on behalf of any person who is or was one of its directors,
officers, employees or agents, or is or was serving at its request as a
director, officer, employee, limited partner, general partner, manager, trustee
or agent of another corporation or of a partnership, joint venture, limited
liability company, trust or other enterprise, against any liability asserted
against the person or incurred by the person in any of these capacities, or
arising out of the person's fulfilling one of these capacities, and related
expenses, whether or not the Company would have the power to indemnify the
person against the claim under the provisions of the Delaware General
Corporation Law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The Exhibit Index attached to this Registration Statement is
incorporated herein by reference.
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 Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this 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 this Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
<PAGE>
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the
information required to be included in a
post-effective amendment by those
paragraphs is contained in periodic reports
filed by the 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities 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 any employee
benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement reflating 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 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
SEC 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 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
Securities Act and will be governed by the final adjudication of such
issue.
[The remainder of this page is intentionally left blank.]
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Dallas, Texas on the 30th day of June, 2000.
LUMINANT WORLDWIDE CORPORATION
/s/ Thomas G. Bevivino
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Thomas G. Bevivino
Chief Financial Officer, Chief Accounting
Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
under the heading "Signature" constitutes and appoints Guillermo G. Marmol and
Thomas G. Bevivino as his or her true and lawful attorney-in-fact each acting
alone, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities to sign any or all
amendments (including post-effective 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 attorney-in-fact 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 for all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact, or his or her
substitute, acting alone, 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.
Signature Title Date
/s/ Michael H. Jordan
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Michael H. Jordan Chairman of the Board June 29, 2000
/s/ Guillermo G. Marmol
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Guillermo G. Marmol Chief Executive Officer June 29, 2000
(Principal Executive Officer)
/s/ James R. Corey
------------------------- President, Chief Operating
James R. Corey Officer and Director June 30, 2000
<PAGE>
/s/ Thomas G. Bevivino Chief Financial Officer, June 30, 2000
------------------------- Chief Accounting Officer
Thomas G. Bevivino and Secretary
(Principal Financial Officer
and Principal Accounting Officer)
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George P. Stamas Director June , 2000
/s/ Randolph Austin
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Randolph Austin Director June 30, 2000
/s/ Michael J. Dolan
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Michael J. Dolan Director June 30, 2000
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Richard M. Scruggs Director June , 2000
/s/ Donald S. Perkins
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Donald S. Perkins Director June 30, 2000
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1* 2000 Employee Stock Purchase Plan
5 Opinion of Wilmer, Cutler & Pickering as to the legality of the
securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5)
24 Power of attorney (included on signature pages of this
Registration Statement)
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* Incorporated by reference to Schedule Def 14A of the Company filed with the
Securities and Exchange Commission on April 19, 2000.
