<PAGE>
As filed with the Securities and Exchange Commission on November 23, 1999
Registration No. 333____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PURCHASEPRO.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0385401
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3291 N. Buffalo Drive 89129
Las Vegas, NV (Zip Code)
(Address of principal
executive offices)
Purchase Pro International, Inc.
1998 Stock Option and
Incentive Plan
and
1999 Stock Plan of
PurchasePro.com, Inc.
Christopher P. Carton Copy to:
PurchasePro.com, Inc. James P. Clough
3291 N. Buffalo Drive Pillsbury Madison & Sutro LLP
Las Vegas, NV 89129 235 Montgomery Street
(702) 316-7000 San Francisco, CA 94104
(Name, address and telephone (415) 983-1000
number of agent for service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Securities Amount To Maximum Offering Maximum Aggregate Amount of
To Be Registered Be Registered Price Per Share Offering Price Registration Fee
-------------------------- ------------------- ----------------------- ------------------------ ------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 3,000,000 shares $114.00(1) $25,758,669 $7,161
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Common Stock, par value
$.01 per share 1,500,000 shares $114.00(2) $97,530,850 $27,114
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Total Registration Fee N/A N/A N/A $34,275
==============================================================================================================================
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
<FN>
(1) Computed in accordance with Rule 457(h) and 457(c) under the Securities Act
of 1933. Such computation is based on the weighted average exercise price
of $3.90 per share covering 2,872,310 outstanding options and the estimated
exercise price of $114.00 per share covering 127,690 authorized shares
pursuant to the PurchasePro International, Inc. 1998 Stock Option and
Incentive Plan. The estimated exercise price of $114.00 was computed in
accordance with Rule 457 by averaging the high and low prices of a share
of PurchasePro.com, Inc. Common Stock, as reported on the Nasdaq National
Market on November 16, 1999.
(2) Computed in accordance with Rules 457(h) and 457(c) under the Securities
Act of 1933. Such computation is based on the weighted average exercise
price of $19.25 per share covering 775,400 outstanding options and the
estimated exercise price of $114.00 per share covering 724,600 authorized
shares pursuant to the 1999 Stock Plan of PurchasePro.com, Inc. The
estimated exercise price of $114.00 was computed in accordance with
Rule 457 by averaging the high and low prices of a share of
PurchasePro.com, Inc. Common Stock, as reported on the Nasdaq National
Market on November 16, 1999.
</FN>
</TABLE>
<PAGE>
PART I
Item 1. Program Information.*
Item 2. Registrant Information and Employee Program Annual Information.*
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note
to Part I of Form S-8.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this Registration
Statement:
(a) Registrant's prospectus dated September 14, 1999, as supplemented
September 28, 1999, filed pursuant to Rule 424(b) under the Securities Act of
1933 (in connection with Registrant's Registration Statement on Form S-1, File
No. 333-80165 (the "Form S-1 Registration Statement")), which contains the
balance sheets of the Registrant as of December 31, 1997 and 1998, and the
related statements of operations, stockholders' equity, and cash flows for each
of the years in the period ended December 31, 1997 and 1998, as well as the six
months ended June 30, 1999, together with the report thereon of Arthur Andersen
LLP, independent public accountants; and
(b) The description of Registrant's Common Stock contained in
Registrant's registration statement on Form 8-A, filed June 22, 1999;
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30,1999.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 in this
registration statement 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.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Sections 78.7502 and 78.751 of the Nevada General Corporation Law provides
for the indemnification of officers, directors and other corporate agents in
terms sufficiently broad to indemnify such persons under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933, as amended (the "Securities Act"). Article VII of
our articles of incorporation (Exhibit 3.1(i) to the Form S-1 Registration
Statement) provides for indemnification of our directors, officers, employees
and other agents to the extent and under the circumstances permitted by Sections
78.7502 and 78.751 of the Nevada General Corporation Law. We have also entered
into agreements with our directors and officers that will require us, among
other things, to indemnify them against certain liabilities that may arise by
reason of their status or service as directors or officers to the fullest extent
permitted by law.
The Underwriting Agreement (Exhibit 1.1 to the Form S-1 Registration
Statement) provides for indemnification by ourselves, our underwriters and our
directors and officers of the underwriters, for certain liabilities, including
liabilities arising under the Securities Act, and affords certain rights of
contribution with respect thereto.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
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4.1 Form of Common Stock Certificate (1)
5.1 Opinion regarding legality of the securities being offered
10.1 Purchase Pro International, Inc. 1998 Stock Option and
Incentive Plan (2)
10.2 1999 Stock Plan of PurchasePro.com, Inc. (3)
23.1 Consent of Pillsbury Madison & Sutro LLP (included in
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney for directors and certain
officers of PurchasePro.com, authorizing the
signing of the registration statement on Form
S-8 on their behalf (see page 5)
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(1) Incorporated by reference to Exhibit 4.1 to the Form S-1
Registration Statement.
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(2) Incorporated by reference to Exhibit 10.2 to the Form S-1
Registration Statement.
(3) Incorporated by reference to Exhibit 10.3 to the Form S-1
Registration Statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(A) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the 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
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(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 (a)(1)(A)
and (a)(1)(B) 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 Securities Exchange Act of 1934 that are
incorporated by reference 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 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is
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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 Securities Act of 1933 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
Securities Act of 1933 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 the City of Las Vegas, State of Nevada, on the 23rd day of
November, 1999.
PURCHASEPRO.COM, INC.
/s/ CHRISTOPHER P. CARTON
By ____________________________________
Christopher P. Carton
Chief Operating Officer, President
And Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles E. Johnson, Jr. and Christopher
P. Carton, and each of them, his or her true and lawful attorneys-in-fact and
agents, each 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
and all amendments, to this Registration Statement, and to file the same, with
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, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents or their 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 below by the following persons in the
capacities and on the dates indicated.
Name Title Date
/s/ CHARLES E. JOHNSON, JR.
___________________________ Chief Executive Officer and
Charles E. Johnson, Jr. Chairman
/s/ CHRISTOPHER P. CARTON
___________________________ Chief Operating Officer,
Christopher P. Carton President, Secretary and Director
/s/ RICHARD C. ST. PETER
___________________________ Senior Vice President, Chief
Richard C. St. Peter Financial Officer and Treasurer
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/s/ SCOTT H. MILLER
___________________________ Vice President--Finance, Chief
Scott H. Miller Accounting Officer
/s/ JOHN G. CHILES
____________________________ Director
John G. Chiles
/s/ DAVID I. FUENTE
____________________________ Director
David I. Fuente
____________________________ Director
J. Terrence Lanni
/s/ MICHAEL D. O'BRIEN
____________________________ Director
Michael D. O'Brien
/S/ BRADLEY D. REDMON
____________________________ Director
Bradley D. Redmon
/s/ CHRISTOPHER P. CARTON
By: ________________________ Attorney-in-Fact
Christopher P. Carton
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INDEX TO EXHIBITS
Sequentially
Exhibit Number Numbered Page
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4.1 Form of Common Stock Certificate (1)
5.1 Opinion regarding legality of the
securities being offered
10.1 Purchase Pro International, Inc. 1998
Stock Option and Incentive Plan (2)
10.2 1999 Stock Plan of PurchasePro.com, Inc. (3)
23.1 Consent of Pillsbury Madison & Sutro
LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney for directors and
certain officers of PurchasePro.com,
Inc., authorizing the signing of
the registration statement on Form S-8 on
their behalf (see page 5)
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(1) Incorporated by reference to Exhibit 4.1
to the Form S-1 Registration Statement.
(2) Incorporated by reference to
Exhibit 10.2 to the Form S-1
Registration Statement.
(3) Incorporated by reference to
Exhibit 10.3 to the Form S-1
Registration Statement.
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<PAGE>
Exhibit 5.1
November 22, 1999
PurchasePro.com, Inc.
3291 N. Buffalo Drive
Las Vegas, NV 89129
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
PurchasePro.com, Inc., a Nevada corporation (the "Company"), with the Securities
and Exchange Commission under the Securities Act of 1933, relating to 4,500,000
shares of the common stock of the Company pursuant to the Purchase Pro
International, Inc. 1998 Stock Option and Incentive Plan, and the Stock Plan of
PurchasePro.com, Inc. (together the "Plans"), it is our opinion that such
shares, when issued and sold in accordance with the Plans, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
PILLSBURY MADISON & SUTRO LLP
[E-12300]
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated June 2, 1999
included in PurchasePro.com, Inc. and subsidiary's Form S-1, and
incorporated by reference in this registrations statement, and to all
references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
November 22, 1999
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