As filed with the Securities and Exchange Commission on August 16, 2000
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 88-385401
(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)
1999 Stock Plan of
PurchasePro.com, Inc.
Christopher P. Carton Copy to:
PurchasePro.com, Inc. Jonathan D. Joseph
3291 N. Buffalo Drive John S. Nagy
Las Vegas, NV 89129 Pillsbury Madison & Sutro LLP
(702) 316-7000 50 Fremont Street
(Name, address and telephone San Francisco, CA 94105
number of agent for service) (415) 983-1000
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount To Maximum Offering Maximum Aggregate Amount of
To Be Registered Be Registered (1) Price Per Share Offering Price Registration Fee
-------------------------- ------------------- ----------------------- ------------------------ ------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 4,500,000 shares $58.62 (2) $177,496,365 $46,859.05 (2)
Total Registration Fee N/A N/A N/A $46,859.05 (2)
==============================================================================================================================
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
<FN>
(1) Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the prospectuses relating to this
Registration Statement also relate to shares registered under Form S-8
Registration Statement No. 333-91533. A total of 2,250,000 shares issuable
under the 1999 Stock Plan of PurchasePro.com, Inc. and 4,500,000 shares
issuable under the PurchasePro International, Inc. 1998 Stock Option and
Incentive Plan (as adjusted for a 3:2 stock dividend paid December 13,
1999) has previously been registered under the Securities Act.
(2) Computed in accordance with Rule 457(h) and (c) under the Securities Act of
1933. Such computation is based on the weighted average exercise price of
$58.62 per share covering 402,000 outstanding options and the estimated
exercise price of $37.5625 per share covering 4,098,000 authorized shares
pursuant to the 1999 Stock Plan of PurchasePro.com, Inc. The estimated
exercise price of $37.5625 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 August 15, 2000.
</FN>
</TABLE>
<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Previous Registration Statement
Pursuant to General Instruction E of Form S-8, this Registration Statement
is filed solely to register an additional 4,500,000 shares under the 1999 Stock
Plan of PurchasePro.com, Inc., which increase in shares was approved by the
shareholders at the Company's Annual Meeting of Shareholders on July 21, 2000.
Pursuant to Instruction E, the contents of Registrant's Form S-8 Registration
Statement No. 333-91533 are hereby incorporated by reference, and the
information required by Part II has been omitted from this registration
statement, other than Item 3, Item 5, and Item 8 below, which have been updated.
Item 3. Incorporation of Documents by Reference.
The following additional documents, which have been filed by
PurchasePro.com, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in and made a part
of this registration statement, as of their respective dates:
(a) Registrant's prospectus dated February 10, 2000, filed pursuant to
Rule 424(b) under the Securities Act of 1933 (in connection with the
Registrant's Registration Statement on Form S-1, File No. 333-92303.
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 5. Interests of Named Experts and Counsel.
The validity of the common stock in this offering will be passed upon for
the Company by Pillsbury Madison & Sutro LLP, San Francisco, California. As of
the date of this registration statement, certain current and former partners of
and persons associated with Pillsbury Madison & Sutro LLP, in the aggregate
beneficially own approximately 52,000 shares of the Company's common stock.
Item 8. Exhibits.
Exhibit Number
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4.1 Form of Common Stock Certificate (1)
5.1 Opinion regarding legality of the securities
being offered
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<PAGE>
10.2 1999 Stock Plan of PurchasePro.com, Inc. (2)
10.3 Amended and Restated 1999 Stock Plan of PurchasePro.com,
Inc.
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 3 ).
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(1) Incorporated by reference to Exhibit 4.1 to
Registrant's Registration Statement on Form
S-1, No. 333-80165.
(2) Incorporated by reference to Exhibit 10.3 to
Registrant's Registration Statement on Form
S-1, No. 333-80165.
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<PAGE>
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 16th day of August,
2000.
PURCHASEPRO.COM, INC.
By /s/ Christopher P. Carton
----------------------------------------
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.
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<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Charles E. Johnson, Jr. Chief Executive Officer and Chairman of August 16, 2000
--------------------------------------- the Board
Charles E. Johnson, Jr.
/s/ Christopher P. Carton President, Chief Operating Officer, August 16, 2000
--------------------------------------- Corporate Secretary, and Director
Christopher P. Carton
/s/ James P. Clough Chief Financial Officer August 16, 2000
---------------------------------------
James P. Clough
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<PAGE>
Name Title Date
---- ----- ----
/s/ Scott H. Miller Senior Vice President--Finance and August 16, 2000
--------------------------------------- Administration, Chief Accounting Officer,
Scott H. Miller and Treasurer
Director
/s/ John G. Chiles August 16, 2000
---------------------------------------
John G. Chiles
/s/ Michael D. O'Brien Director August 16, 2000
---------------------------------------
Michael D. O'Brien
/s/ David I. Fuente Director August 16, 2000
---------------------------------------
David I Fuente
/s/ Martha Layne Collines Director August 16, 2000
---------------------------------------
Martha Layne Collines
By: /s/ Christopher P. Carton Attorney-in-Fact August 16, 2000
---------------------------------------
Christopher P. Carton
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<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
Sequentially Numbered
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Exhibit Number Page
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<S> <C> <C>
4.1 Form of Common Stock Certificate (1) 5
5.1 Opinion regarding legality of the securities
being offered 6
10.2 1999 Stock Plan of PurchasePro.com, Inc. (2)
5
10.3 Amended and Restated 1999 Stock Plan of
PurchasePro.com, Inc. 7
23.1 Consent of Pillsbury Madison & Sutro LLP
(included in Exhibit 5.1) 6
23.2 Consent of Arthur Andersen LLP 8
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 3 ).
3
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(1) Incorporated by reference to Exhibit 4.1 to
Registrant's Registration Statement on Form
S-1, No. 333-80165.
(2) Incorporated by reference to Exhibit 10.3 to
Registrant's Registration Statement on Form
S-1, No. 333-80165.
</TABLE>
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