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As filed with the Securities and Exchange Commission on June 27, 2000
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTERNET PICTURES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-2213841
(State of Incorporation) (I.R.S. Employer Identification No.)
1009 Commerce Park Drive
Oak Ridge, Tennessee 37830
(Address of principal executive offices)
2000 EQUITY INCENTIVE PLAN
AMENDED AND RESTATED 1998 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN
(Full Title of the Plans)
JAMES M. PHILLIPS
Chairman and Chief Executive Officer
Internet Pictures Corporation
1009 Commerce Park Drive
Oak Ridge, Tennessee 37830
(423) 482-3000
(Name, address and telephone number of agent for service)
(with copies to:)
J. Porter Durham, Jr.
Baker, Donelson, Bearman & Caldwell
1800 Republic Centre
633 Chestnut Street
Chattanooga, Tennessee 37450
(865) 209-4198
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE OFFERING PRICE PER PROPOSED MAXIMUM AMOUNT OF
REGISTERED SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
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Common Stock, $.001 par value 3,500,000 shares(1) $15.21875(2) $53,265,625(2) $14,062.13(1)(2)
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Common Stock, $.001 par value 1,450,000 shares(3) $15.21875(2) $22,067,187(2) $ 5,825.74(2)(3)
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(1) This figure represents the number of shares of common stock of the
Registrant (the "Common Stock") authorized and registered hereby under
the Registrant's 2000 Equity Incentive Plan (the "2000 Plan").
(2) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimate has been calculated in accordance with
Rules 457(c) and 457(h) under the Securities Act of 1933 (the "1933
Act"), as amended, and are based upon the average high and low sales
prices of the Registrant's Common Stock as reported on the National
Market of the Nasdaq Stock Market on June 20, 2000.
(3) This figure represents an increase by 1,450,000 in the number of shares
authorized and reserved under the Registrant's Amended and Restated
1998 Employee, Director and Consultant Stock Plan (the "1998 Plan").
Pursuant to Rule 462 of the 1933 Act, the Registration Statement on
Form S-8 shall be effective upon filing with the Commission.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Current Report on Form 8-K dated February 10, 2000.
(b) The Registrant's Current Report on Form 8-K dated March 14, 2000.
(c) The Registrant' s Registration Statement on Form S-8, File No.
333-33358, filed with the Commission on March 27, 2000.
(d) The Registrant's Annual Report on Form 10-K dated March 30, 2000.
(e) The Registrant's Current Report on Form 8-K dated April 6, 2000.
(f) The Registrant's Definitive Proxy Statement filed with the Commission
on April 24, 2000
(g) The Registrant's Form S-8 filed with the Commission on May 2, 2000.
(h) The Registrant's Form S-1 filed with the Commission on May 3, 2000 and
the most recent prospectus filed with the Commission pursuant to Rule
424(b) on May 4, 2000, File No. 333-32680.
(i) The Registrant's Quarterly Report on Form 10-Q dated May 15, 2000.
(j) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Act of 1934 (the "1934 Act"), since December
31, 1999.
(k) The description of the Registrant's common stock set forth under the
caption "Description of Capital Stock" on page 56 contained in the
Registrant's prospectus filed with the Commission pursuant to Rule
424(b) on May 4, 2000, File No. 333-32680.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 thereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
No response is required to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
No response is required to this item.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant has adopted provisions in its certificate of
incorporation that eliminates the personal liability of its directors for
monetary damages arising from a breach of their fiduciary duties in certain
circumstances to the fullest extent permitted by law. Additionally, the
Registrant's certificate of incorporation and bylaws provide that it will
indemnify its directors, officers, employees or agents for any liability
incurred in their official capacity to the maximum extent permissible under
Delaware General Corporation Law (the "DGCL"). Under Delaware law, a corporation
may indemnify any person made or threatened to be made a party to any action or
proceeding (other than shareholder derivative suits) because he or she is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation, as a director, officer, employee or agent of
another corporation or firm. In order to be indemnified, the director, officer,
employee or agent must (i) act in good faith and in a manner he or she
reasonably believed to be in, and not opposed to, the best interest of the
corporation and (ii) in respect to a criminal proceeding, he or she had no
reasonable cause to believe that his or her conduct was unlawful.
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In the case of shareholder derivative suits under Delaware law, the
corporation may also indemnify if the director, officer, employee or agent acted
in good faith and in a manner the director reasonably believed to be in, and not
opposed to, the best interest of the corporation. Unless a court finds that an
individual is fairly and reasonably entitled to indemnity, the corporation
cannot indemnify an individual in shareholder derivative suits where there is
any claim, issue or matter in which the individual has been found liable to the
corporation.
Under the DGCL, a corporation must indemnify a director or officer who
successfully defends himself or herself in a proceeding to which he or she was a
party because of his or her position as a director or officer for expenses
actually or reasonably incurred by the person. Expenses incurred by an officer
or director in defending any civil or criminal proceeding may be paid by the
corporation in advance of the final disposition of the proceeding upon receipt
of an undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined that he or she is not entitled to be indemnified
by the corporation. The indemnification and expense advancement provisions under
Delaware law described above are not exclusive of other rights of
indemnification and advancement that a director or officer may be granted by a
corporation in its bylaws or by a vote of shareholders or disinterested
directors or by an agreement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
No response is required to this item.
ITEM 8. EXHIBITS
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Exhibit Number Description
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4.1 2000 Equity Incentive Plan
4.2 Amended and Restated 1998 Employee, Director and
Consultant Stock Plan*
5 Opinion of Baker, Donelson, Bearman & Caldwell
23.1 Opinion of Baker, Donelson, Bearman & Caldwell
(contained in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants of Internet Pictures Corporation
23.3 Consent of PricewaterhouseCoopers LLP, Independent
Accountants of Interactive Pictures Corporation
23.4 Consent of PricewaterhouseCoopers LLP, Independent
Accountants of PictureWorks Technology, Inc.
24 Power of Attorney (Included on signature page)
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* Incorporated by reference as Exhibit 4.2 to the Registrant's Registration
Statement on Form S-8, File No. 333-32680, filed with the Commission on March
27, 2000. All references to shares of common stock presented in this document do
not reflect the 1,450,000 increase of shares authorized and reserved under the
1998 Plan now being registered.
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
1933 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 the
purposes of determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference
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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
1933 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 Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
[SIGNATURE PAGE TO FOLLOW]
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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 Oak Ridge, State of Tennessee, on the 21st day of
June, 2000.
INTERNET PICTURES CORPORATION
By: /s/ James M. Phillips
----------------------------------------------------------
James M. Phillips, Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James M. Phillips, John J. Kalec and
Matthew S. Heiter his true and lawful attorney-in-fact and agent, 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 fully to all intents and purposes as he might or could
do in person thereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitutes or substitute, 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 date indicated.
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NAME TITLE DATE
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/s/ James M. Phillips Chairman and Chief Executive Officer June 21, 2000
-----------------------------------
James M. Phillips
/s/ John J. Kalec Vice President and Chief Financial Officer June 15, 2000
----------------------------------- (Principal Accounting Officer)
John J. Kalec
/s/ Laban P. Jackson, Jr.
----------------------------------- Director June 11, 2000
Laban P. Jackson, Jr.
/s/ John S. Hendricks
----------------------------------- Director June 9, 2000
John S. Hendricks
/s/ Kevin B. McCurdy
----------------------------------- Director June 14, 2000
Kevin B. McCurdy
/s/ John S. Moragne
----------------------------------- Director June 12, 2000
John S. Moragne
/s/ John H. Trezevant
----------------------------------- Director June 21, 2000
John H. Trezevant
/s/ Michael D. Easterly
----------------------------------- Director June 8, 2000
Michael D. Easterly
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