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As Filed With The Securities and Exchange Commission on December 8, 2000
Registration No. 333 - _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
eUNIVERSE, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
NEVADA 06-1556248
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification No.)
6300 WILSHIRE BOULEVARD, SUITE 1700, LOS ANGELES, CALIFORNIA 90048
(323) 658-9089
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
WILLIAM R. WAGNER
CHIEF FINANCIAL OFFICER
eUNIVERSE, INC.
101 NORTH PLAINS INDUSTRIAL ROAD
WALLINGFORD, CONNECTICUT 06492
(203) 265-6412
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
CHRISTOPHER G. MARTIN, ESQ.
MARTIN, LUCAS & CHIOFFI, LLP
1177 SUMMER STREET
STAMFORD, CONNECTICUT 06905
(203) 324-4200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: The securities
being registered on this form are to be offered and sold from time to time after
the effective date of this registration statement by the selling stockholder.
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If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Amount Maximum Maximum Amount Of
Title Of Shares To Be Aggregate Price Aggregate Registration
To Be Registered Registered Per Unit(1) Offering Price(1) Fee
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Common Stock, 991,667 $2.723 $2,700,310 $725
$.001 par value
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(1) Fee calculated pursuant to Rule 457(c) of the Securities Act, as amended,
based on the average of the bid and asked prices per share of eUniverse's common
stock, $.001 par value ("Common Stock") as reported on the Nasdaq Small Cap
Market on December 5, 2000.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933, as amended, or until this registration statement shall
become effective on such date as the Commission, acting pursuant to such section
8(a), may determine.
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PROSPECTUS
DECEMBER 8, 2000
991,667 SHARES
eUNIVERSE, INC.
COMMON STOCK
($.001 PAR VALUE)
-------------------------
This prospectus relates to the offer and sale by Charles Beilman of
991,667 shares of eUniverse common stock, $.001 par value (the "Common Stock").
eUniverse, Inc. is a Nevada corporation with its principal executive
offices at 6300 Wilshire Boulevard, Suite 1700, Los Angeles, California 90048.
The Common Stock is listed on the NASDAQ Small Cap Market under the
symbol "EUNI." On December 5, 2000, the last reported sale price of the Common
Stock on the NASDAQ Small Cap Market was $2.375 per share.
The selling stockholder may sell these shares from time to time
through ordinary brokerage transactions in the over-the-counter markets, in
negotiated transactions or otherwise, at market prices prevailing at the time of
sale, at negotiated prices and in certain other ways, as described under "Plan
of Distribution" on page 16. We will receive 60% of the proceeds from the sale
of shares of Common Stock by Charles Beilman up to $100,000.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 4.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR THE ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS DECEMBER 8, 2000.
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RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN
INVESTMENT DECISION. OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS
COULD BE HARMED BY ANY OF THE FOLLOWING RISKS. THE TRADING PRICE OF OUR COMMON
STOCK COULD DECLINE DUE TO ANY OF THE FOLLOWING RISKS, AND YOU MIGHT LOSE ALL OR
PART OF YOUR INVESTMENT.
RISKS RELATED TO OUR BUSINESS
WE ARE IN NEED OF ADDITIONAL FUNDS. eUniverse currently has low balances of cash
reserves and working capital surplus to fund its operations, and its ability to
meet its obligations in the ordinary course of business is dependent upon its
ability to raise additional financing through public or private equity
financings, establish profitable operations, enter into collaborative or other
arrangements with corporate sources, or secure other sources of financing to
fund operations. Since March 31, 2000 eUniverse received short term loans of
$4.339 million from new investors. Loans of approximately $1.5 million remain
unpaid past their maturity date and are technically in default. eUniverse will
incur additional default interest on these loans of approximately $2,500 per
month. We are in discussions with the lenders to convert the debt to equity,
however there can be no assurances that this will be effected. The lenders on
these past-due loans could demand immediate payment and/or commence legal
proceedings against eUniverse, which could result in court-ordered judgments and
liens against eUniverse. As of November 30, 2000, eUniverse's principal
commitments include obligations under leases amounting to approximately $275,000
per annum. Management intends to raise additional working capital through
additional equity and/or debt financings in the upcoming year.
OUR PROSPECTS FOR FINANCIAL SUCCESS ARE DIFFICULT TO FORECAST BECAUSE WE HAVE A
LIMITED OPERATING HISTORY. IF WE FAIL TO MEET THE EXPECTATIONS OF OUR INVESTORS
AND OF PUBLIC MARKET ANALYSTS, THE MARKET PRICE OF OUR COMMON STOCK MAY DECLINE.
The eUniverse business commenced in April 1999, and we have a limited operating
history upon which an evaluation of eUniverse and its prospects can be based.
Neither eUniverse nor any of its subsidiaries has ever made a profit in any
fiscal quarter. Our prospects for financial success must be considered in light
of the risks, expenses and difficulties frequently encountered by companies in
new, unproven and rapidly evolving markets, such as the Internet market. To
address these risks, eUniverse must, among other things, expand its customer
base, respond effectively to competitive developments, continue to attract,
retain and motivate qualified employees, and continue to upgrade its
technologies. If we are not successful in further developing and expanding
eUniverse's content and community business, including sales of advertising on
its web sites and development of related business opportunities, our ability to
achieve profitability may not be realized and our market price may decline.
IF WE ARE UNABLE TO EXPAND OUR WEB PRESENCE INTERNATIONALLY, WE MAY SEE AN
INCREASE IN OPERATING EXPENSES AND NO INCREASE IN REVENUES. eUniverse's websites
are accessible throughout the world. If eUniverse is not able to successfully
market, sell and distribute its products in international markets due to a
variety of legal, contractual and practical considerations and the risks
inherent in doing business on a global level, such as unexpected changes in
regulatory requirements (such as those that may prohibit access to our web
sites), export restrictions, tariffs and other trade barriers, difficulties in
staffing and managing foreign operations, difficulties in
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protecting intellectual property rights, longer payment cycles, problems in
collecting accounts receivable, political instability, fluctuations in currency
exchange rates and potentially adverse tax consequences, eUniverse's business,
prospects, financial condition and results of operations from successful
international operations will not be realized and our gross profits will not
increase.
BECAUSE WE MAY NOT SUCCESSFULLY IDENTIFY AND ACQUIRE OTHER SUITABLE EXISTING
INTERNET-BASED BUSINESSES AND WEB SITES, OUR OPERATING EXPENSE COULD INCREASE
WHILE OUR REVENUES COULD DECREASE. eUniverse's growth and future profitability
may depend in part upon its ability to identify companies that are suitable
acquisition candidates, to acquire those companies upon appropriate terms and to
effectively integrate and expand their operations within its own infrastructure.
We may not be able to identify additional candidates that are suitable for
acquisition or to consummate desired acquisitions on favorable terms.
Acquisitions involve a number of special risks, including the diversion of
management's attention to the assimilation of the operations and personnel of
the acquired companies, adverse short-term effects on eUniverse's operating
results and the potential inability to integrate financial and management
reporting systems. A significant portion of eUniverse's capital resources could
be used for these acquisitions. Accordingly, eUniverse may require additional
debt or equity financing for future acquisitions, which may not be available on
terms favorable to eUniverse, if at all. Moreover, eUniverse may not be able to
successfully integrate an acquired business into eUniverse's business or operate
an acquired business profitably. If we are not able to integrate and expand the
operations of acquired companies without excessive costs, delays or other
adverse developments, our revenues could decrease.
IF WE ARE UNABLE TO USE NEW TECHNOLOGIES EFFECTIVELY OR ADAPT OUR WEB SITES,
PROPRIETARY TECHNOLOGY AND TRANSACTION-PROCESSING SYSTEMS TO CUSTOMER
REQUIREMENTS OR EMERGING INDUSTRY STANDARDS, CUSTOMERS MAY NOT VISIT OUR
WEBSITES, WHICH COULD RESULT IN A DECREASE IN OUR REVENUES. To remain
competitive, eUniverse must continue to enhance and improve the responsiveness,
functionality and features of its web sites and develop new features to meet
customer needs. The Internet is characterized by rapid technological change,
changes in user and customer requirements and preferences, frequent new product
and service introductions, and the emergence of new industry standards and
practices that could render our existing web network and sites, technology and
systems obsolete. Our success will depend, in part, on eUniverse's ability to
license leading technologies useful in its business, enhance its existing
services, develop new, services and technology that address the needs of its
customers, and respond to technological advances and emerging industry standards
and practices on a cost-effective and timely basis.
IF WE ARE UNABLE TO PROTECT OUR TRADEMARKS AND PROPRIETARY RIGHTS, OUR
REPUTATION AND BRAND COULD BE IMPAIRED AND WE COULD LOSE CUSTOMERS. We regard
eUniverse's trademarks, trade secrets and similar intellectual property as
valuable to its business, and rely on trademark and copyright law, trade secret
protection and confidentiality and/or license agreements with eUniverse's
employees, partners and others to protect its proprietary rights. There can be
no assurance that the steps taken by eUniverse will be adequate to prevent
misappropriation or infringement of its proprietary property. eUniverse
currently has three service marks registered with the United States Patent and
Trademark Office: Gamer's Alliance, Play4Prizes and Funone.com. While eUniverse
is currently applying for registration of a number of its trademarks and service
marks, we may not be able to successfully prosecute our applications for these
trademarks.
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WE COULD LOSE ONE OR MORE OF THE KEY MEMBERS OF OUR MANAGEMENT TEAM, WHICH COULD
IMPAIR OUR BUSINESS OPERATIONS. We depend on the continued service of our
executive officers and key technical and marketing personnel, including, in
particular, Brad D. Greenspan, our Chairman; Brett Brewer and Shawn Goldschein,
our Co-Presidents; William R. Wagner, our Chief Financial Officer; and Will
Griffin, our Vice President of Business Development and General Manager.
eUniverse has employment agreements with Messrs. Wagner and Griffin. However,
these employment agreements do not assure the services of these employees.
Despite employment agreements with these members of management, eUniverse's
employees may voluntarily terminate their employment with eUniverse at any time.
eUniverse's success also depends on its ability to attract and retain additional
qualified employees. Competition for qualified personnel is intense and there is
a limited number of persons with knowledge of and experience in commercial
promotion of interactive entertainment via the Internet. There can be no
assurance that eUniverse will be able to attract and retain highly qualified
personnel to fill critical managerial and operational positions.
OUR FUTURE OPERATING RESULTS MAY FLUCTUATE. IF WE ARE UNABLE TO MEET THE
EXPECTATIONS OF INVESTORS AND PUBLIC MARKET ANALYSTS, THE MARKET PRICE OF OUR
COMMON STOCK MAY DECREASE. eUniverse expects to experience fluctuations in
future quarterly and long-term operating results that may be caused by a variety
of factors, many of which are outside eUniverse's control. Factors that may
affect eUniverse's quarterly operating results include, without limitation,
- eUniverse's ability to retain existing customers, attract new customers at a
steady rate and maintain customer satisfaction,
- the announcement or introduction of new or enhanced web sites, services and
strategic partnerships by eUniverse and its competitors,
- the mix of services sold by eUniverse,
- seasonality of advertising sales,
- eUniverse promotions and sales programs,
- the level of use of the Internet and increasing consumer acceptance of the
Internet for the purchase of consumer services, such as those offered by
eUniverse,
- eUniverse's ability to upgrade and develop its systems and infrastructure in
a timely and effective manner,
- the amount and timing of operating costs and capital expenditures relating to
expansion of eUniverse's business, operations and infrastructure and the
implementation of marketing programs, key agreements and strategic
partnerships, and general economic conditions and economic conditions
specific to the Internet and the online market.
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COMPETITION IN ONLINE BUSINESS IS INTENSE. IF WE ARE UNABLE TO COMPETE
SUCCESSFULLY AGAINST CURRENT AND FUTURE COMPETITORS, OUR REVENUES COULD DECLINE.
The online business market is new, rapidly evolving and intensely competitive,
and eUniverse expects that competition will further intensify in the future.
Barriers to entry are minimal, and current and new competitors can launch new
sites at a relatively low cost. The primary competitive factors in providing
entertainment services via the Internet are name recognition, variety of
value-added services, ease of use, price, quality of service, availability of
customer support and technical expertise. eUniverse's prospects for achieving
its business objectives will depend heavily upon its ability to provide high
quality, entertaining content, along with user-friendly web site features and
value-added Internet services. Other factors that will affect eUniverse's
prospects for success include its ability to attract experienced and qualified
personnel, particularly in the areas of management, sales and marketing, and web
site design. In addition, the competition for advertising revenues, both on
Internet web sites and in more traditional media, is intense. If eUniverse fails
to attract and retain significant sources of revenue from paid advertisements
and sponsorships on its web sites, eUniverse's business, results of operations
and financial condition will be materially adversely affected by the decreased
revenue.
RISKS RELATED TO THE INTERNET INDUSTRY
OUR FUTURE RESULTS AND GROWTH MAY NOT BE REALIZED IF THE USE OF THE INTERNET
DOES NOT CONTINUE TO INCREASE. Our market, users of the global computer network
known as the Internet, is new and rapidly evolving. Our business could suffer if
Internet usage does not continue to grow. Internet usage may be inhibited for a
number of reasons, including:
- inadequate network infrastructure;
- security concerns;
- inconsistent quality of service;
- lack of availability of cost-effective and high-speed service; and
- changes in government regulation of the Internet.
If Internet usage grows, the Internet infrastructure might not be able to
support the demands placed on it by this growth or its performance and
reliability may decline. In addition, future outages and other interruptions
occurring throughout the Internet could lead to decreased use of our network of
web sites and would therefore harm our business.
WE COULD BE SUED FOR INFORMATION RETRIEVED FROM THE INTERNET. Due to the fact
that material may be downloaded from web sites and may be subsequently
distributed to others, there is a potential that claims will be made against
eUniverse under legal theories, such as defamation, negligence, copyright or
trademark infringement or other theories based on the nature and content of the
material. These claims have been brought, and sometimes successfully pressed,
against on-line services in the past. In addition, we could be exposed to
liability with respect to the material that may be accessible through our
products and web sites, including claims asserting that, by providing hypertext
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links to web sites operated by third parties, we are liable for wrongful actions
by those third parties through the web sites. Although eUniverse carries general
liability insurance, its insurance may not cover potential claims of this type,
or the level of coverage may not be adequate to fully protect eUniverse against
all liability that may be imposed. Any costs or imposition of liability or legal
defense expenses that are not covered by insurance or in excess of insurance
coverage could reduce our working capital and have a material adverse effect on
eUniverse's business, results of operations and financial condition. Also, the
legal effectiveness of our terms and conditions of use is uncertain. We
currently are not aware of any claims that can be expected to have a material
adverse impact on our financial condition or our ability to conduct our
business.
GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD INCREASE OUR COSTS AND RISKS
TO DOING BUSINESS ON THE INTERNET. There are currently few laws or regulations
that specifically regulate communications or commerce on the Internet. However,
laws and regulations may be adopted in the future that address issues, such as
user privacy, pricing, taxation and the characteristics and quality of products
and services. For example, in the United States, the Communications Decency Act
of 1996 prohibits obscene and other unlawful information and content from being
transmitted over the Internet. Several other nations have taken actions to
restrict the free flow of material deemed to be objectionable on the Internet.
On October 21, 1998, President Clinton signed the Internet Tax Freedom Act
placing a three-year moratorium, beginning October 1, 1998 and continuing
through October 21, 2001, on Internet access taxes, multiple taxes on electronic
commerce, and discriminatory taxes on electronic commerce. On June 22, 2000, a
bill to amend the Internet tax Freedom Act and effectively extend the moratorium
on certain taxes until December 31, 2005 was introduced and referred to the
Senate's Committee on Finance. In addition, local telephone carriers have argued
before the Federal Communications Commission that Internet service providers and
online service providers should be required to pay fees for access to local
telephone networks in a manner similar to long distance telephone carriers.
Although the FCC has informally stated that it has no intention of assessing
per-minute charges on Internet traffic or changing the way consumers obtain and
pay for access to the Internet, if the efforts of the local telephone carriers
are successful, costs for Internet access and usage could increase sharply.
Moreover, it may take years to determine the extent to which existing laws
relating to issues such as property ownership, libel, taxation and personal
privacy are applicable to the Internet. Any new laws or regulations relating to
access to or use of the Internet could harm our business.
IF WE ARE UNABLE TO PROTECT OUR DOMAIN NAMES, OUR REPUTATION AND BRAND COULD BE
IMPAIRED AND WE COULD LOSE CUSTOMERS. We own the Internet domain names
"euniverse.com", "casesladder.com" and "gagames.com" as well as numerous other
domain names in the United States. National and international Internet
regulatory bodies generally regulate the registration of domain names. The
regulation of domain names in the United States and in other countries is
subject to change. Regulatory bodies could establish additional top-level
domains, appoint additional domain name registrars or modify the requirements
for holding domain names. As a result, we might not acquire or maintain the
"euniverse.com", "casesladder.com", "gagames.com" or comparable domain names in
all the countries in which we conduct business, which could harm our business.
Furthermore, the relationship between regulations governing domain names and
laws protecting trademarks and similar proprietary rights is unclear and still
evolving. Therefore, we might be unable to prevent third parties from acquiring
domain names that infringe or otherwise decrease the value of our trademarks and
other proprietary rights.
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WE MAY BE NOT ABLE TO KEEP PACE WITH RAPID TECHNOLOGICAL CHANGES IN THE INTERNET
INDUSTRY, WHICH COULD CAUSE US TO LOSE CUSTOMERS AND REVENUE. Rapid
technological developments, evolving industry standards and user demands, and
frequent new product introductions and enhancements characterize the market for
Internet products and services. These market characteristics are exacerbated by
the emerging nature of the market and the fact that many companies are expected
to introduce new Internet products and services in the near future. Our future
success will depend on our ability to continually improve our content offerings
and services. In addition, the widespread adoption of developing
multimedia-enabling technologies could require fundamental and costly changes in
our technology and could fundamentally affect the nature, viability and
measurability of Internet-based advertising, which could harm our business.
RISKS RELATED TO THIS OFFERING
OUR STOCK PRICE COULD BE VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES TO
INVESTORS. Our common stock is currently traded on the Nasdaq Small Cap Market.
We cannot predict the extent to which investor interest in eUniverse will
develop in the trading market or how liquid any trading market might become.
The stock market has experienced extreme price and volume fluctuations, and the
market prices of securities of technology companies, particularly
Internet-related companies, have been highly volatile. In the past, following
periods of volatility in the market price of a company's securities, securities
class action litigation has often been instituted against a company. This
litigation could result in substantial costs and a diversion of our management's
attention and resources.
OUR STOCK OWNERSHIP WILL BE CONCENTRATED IN A SMALL NUMBER OF PEOPLE WHO COULD
NEGATIVELY AFFECT THE RIGHTS OF OUR OTHER STOCKHOLDERS. As of November 20, 2000,
the present directors, executive officers, greater than 5% stockholders and
their affiliates beneficially owned approximately 67% of our outstanding common
stock. As of November 20, 2000, Brad D. Greenspan beneficially owned
approximately 43% of our outstanding common stock. As a result of his beneficial
ownership, Mr. Greenspan, acting alone or with others, will be able to control
all matters requiring stockholder approval, including the election of directors
and approval of significant transactions. This concentration of ownership may
also have the effect of delaying or preventing a change in control of eUniverse.
SHARES ELIGIBLE FOR PUBLIC SALE AFTER THIS OFFERING COULD CAUSE OUR STOCK PRICE
TO FALL. As of November 20, 2000, approximately 15,855,089 shares of our common
stock were restricted shares that may be sold only in the event that the shares
are registered, or exempted from registration, under the Securities Act.
Although a large number of our common stock is restricted, these shares may be
available for resale in the near future under Rule 144 or under one or more
registration statements filed with the SEC, such as this registration statement
under which 991,667 shares are available for resale.
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THE COMPANY
OVERVIEW
eUniverse, Inc. operates a network of entertainment-related web sites
focused on diversionary content and community offerings. Our network of web
sites (www.euniverse.com) consists of diversion-oriented content and community
properties revolving around three main themes: fun, games and entertainment. We
have also developed a propriety email content delivery system (www.flowgo.com)
that is among the largest properties of its type on the Internet, reaching over
8 million subscribers per day and delivering over 300 million emails per month.
eUNIVERSE HAS EXTENSIVE REACH ON THE INTERNET
According to our estimates, the eUniverse network currently reaches
over 15 million unique visitors -- or nearly 1 in every 5 Internet users -- on a
monthly basis and holds a leadership position in the most lucrative segments of
the Internet population.
eUNIVERSE'S TRAFFIC HAS GROWN SUBSTANTIALLY
eUniverse's traffic on its network of sites has increased from 300,000
unique visitors in April 1999 to 15 million unique visitors for August 2000,
representing a 5000% percent growth in the past year and a half. The eUniverse
network has been ranked in the top 20 sites in terms of unique visitors per
month for several consecutive months to the most recent period.
Some of our sites featuring fun themes include:
www.justsaywow.com
www.send4fun.com
www.debsfunpages.com
www.funstun.com
o Feature fun jokes, animated greetings, cartoons and songs
o Links to free contests and sweepstakes
o Provide family-oriented entertainment for all ages
o Generate completely new content for holidays and seasonal occasions
o Daily newsletter with site news, jokes and animated greetings
www.madblast.com
o Features unique interactive flash animations
o 250,000 unique visitors per month & 2.5 million page views
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www.funone.com
With jokes, online greetings, games and animated graphics, funone.com offers
entertainment for all ages:
o Links to free services, sweepstakes, software & publications
o Free weekly jokes e-mailed on Mondays & Fridays
o Free email updates with new news and information
o 1,000,000 unique visitors & 7 million page views per month
Our games sites include:
THE GAMER'S ALLIANCE NETWORK
o comprehensive resource for news & reviews of online and computer games
www.casesladder.com
o One of the largest online multiplayer gamer league and tournament
communities
o One of the largest independent league systems on the Internet,
supporting both classic games (Hearts & Spades) and the latest PC games
(Descent3 & Heavy Gear2)
o More than 1.1 million registered members & more than 2,500 tournaments each
month o 200,000 unique visitors & 17 million page views per month
Our entertainment sites include:
www.pokemonvillage.com
www.justpigs.com
o Men's daily guide to fitness, cars, sports, business, women, music, movies
& current events -- launched in June 2000
o Daily contests and newsletters
EMAIL CONTENT DELIVERY SYSTEM
FlowGo, the eUniverse email content delivery system, currently sends
out over 300 million emails per month to over 8 million unique subscribers,
alerting them to updates on their favorite sites and providing content covering
every type of diversion, ranging from Fun Pages to Hollywood gossip. To reach
our diverse demographic, FlowGo contains a rich variety of interest newsletters
and is
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aggressively expanding into new areas of interest. Currently FlowGo circulates
the following newsletters:
o "The Gamer's Daily" - Dedicated to bringing you the latest in gaming news
and reviews.
o "The Reel Thing" - Your source for everything movie related.
o "Sports In Time" - Sports trivia and daily sports headlines.
o "Saint's And Sinners" - Learn about a mix of saintly personages and
detestable scoundrels.
o "Night Sights" - Learn about stars, planets, and constellations.
o "Word Flex" - Have fun with the meanings and derivations of words.
o "Joke of the Day" - Everyone loves a laugh. Have a joke emailed to you
everyday.
o "Recipe-a-Day" - Easy to prepare culinary treats, seven days a week.
o "Daily Holiday" - Indulge yourself in news things to celebrate each and
every day .
o "Site Update Newsletters" - Receive an update when your favorite eUniverse
site is updated.
EXPANSION
eUniverse intends to continue to expand through acquisitions of
content-oriented web sites that have experienced high growth in unique monthly
visitors and attractive demographics that cater to specific communities of
interest in the music, video and games businesses.
Concurrently with its acquisition strategy, eUniverse is actively
adding to and improving upon the existing content and functionality of its web
sites.
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES AND ADDRESS, AMONG OTHER THINGS, eUNIVERSE'S BUSINESS STRATEGY,
PROJECTED CAPITAL EXPENDITURES, POSSIBLE BUSINESS RELATIONSHIPS, AND POSSIBLE
EFFECTS OF CHANGES IN GOVERNMENT REGULATION. THESE STATEMENTS MAY BE FOUND UNDER
"RISK FACTORS" AS WELL AS IN THE PROSPECTUS GENERALLY. THESE STATEMENTS RELATE
TO OUR FUTURE PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS. THESE STATEMENTS
MAY BE IDENTIFIED BY THE USE OF WORDS, SUCH AS "EXPECTS," "ANTICIPATES,"
"INTENDS," "PLANS," AND SIMILAR EXPRESSIONS. ACTUAL EVENTS OR RESULTS MAY DIFFER
MATERIALLY FROM THOSE DISCUSSED IN FORWARD-LOOKING STATEMENTS AS A RESULT OF
VARIOUS FACTORS, INCLUDING THOSE FACTORS DISCUSSED ABOVE AND SET FORTH IN THIS
PROSPECTUS GENERALLY.
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AVAILABLE INFORMATION
eUniverse has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 with respect to the common
stock offered by this prospectus. This prospectus, which constitutes a part of
the registration statement, does not contain all of the information set forth in
the registration statement or the exhibits and schedules which are parts of the
registration statement. For further information with respect to eUniverse and
its common stock, see the registration statement and the exhibits and schedules
thereto. Whenever we make reference in this prospectus to any of our agreements
or other documents, you should refer to the exhibits attached to the
registration statement for copies of the actual agreement or other document.
You can read our Commission filings, including this registration
statement, through a web browser over the Internet at the Commission's web site
at URL:www.sec.gov. You may also read and copy any document we file with the
Commission at its public reference facilities in Washington, D.C., New York, NY,
and Chicago, IL at 450 Fifth Street, Washington, D.C. 20549, 7 World Trade
Center, Suite 1300, New York, NY 10048, and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, respectively. You may also
obtain copies of the documents at prescribed rates by writing to the Public
Reference Section of the Commission at 450 Fifth Street, Washington, D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference facilities.
eUniverse is subject to the information and periodic reporting
requirements of the Securities and Exchange Act and, accordingly, files periodic
reports, proxy statements and other information with the Commission. Such
periodic reports, proxy statements and other information will be available for
inspection and copying at the Commission's public reference room, and the web
site of the Commission referred to above. Our main web site address is
www.euniverse.com.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
eUniverse hereby incorporates by reference in this prospectus the
following documents:
(1) eUniverse's Annual Report on Form 10-K, as amended, for the year ended
March 31, 2000;
(2) eUniverse's Quarterly Report on Form 10-Q for the quarter ended September
30, 2000; and
(3) description of the Common Stock which is contained in eUniverse's
registration statement on Form 10 filed on June 15, 1999 (Registration No.
0-26355) and filed under the Exchange Act of 1934, including amendments and
reports filed for the purpose of updating such description.
In addition, all documents filed by eUniverse pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
prospectus and prior to the termination of the offering made pursuant to the
registration statement shall be deemed to be incorporated by reference into and
to be a part of this prospectus from the date of filing of such documents. Any
statement contained in a document so incorporated by reference shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that
a statement contained in this prospectus, or in any other subsequently filed
document which is also incorporated by reference, modifies or supersedes such
statement. Any
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<PAGE>
such statement so modified or superseded shall not be deemed to constitute a
part of this prospectus except as so modified or superseded.
eUniverse will provide, without charge, to each person to whom this
prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference (not including
exhibits to such documents unless such exhibits are specifically incorporated by
reference in such documents). Requests for copies of such documents should be
directed to the Office of the Secretary, eUniverse, Inc., 101 North Plains
Industrial Road, Wallingford, Connecticut 06492 (telephone number:
203-265-6412).
USE OF PROCEEDS
Pursuant to the Stock Option Agreement by and between eUniverse and
Charles Beilman dated January 26, 2000, as amended, eUniverse will receive 60%
of the proceeds from the sale of shares of Common Stock by Charles Beilman under
this prospectus up to $100,000.
SELLING STOCKHOLDER
The following table sets forth information regarding the beneficial
ownership of eUniverse Common Stock as of November 20, 2000 by Charles Beilman,
who acquired shares of Common Stock in connection with eUniverse's acquisition
of CD Universe, Inc. from Charles Beilman in April 1999.
The shares are being registered to permit public secondary trading of
these shares. The selling stockholder listed below may, under this prospectus,
from time to time offer and sell the number of shares of Common Stock set
opposite his name below.
</TABLE>
<TABLE>
<CAPTION>
Beneficial Ownership Percentage of
of Shares of Shares
Common Stock Shares to be Sold Shares Owned After Owned After
Selling Stockholder Prior to Offering in the Offering the Offering the Offering
------------------- -------------------- ------------------ ----- ------------ ---------------
<S> <C> <C> <C> <C>
Charles Beilman 991,667 991,667 0 0%
</TABLE>
PLAN OF DISTRIBUTION
The shares being offered under this prospectus may be sold from time to
time by the selling stockholder, or by pledgees, donees, transferees or other
successors in interest. These sales may be made on one or more exchanges or in
the over-the-counter market, or otherwise at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions not on any exchange or established market. The shares may be sold
by one or more of the following: (a) a block trade in which the broker or dealer
so engaged will attempt to sell the shares as agent but may position and resell
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<PAGE>
a portion of the block as principal to facilitate the transaction; (b) purchases
by the broker or dealer as principal and resale by the broker or dealer for its
account under this prospectus; (c) an exchange distribution in accordance with
the rules of the exchange, (d) orders brokerage transactions and transactions in
which the broker solicits purchasers, and (e) negotiated transactions directly
with the purchaser. From time to time the selling stockholder may engage in
short sales, short sales versus the box, puts and calls and other transactions
in securities of the issuer or derivatives of the securities, and may sell and
deliver the shares under these transactions.
The selling stockholder may effect the transactions directly, or
indirectly through underwriters, broker-dealers or agents acting on their
behalf, and under these sales, the broker-dealers or agents may receive
compensation in the form of commissions, concessions, allowances or discounts
from the selling stockholder and/or the purchasers of the shares for whom they
may act as agent or to whom they sell shares as principal or both (which
commissions, concessions, allowances or discounts might be in excess of
customary amounts). To the extent required, the names of any agents,
broker-dealers or underwriters and applicable commissions, concessions,
allowances or discounts and any other required information with respect to any
particular offer of the shares by the selling stockholder, will be set forth in
a supplement to this prospectus. Any statement contained in this prospectus will
be deemed to be modified or superseded by any inconsistent statement contained
in any prospectus supplement. Unless this prospectus is accompanied by a
prospectus supplement stating otherwise, offers and sales may be made under this
prospectus only in ordinary broker's transactions made on the NASDAQ Small Cap
Market or any other exchange or market in which the stock is listed in
transactions involving ordinary and customary brokerage commissions.
In affecting sales, brokers or dealers engaged by the selling
stockholder may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from selling stockholder in
amounts to be negotiated immediately prior to the sale. The selling stockholder
and agents who execute orders on their behalf may be deemed to be underwriters
as that term is defined in Section 2(11) of the Act and a portion of any
proceeds of sales and discounts, commissions or other compensation may be deemed
to be underwriting compensation for purposes of the Act.
In the event the selling stockholder engages an underwriter to sell the
shares, to the extent required, a prospectus supplement will be distributed,
which will set forth the number of shares being offered and the terms of the
offering, including the names of the underwriters, any discounts, commissions
and other items constituting compensation to underwriters, dealers or agents,
the public offering price with any discounts, commissions or concessions allowed
or reallowed or paid by underwriters to dealers.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for
eUniverse by Martin, Lucas & Chioffi, LLP, Stamford, Connecticut.
EXPERTS
The consolidated financial statements of eUniverse and related
schedules included and/or incorporated by reference in eUniverse's Annual Report
on Form 10-K for the year ended March 31,
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<PAGE>
2000 and eUniverse's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000, and incorporated by reference in this prospectus, have been
audited by Merdinger, Fruchter, Rosen & Corso, PC, independent auditors, as
stated in their reports included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a statement of the expenses to be incurred by
eUniverse in connection with the registration of the securities being registered
under this registration statement.
<TABLE>
<CAPTION>
Amount
------
<S> <C>
Securities and Exchange Commission registration fee $ 725
Printing fees 2,500
Legal fees and expenses 3,500
Accounting fees and expenses N/A
Miscellaneous -0-
------
Total $6,725
</TABLE>
Except for the SEC registration fee, all expenses are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS AND LIMITATION OF
LIABILITY.
NEVADA LAW
Sections 78.751 et seq. of the Nevada Revised Statutes allow a company
to indemnify its officers, directors, employees, and agents from any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, except under certain circumstances.
Indemnification may only occur if a determination has been made that the
officer, director, employee, or agent acted in good faith and in a manner which
such person believed to be in the best interests of eUniverse. A determination
may be made by the stockholders, by a majority of the directors who were not
parties to the action, suit, or proceeding confirmed by opinion of independent
legal counsel; or by opinion of independent legal counsel in the event a quorum
of directors who were not a party to such action, suit, or proceeding does not
exist.
ARTICLES OF INCORPORATION
Article Twelfth of the Articles of Incorporation of eUniverse provide
as follows with respect to indemnification of Directors and Officers:
"TWELFTH. INDEMNIFICATION: The corporation shall indemnify and hold
harmless the Officers and Directors of the Corporation from any and all
liabilities or claims to the fullest extent now, or hereafter from time to time,
permitted under the general corporation Law of the state of Nevada."
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<PAGE>
BYLAWS
Article XII of the Bylaws of eUniverse provide as follows with respect
to indemnification of Officers and Directors:
"Section 1. Exculpation. No Director or Officer of the Corporation
shall be liable for the acts, defaults, or omissions of any other Director or
Officer, or for any loss sustained by the Corporation, unless the same has
resulted from his own willful misconduct, willful neglect, or gross negligence.
"Section 2. Indemnification. Each Director and Officer of the
Corporation and each person who shall serve at the Corporation's request as a
director or officer of another corporation in which the Corporation owns shares
of capital stock or of which it is a creditor shall be indemnified by the
Corporation to the fullest extent permitted from time to time by the Nevada
Revised Statutes against all reasonable costs, expenses and liabilities
(including reasonable attorneys' fees) actually and necessarily incurred by or
imposed upon him in connection with, or resulting from any claim, action, suit,
proceeding, investigation, or inquiry of whatever nature in which he may be
involved as a party or otherwise by reason of his being or having been a
Director or Officer of the Corporation or such director or officer of such other
corporation, whether or not he continues to be a Director or Officer of the
Corporation or a director or officer of such other corporation, at the time of
the incurring or imposition of such costs, expenses or liabilities, except in
relation to matters as to which he shall be finally adjudged in such action,
suit, proceeding, investigation, or inquiry to be liable for willful misconduct,
willful neglect, or gross negligence toward or on behalf of the Corporation in
the performance of his duties as such Director or Officer of the Corporation or
as such director or officer of such other corporation. As to whether or not a
Director or Officer was liable by reason of willful misconduct, willful neglect,
or gross negligence toward or on behalf of the Corporation in the performance of
his duties as such Director or Officer of the Corporation or as such director or
officer of such other corporation, in the absence of such final adjudication of
the existence of such liability, the Board of Directors and each Director and
Officer may conclusively rely upon an opinion of independent legal counsel
selected by or in the manner designated by the Board of Directors. The foregoing
right to indemnification shall be in addition to and not in limitation of all
other rights which such person may be entitled as a matter of law, and shall
inure to his legal representatives' benefit.
"Section 3. Liability Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation or who is or was serving at the request of
the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, association, or other enterprise
against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not he is indemnified
against such liability by this article XII."
Provided the terms and conditions of the applicable provisions under
Nevada law, eUniverse's Articles of Incorporation and Bylaws are met, officers,
directors, employees, and agents of eUniverse may be indemnified against any
cost, loss, or expense arising out of any liability under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
eUniverse, eUniverse has been advised that in the opinion
18
<PAGE>
of the Securities and Exchange Commission, such indemnification is against
public policy and is, therefore, unenforceable.
We intend to enter into indemnity agreements with each of our directors
and executive officers to give them additional contractual assurances regarding
the scope of the indemnification described above and to provide additional
procedural protections. In addition, we have obtained directors' and officers'
insurance providing indemnification for our directors, officers and certain
employees for certain liabilities. We believe that these indemnification
provisions and agreements are necessary to attract and retain qualified
directors and officers.
The limitation of liability and indemnification provisions in our
Amended and Restated Certificate of Incorporation and Bylaws may discourage
stockholders from bringing a lawsuit against directors for breach of their
fiduciary duty. They may also reduce the likelihood of derivative litigation
against directors and officers, even though such an action, if successful, might
otherwise benefit our stockholders and us. Furthermore, a stockholder's
investment may be adversely affected to the extent we pay the costs of
settlement and damage awards against directors and officers under these
indemnification provisions.
At present, there is no pending litigation or proceeding involving any
of our directors, officers or employees regarding which indemnification is
sought, nor are we aware of any threatened litigation that may result in claims
for indemnification.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title/Description
---------- -------------------------------
<S> <C>
5 Opinion of Martin, Lucas & Chioffi, LLP regarding legality of securities being registered.
10.50 Employment Agreement by and between eUniverse, Inc. and Will Griffin, dated as of September 1, 2000.
23 Consent of Martin, Lucas & Chioffi, LLP (included in Exhibit 5).
24 Power of Attorney included in the signature page of this registration statement.
</TABLE>
19
<PAGE>
ITEM 17. UNDERTAKINGS.
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 of 1933;
(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 of the registration statement) 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 under Rule 424 (b) if, in the aggregate,
the changes in volume and price represent 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; and
(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 (1) (i) and (1) (ii) do not apply if the
registration statement is on From 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
eUniverse under 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.
(4) 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
20
<PAGE>
(5) Insofar as indemnification for liabilities raising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant under 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 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 and will be governed by the final adjudication of such issue.
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Wallingford, State of Connecticut, on December 8,
2000.
eUniverse, Inc.
By: /s/ William R. Wagner
------------------------------
William R. Wagner
Chief Financial Officer
The undersigned officers and directors of the registrant hereby
severally constitute and appoint Brad D. Greenspan and William R. Wagner, and
each of them, our true and lawful attorney with full power to sign for us and in
our names in the capacities indicated below, any and all pre-effective and
post-effective amendments to the registration statement on Form S-3 filed
herewith and any additional registration statements filed under Rule 462(b) to
register additional shares, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable the registrant to
comply with the provisions of the Securities Act of 1933, hereby ratifying and
confirming our signatures as they may be signed by our said attorney to any and
all amendments to said registration statement.
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 December 8, 2000.
/s/ Brad D. Greenspan
------------------------------------------------
Brad D. Greenspan
Chairman of the Board of Directors
(principal executive officer)
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<PAGE>
/s/ William R. Wagner
------------------------------------------
William R. Wagner
Chief Financial Officer
(principal financial officer and principal accounting officer)
/s/ Brett Brewer
-------------------------------------
Brett Brewer
Director
-------------------------------------
Daniel Mosher
Director
