<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 2000.
REGISTRATION NO.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
C-BRIDGE INTERNET SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 219 VASSAR STREET 52-2001899
(State or Other Jurisdiction of CAMBRIDGE, MASSACHUSETTS 02139 (I.R.S. Employer
Incorporation or Organization) TEL. (617) 497-1707 Identification No.)
(Address of Principal Executive Offices
Including Zip Code)
</TABLE>
------------------------
1997 STOCK INCENTIVE PLAN,
1999 STOCK INCENTIVE PLAN,
1999 DIRECTOR STOCK OPTION PLAN,
2000 STOCK INCENTIVE PLAN
(Full Title of the Plan)
------------------------------
JOSEPH M. BELLINI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
C-BRIDGE INTERNET SOLUTIONS, INC.
219 VASSAR STREET
CAMBRIDGE, MASSACHUSETTS 02139
(617) 497-1707
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO REGISTERED OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED (1) (2) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE(2)
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 18,700,000 $16.97 $317,339,000 $83,777.50
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act") this Registration Statement on Form S-8 (this
"Registration Statement") also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described in this
Registration Statement.
(1) Pursuant to Rule 416(a), this Registration Statement shall also cover any
additional shares of Common Stock which become issuable under the 1997 Stock
Incentive Plan, 1999 Stock Incentive Plan, 1999 Director Stock Option Plan,
and 2000 Stock Incentive Plan (collectively, the "Plans") by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of C-bridge Internet
Solutions, Inc. Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, and based upon the average of the high and low prices of the common
stock as reported on the Nasdaq National Market on June 2, 2000.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by C-bridge Internet
Solutions, Inc., a Delaware corporation (the "Company"), relating to 18,700,000
Shares of Common Stock, par value $.01 per share (the "Shares"), to be made
available pursuant to the terms of the Company's 1997 Stock Incentive Plan, 1999
Stock Incentive Plan, 1999 Director Stock Option Plan, and 2000 Stock Incentive
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to Part 1
of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to Part 1
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference into this Registration Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1999.
(b) All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Annual
Report on Form 10-K/A referred to in (a) above.
(c) The description of the Shares set forth in the Company's Registration
Statement on Form 8-A, filed with the Commission on November 18, 1999
under the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All reports and other documents that the Company subsequently files with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment indicating that the Company
has sold all of the securities offered under this Registration Statement or that
deregisters the distribution of all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement from
the date that the Company files such report or document.
Any statement contained in this Registration Statement or any report or
document incorporated into this Registration Statement by reference, however,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in a subsequently dated
report or document that is also considered part of this Registration Statement,
or in any amendment to this Registration Statement, is inconsistent with such
prior statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article EIGHTH of the registrant's Second Amended and Restated Certificate
of Incorporation provides that no director of the registrant shall be personally
liable for any monetary damages for any breach of fiduciary duty as a director,
except to the extent that the Delaware General Corporation Law statute prohibits
the elimination or limitation of liability of directors for breach of fiduciary
duty.
Article NINTH of the registrant's Second Amended and Restated Certificate of
Incorporation provides that a director or officer of the registrant (a) shall be
indemnified by the registrant against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred in connection with any
litigation or other legal proceeding (other than an action by or in the right of
the registrant) brought against him by virtue of his position as a director or
officer of the registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
registrant, and, with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the registrant brought against him by virtue of his position as a
director or officer of the registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to a director or
officer at his request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification for
such expenses.
Indemnification is required to be made unless the registrant determines that
the applicable standard of conduct required for indemnification has not been
met. In the event of a determination by the registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the registrant fails to make an indemnification payment
with 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the registrant
notice of the action for which indemnity is sought and the registrant has the
right to participate in such action or assume the defense thereof.
Article NINTH of the registrant's Second Amended and Restated Certificate of
Incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the Delaware General Corporation
Law statute is amended to expand the indemnification permitted to directors or
officers the registrant must indemnify those persons to the full extent
permitted by such law as so amended.
Section 145 of the Delaware General Corporation Law statute provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving the request of the corporation
in related capacities against amounts paid and expenses incurred in connection
with an action or proceeding to which he is or is threatened to be made a party
by reason of such position, if such person shall have acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, in any criminal proceeding, if such person had no
reasonable cause to believe his conduct was unlawful; provided that, in the case
of actions brought by or in the right of the corporation no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
adjudicating court determines that such indemnification is proper under the
circumstances.
3
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
<C> <S>
4.1 Second Amended and Restated Certificate of Incorporation of
the Company(1)
4.2 Amended and Restated By-Laws of the Company(2)
4.3 Specimen stock certificate of common stock of the Company(3)
5.1 Legal Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Gibson, Dunn & Crutcher LLP(4)
23.2 Consent of Arthur Andersen LLP, Independent Auditors
24.1 Power of Attorney(5)
</TABLE>
------------------------
(1) Incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1/A (Reg. No. 333-89069), originally filed with the SEC
on November 19, 1999.
(2) Incorporated by reference to Exhibit 3.4 to the Company's Registration
Statement on Form S-1/A (Reg. No. 333-89069), originally filed with the SEC
on November 19, 1999.
(3) Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1/A (Reg No. 333-89069), originally filed with the SEC
on November 19, 1999.
(4) Included in Exhibit 5.1.
(5) Included on signature page of this registration statement.
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act,
(ii) to reflect in the prospectus any facts or events arising after the
effective date of 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, 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 clauses (i) and
(ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic
reports filed with or finished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement;
4
<PAGE>
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(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. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
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 (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.
C. REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION
STATEMENT ON FORM S-8.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 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 or 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 Act and
will be governed by the final adjudication of such issue.
[SIGNATURES ON THE NEXT PAGE]
5
<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 Cambridge, Commonwealth of Massachusetts, on this 2nd
day of June 2000.
<TABLE>
<S> <C> <C>
C-BRIDGE INTERNET SOLUTIONS, INC.
BY: /S/ JOSEPH M. BELLINI
-----------------------------------------
Name: JOSEPH M. BELLINI
Title: President and Chief Executive Officer
</TABLE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Each of the directors and/or officers of the Registrant whose signature
appears below hereby appoints Joseph M. Bellini, Richard O. Wester and Clifford
B. Thompson, Esq., and each of them severally as his or her attorney-in-fact to
sign his or her name and on his or her behalf, in any and all capacities stated
below, and to file with the Securities and Exchange Commission any and all
amendments, including post-effective amendments to this Registration Statement
as appropriate, and generally to do all such things in their behalf in their
capacities as officers and directors to enable Registrant to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ JOSEPH M. BELLINI President and Chief Executive
------------------------------------------- Officer and Director June 2, 2000
Joseph M. Bellini (Principal Executive Officer)
Vice President, Finance, Chief
/s/ RICHARD O. WESTER Financial Officer and
------------------------------------------- Treasurer (Principal June 2, 2000
Richard O. Wester Financial Officer and
Principal Accounting Officer)
/s/ JOSEPH L. BADARACCO, JR.
------------------------------------------- Director June 2, 2000
Joseph L. Badaracco, Jr.
/s/ PAUL R. CHARRON
------------------------------------------- Director June 2, 2000
Paul R. Charron
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ GERALD F. KING, II
------------------------------------------- Director June 2, 2000
Gerald F. King, II
/s/ RAYMOND J. LANE
------------------------------------------- Director June 2, 2000
Raymond J. Lane
/s/ RAMANAN RAGHAVENDRAN
------------------------------------------- Director June 2, 2000
Ramanan Raghavendran
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
--------------------- ------------------------------------------------------------
<C> <S>
4.1 Second Amended and Restated Certificate of Incorporation of
the Company(1)
4.2 Amended and Restated By-Laws of the Company(2)
4.3 Specimen stock certificate of common stock of the Company(3)
5.1 Legal Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Gibson, Dunn & Crutcher LLP(4)
23.2 Consent of Arthur Andersen LLP, Independent Auditors
24.1 Power of Attorney(5)
</TABLE>
------------------------
(1) Incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1/A (Reg. No. 333-89069), originally filed with the SEC
on November 19, 1999.
(2) Incorporated by reference to Exhibit 3.4 to the Company's Registration
Statement on Form S-1/A (Reg. No. 333-89069), originally filed with the SEC
on November 19, 1999.
(3) Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1/A (Reg. No. 333-89069), originally filed with the SEC
on November 19, 1999.
(4) Included in Exhibit 5.1.
(5) Included on signature page of this registration statement.
