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As filed with the Securities and Exchange Commission on January 26, 2000
Registration No. 333-
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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)
Delaware 52-2001899
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
219 Vassar Street Cambridge, Massachusetts 02139
(Address of Principal Executive Offices) (Zip Code)
1999 Employee Stock Purchase 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
(Name and Address of Agent for Service)
(617) 497-1707
(Telephone number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to be Registered Offering Price Per Aggregate Offering Registration Fee
Registered Share Price
<S> <C> <C> <C> <C>
Common Stock 750,000 shares $47.75(1) $35,812,500(1) $9,454.50(1)
$0.01 par value per
share
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</TABLE>
(1) 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 January 21,
2000.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Part I is included in documents sent or given
to participants in the 1999 Employee Stock Purchase Plan of C-bridge Internet
Solutions, Inc. pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
The following documents, which are filed with the Securities and Exchange
Commission, are incorporated in this registration statement by reference:
(a) The registrant's prospectus dated December 17, 1999, filed pursuant to
Rule 424(b) under the Securities Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the prospectus referred
to in (a) above.
(c) The description of the common stock of the registrant, par value $0.01
per share, contained in the registrant's registration statement on Form 8-A
dated November 18, 1999 and filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of common stock offered
hereby have been sold or which deregisters all shares of common stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of the documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent a statement contained herein or in any
other subsequently filed document which also is or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interest of Named Experts and Counsel.
Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., Boston, Massachusetts
has opinioned as to the securities being offered by this Registration Statement.
Joseph E. Mullancy, III, a partner of the firm, owns 500 shares and options to
purchase 10,000 shares of common stock of the registrant.
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
within 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
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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 at 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
Item 9. Undertakings.
(a) The 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 this Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the
information set forth in this Registration Statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement
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or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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 the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(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.
(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 registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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) 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Cambridge, Massachusetts, on this 26th day of January, 2000.
C-BRIDGE INTERNET SOLUTIONS, INC.
By: /s/ Joseph M. Bellini
---------------------------------
Joseph M. Bellini
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of C-bridge Internet Solutions,
Inc., hereby severally constitute Joseph M. Bellini, Richard O. Wester and
Joseph E. Mullaney III, Esq., and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable C-bridge Internet
Solutions, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated of January, 2000.
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Joseph M. Bellini President, Chief Executive Officer and Director January 26, 2000
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Joseph M. Bellini (Principal Executive Officer)
/s/ Richard O. Wester Vice President, Finance, Chief Financial Officer and January 26. 2000
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Richard O. Wester Treasurer (Principal Financial Officer and
Principal Accounting Officer)
/s/ Joseph L. Badaracco, Jr. Director January 26, 2000
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Joseph L. Badaracco, Jr.
/s/ Paul R. Charron Director January 26, 2000
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Paul R. Charron
/s/ Gerard F. King, II Director January 26, 2000
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Gerard F. King, II
/s/ Raymond J. Lane Director January 26, 2000
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Raymond J. Lane
/s/ Ramanan Raghavendran Director January 26, 2000
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Ramanan Raghavendran
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INDEX TO EXHIBITS
Number Description
- ------ -----------
3.1(1) Second Amended and Restated Certificate of Incorporation of
the Registrant
3.2(1) Amended and Restated By-Laws of the Registrant
4.1(1) Specimen stock certificate of common stock of the Registrant
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., counsel to the Registrant
23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of attorney (included in the signature pages of this
registration statement)
______________
(1) Previously filed with the Securities and Exchange Commission as an Exhibit
to the Registrant's Registration Statement on Form S-1, as amended (File
No.333-89069) and incorporated herein by reference.
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EXHIBIT 23.1
[LETTERHEAD OF MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO PC]
January 26, 2000
C-bridge Internet Solutions, Inc.
219 Vassar Street
Cambridge, Massachusetts 02139
Re: 1999 Employee Stock Purchase Plan
---------------------------------
Ladies and Gentleman:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to an aggregate of 750,000 shares of common stock, $0.01
par value share ("the Shares"), of C-bridge Internet Solutions, Inc., a
Delaware corporation ("the Company"), issuable under the Company's 1999 Employee
Stock Purchase Plan (the "Plan").
We have examined the Certificate of Incorporation of the Company and the
By-Laws of the Company, each as amended and restated to date, and originals, or
copies certified to our satisfaction, of all pertinent records of the meetings
of the directors and stockholders of the Company, the Registration Statement
and such other documents relating to the Company as we have deemed material for
the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified, photostatic or facsimile copies, and the authenticity of the
originals of any such documents.
We assume that the appropriate action will be taken, prior the offer and
sale of the shares in accordance with the plan, to register and qualify the
shares for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the applicable provisions of the Delaware Constitution and its
General Corporation Laws of the State of Delaware ("Delaware Law") and the
reported judicial decisions interpreting Delaware Law.
<PAGE>
C-bridge Internet Solutions, Inc.
January 26, 2000
Page 2
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opinioning only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
Based on the foregoing, we are of the opinion that the Company has duly
authorized for issuance the Shares covered by the Registration Statement to be
issued under the Plan, as described in the Registration Statement, and such
Shares, when issued and paid for in accordance with the terms of the Plan, will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Mintz Levin Cohn Ferris Glovsky and Popeo P.C.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated
October 28, 1999, except for the matters discussed in Note 13, as to which the
date is November 9, 1999, included in C-bridge Internet Solutions, Inc.'s
Registration Statement on Form S-1 (No. 333-89069), as amended, as filed with
the Securities and Exchange Commission on December 16, 1999, and to all
references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
-----------------------
Boston, Massachusetts
January 26, 2000
