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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 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
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NBC INTERNET, INC.
(Exact name of Registrant as Specified in Its Charter)
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DELAWARE 94-3333463
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
225 BUSH STREET
SAN FRANCISCO, CALIFORNIA 94104
(Address of Principal Executive Offices)
CONNECT INNOVATIONS, INC. 1998 STOCK PLAN
GLOBALBRAIN.NET INC. 1999 STOCK OPTION PLAN
(Full Title of the Plan)
----------------------------------------------
WILLIAM J. LANSING
CHIEF EXECUTIVE OFFICER
NBC INTERNET, INC.
225 BUSH STREET
SAN FRANCISCO, CALIFORNIA 94104
(Name and Address of Agent for Service)
(415) 375-5000
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
BRUCE ALAN MANN, ESQ. ANTHONY ALTIG
MORRISON & FOERSTER LLP NBC INTERNET, INC.
425 MARKET STREET 225 BUSH STREET
SAN FRANCISCO, CALIFORNIA 94105 SAN FRANCISCO, CALIFORNIA 94104
(415) 268-7000 (415) 375-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share (1) Price (1) Fee
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 297,263 $8.6875 $2,582,473 $681.77
$.0001 par value
per share
Common Stock, 26,866 $8.6875 $ 233,398.37 $ 61.62
$.0001 par value
per share
</TABLE>
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(1) Estimated in accordance with Rule 457(h) under the Securities Act
of 1933, as amended, solely for the purpose of calculating the
registration fee. Computation based upon the average of the high and
low prices of the Registrant's Common Stock as reported on the Nasdaq
National Market on September 12, 2000.
================================================================================
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by NBC Internet, Inc. (the "Registrant")
with the Commission are incorporated by reference herein:
(a) The Registrant's Annual Report as filed on Form 10-K filed on March
28, 2000, which includes audited financial statements of the Registrant.
(b) The description of the Registrant's Class A common stock which is
contained in its Registration Statement on Form 8-A filed under the Securities
Exchange Act of 1934 (the "Exchange Act") on November 2, 1999, including any
amendment or report filed for the purpose of updating such description.
(c) The Registrant's Quarterly Report for the period ended June 30,
2000 as filed on Form 10-Q on August 8, 2000.
(d) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the audited financial statements
described in (a) above.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such 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 purposes of this Registration Statement
to the extent that a statement contained herein or in any
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subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the General Corporation Law of the State of
Delaware, the Registrant has broad powers to indemnify its directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act. Article IX of the Registrant's Amended and
Restated Bylaws also provides for mandatory indemnification of its directors and
executive officers, and permissive indemnification of its employees and agents,
to the fullest extent permissible under Delaware law.
Article Nine of the Registrant's Restated Certificate of Incorporation
provides that the liability of its directors for monetary damages shall be
eliminated to the fullest extent permissible under Delaware law. Pursuant to
Delaware law, this includes elimination of liability for monetary damages for
breach of the directors' fiduciary duty of care to the Registrant and its
stockholders. These provisions do not eliminate the directors' duty of care and,
in appropriate circumstances, equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for any transaction from which the director derived an improper personal
benefit, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.
The Registrant has entered into agreements with its directors and
certain of its executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred (including expenses of a derivative action) in
connection with any proceeding, whether actual or threatened, to which any such
person may be made a party by reason of the fact that such person is or was a
director or officer of the Registrant or any of its affiliated enterprises,
provided such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Registrant and,
with respect to any criminal proceeding, had no reasonable cause to believe his
or her conduct was unlawful. The indemnification agreements also set forth
certain procedures that will apply in the event of a claim for indemnification
thereunder.
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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 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.
The Registrant has obtained a policy of directors' and officers'
liability insurance that insures the Registrant's directors and officers against
the cost of defense, settlement or payment of a judgment under certain
circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Registrant
(Incorporated by reference to the Registrant's Registration
Statement on Form S-8 (Registration No. 333-91715) on
November 29, 1999).
4.2 Amended and Restated Bylaws of the Registrant (Incorporated
by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-91715) on November 29, 1999).
5.1 Opinion of MORRISON & FOERSTER LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of MORRISON & FOERSTER LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (See signature page of this Registration
Statement).
99.1 Connect Innovations, Inc. 1998 Stock Plan.
99.2 Globalbrain.net Inc. 1999 Stock Option Plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
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(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.
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 pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in the
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 this
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 upon the termination of the offering.
(b) The undersigned 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 indemnity provisions
summarized in Item 6 above or otherwise, the Registrant has been
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advised that in the opinion of the 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 of 1933, as
amended, 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 San Francisco, State
of California, on September 14, 2000.
NBC INTERNET, INC.
By:
-----------------------
William J. Lansing
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, William J.
Lansing and Anthony Altig, with full power to act alone, as his or her true and
lawful attorney-in-fact, with the power of substitution, for and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each said attorney-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------------------- Chief Executive Officer and September 14, 2000
William J. Lansing Class A Director
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--------------------- Principal Financial and September 14, 2000
Anthony E. Altig Accounting and Officer
--------------------- Vice Chairman of the Board of September 14, 2000
Chris Kitze Directors and Class A
Director
---------------------
James J. Heffernan Class A Director September 14, 2000
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Jeffrey Ballowe Class A Director September 14, 2000
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Philip Schlein Class A Director September 14, 2000
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Robert C. Harris, Jr. Class A Director September 14, 2000
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L. Lowry Mays Independent Director September 14, 2000
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Mark W. Begor Class B Director September 14, 2000
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--------------------- Chairman of the Board of
Robert C. Wright Directors and Class B September 14, 2000
Director
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Gary M. Reiner Class B Director September 14, 2000
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John F. Welch, Jr. Class B Director September 14, 2000
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Martin J. Yudkovitz Class B Director September 14, 2000
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Scott M. Sassa Class B Director September 14, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Restated Certificate of Incorporation of the Registrant
(Incorporated by reference to the Registrant's Registration
Statement on Form S-8 (Registration No. 333-91715) on
November 29, 1999).
4.2 Amended and Restated Bylaws of the Registrant (Incorporated by
reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-91715) on November 29, 1999).
5.1 Opinion of MORRISON & FOERSTER LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of MORRISON & FOERSTER LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (See signature page of this Registration
Statement).
99.1 Connect Innovations, Inc. 1998 Stock Plan.
99.2 Globalbrain.net Inc. 1999 Stock Option Plan.
