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As filed with the Securities and Exchange Commission on August 23, 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
MEDIAPLEX, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 177 Steuart Street, Second Floor 94-3295822
(State of Incorporation) San Francisco, California 94105-1230 (I.R.S. Employer Identification No.)
(Address, including zip code, of Registrant's principal
executive offices)
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AMENDED AND RESTATED 1999 STOCK PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
COMMON STOCK PURCHASE WARRANT
(Full title of the plans)
Gregory R. Raifman
Chief Executive Officer
Mediaplex, Inc.
177 Steuart Street, Second Floor
San Francisco, California 94105-1230
(415) 808-1900
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Aaron J. Alter, Esq.
Michelle L. Whipkey, Esq.
Linda M. Cuny-Smith, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed Amount of
Title of Securities to to be Maximum Maximum Registration
be Registered Registered (1) Offering Price Per Aggregate Fee
Share
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<S> <C> <C> <C> <C>
Common Stock issuable under Amended and Restated 1999 Stock 1,400,000 $7.755 (2) $10,857,000 (2) $2,866.25
Plan, par value $0.0001
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Common Stock issuable under 1999 Employee Stock Purchase Plan, 400,000 $7.755 (2) $3,102,000 (2) $818.93
par value $0.0001
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Common Stock issuable under Common Stock Purchase Warrant, par 500,000 $0.50 (3) $250,000 (3) $66.00
value $0.0001
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Total 2,300,000 $14,209,000 $3,751.18
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable 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 Common Stock.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act") solely for the purpose of calculating the
total registration fee. As the price at which options are to be granted in
the future is not currently determined, computation is based pursuant Rule
457(c) of the Securities Act whereby the per share price is the
average between the high and low price reported in the Nasdaq National
Market on August 17, 2000.
(3) Calculated pursuant to Rule 457(h) under the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
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This Registration Statement on Form S-8 (the "Registration Statement") is
being filed for the purpose of registering: (i) additional shares authorized
for issuance under the Registrant's Amended and Restated 1999 Stock Plan as a
result of a 400,000 share automatic annual increase and a 1,000,000 share
increase approved by the Registrant's Board of Directors and Stockholders; (ii)
additional shares authorized for issuance under the Registrant's 1999 Employee
Stock Purchase Plan as a result of a 400,000 share automatic annual increase;
and (iii) 500,000 shares to be issued pursuant to a Common Stock Purchase
Warrant issued to Timothy Favia, Executive Vice President, Corporate
Development of the Registrant. The 1999 Plan, as amended by the Registrant's
Board of Directors and Stockholders to increase the number of shares reserved
for issuance and to provide for a higher annual increase as provided for in
Section 3 thereunder, is being filed as an exhibit to the Registration
Statement.
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference into this Registration
Statement and into the Prospectuses relating to this Registration Statement,
pursuant to Rule 428 of Regulation C of the Securities Act of 1933, as amended
(the "Securities Act"), the following documents and information previously filed
with the Securities and Exchange Commission (the "Commission"):
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as amended and filed with the Commission on April 28, 2000.
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000 as filed with the Commission on May 2, 2000.
3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 2000 as filed with the Commission on July 25, 2000.
4. The Registrant's Current Report on Form 8-K as filed with the Commission
on August 2, 2000.
5. The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-A filed with the Commission on October 12,
1999.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date hereof, and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
registers all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities
Not applicable.
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Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Article VII of the Registrant's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permissible under Delaware law.
Article VI of the Registrant's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the Registrant if such
person acted in good faith and in a manner reasonably believed to be in and not
opposed to the best interest of the Registrant, and, with respect to any
criminal action or proceeding, the indemnified party had no reason to believe
his or her conduct was unlawful.
The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Registrant's Bylaws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Document
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4.1 Registrant's Amended and Restated 1999 Stock Plan and form of agreement
4.2* Registrant's 1999 Employee Stock Purchase Plan
4.3 Internet Extra Corporation Warrant Purchase Agreement
4.4 Internet Extra Corporation Common Stock Purchase Warrant
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
("WSGR")
23.1 Consent of PricewaterhouseCoopers, Independent Public Accountants
23.2 Consent of WSGR (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
______________________
* Previously filed as an exhibit to Registrant's Registration Statement on
Form S-1 (File No. 333-82799), declared effective November 18, 1999.
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Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the 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 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 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 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, the Registrant,
Mediaplex, Inc., 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of San Francisco, State of
California, on the 22nd day of August, 2000.
MEDIAPLEX, INC.
By: /s/ Gregory R. Raifman
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Gregory R. Raifman
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gregory R. Raifman and Alan M. Raifman and each
of them, acting individually, as his attorney-in-fact, with full power of
substitution, for him and in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-8 (including post-effective
amendments) and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to the Registration Statement on Form S-8.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Gregory R. Raifman Chairman Chief Executive Officer and August 22, 2000
-------------------------------------- President (Principal Executive Officer)
Gregory R. Raifman
/s/ Paul A. Ryan Acting Chief Financial Officer (Principal) August 22, 2000
-------------------------------------- Accounting Officer)
Paul A. Ryan
/s/ Jon L. Edwards Vice Chairman August 22, 2000
--------------------------------------
Jon L. Edwards
/s/ Lawrence D. Lenihan, Jr. Director August 22, 2000
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Lawrence D. Lenihan, Jr.
/s/ Peter S. Sealey Director August 22, 2000
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Peter S. Sealey
/s/ James DeSorrento Director August 22, 2000
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James DeSorrento
/s/ A. Brooke Seawell Director August 22, 2000
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A. Brooke Seawell
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INDEX TO EXHIBITS
Exhibit
Number Document
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4.1 Registrant's Amended and Restated 1999 Stock Plan and form of
agreement
4.2* Registrant's 1999 Employee Stock Purchase Plan
4.3 Internet Extra Corporation Warrant Purchase Agreement
4.4 Internet Extra Corporation Common Stock Purchase Warrant
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
("WSGR")
23.1 Consent of PricewaterhouseCoopers LLP, Independent Public
Accountants
23.2 Consent of WSGR (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
______________________
* Previously filed as an exhibit to Registrant's Registration Statement on
Form S-1 (File No. 333-86459), declared effective November 18, 1999.
