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As filed with the Securities and Exchange Commission on June 26, 2000
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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JUPITER COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 13-4069996
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(State or other jurisdiction
of incorporation or organization) (I.R.S. Employer Identification No.)
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627 BROADWAY
NEW YORK, NY 10012
(Address of principal executive offices) (Zip Code)
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INTERNET RESEARCH GROUP (FORMERLY COLLABORATIVE MARKETING, INC.)
1999 STOCK OPTION PLAN
(Full title of the Plans)
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GENE DEROSE
CHIEF EXECUTIVE OFFICER
JUPITER COMMUNICATIONS, INC.
627 BROADWAY, NEW YORK, NY 10012
(Name and address of agent for service)
TELEPHONE (212) 780-6060
FACSIMILE (212) 780-6075
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) AGGREGATE OFFERING PRICE REGISTRATION FEE
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Internet Research Group (formerly
Collaborative Marketing, Inc.) 1999
Stock Option Plan 61,448 shares $0.02 $1,228.96 $1.00
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Common Stock, $0.01 par value
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Internet Research Group
(formerly, Collaborative Marketing, Inc.) 1999 Stock Option Plan by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration
which results in an increase in the number of the outstanding shares of
Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the outstanding options.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Jupiter Communications, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, filed with the SEC on March 30,
2000 pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "1934 Act");
(b) The Registrant's Quarterly report on Form 10-Q for the fiscal
quarter ended March 31, 2000, filed with the SEC on May 15,
2000;
(c) The Registrant's Current Reports on Form 8-K, filed with the
SEC on March 30, 2000 and April 25, 2000 (as amended on May
15, 2000); and
(d) The Registrant's Registration Statement No. 000-27537 on Form
8-A12G filed with the SEC on October 4, 1999 in which there
is described the terms, rights and provisions applicable to
the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 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 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
The Registrant's certificate of incorporation, as amended and
restated, in effect as of the date hereof, provides that, except to the extent
prohibited by the Delaware General Corporation Law, as amended (the "DGCL"),
the Registrant's directors shall not be personally liable to the Registrant or
its stockholders for monetary damages for any breach of fiduciary duty as
directors of the Registrant. Under the DGCL, the directors have a fiduciary
duty to the Registrant which is not eliminated by this provision of the
Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available. In
addition, each director will continue to be subject to liability under the DGCL
for breach of the director's duty of loyalty to the Registrant, for acts or
omissions which are found by a court of competent jurisdiction to be not in
good faith or involving intentional misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
prohibited by DGCL. This provision also does not affect the directors'
responsibilities under any other laws, such as the Federal securities laws or
state or Federal environmental laws.
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Section 145 of the DGCL empowers a corporation to indemnify its
directors and officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers, provided
that this provision shall not eliminate or limit the liability of a director:
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the DGCL and provides that the
Registrant shall fully indemnify any person who was or is made or is threatened
to be made a party or is otherwise involved in any action, suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the
fact that such person is or was or has agreed to become, or a person for whom
such person is the legal representative, is or was or has agreed to become a
director or officer of the Registrant or, while a director or officer of the
Registrant, is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
(including attorney's fees), reasonably incurred by such person in connection
with such action, suit or proceeding.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate. The Registrant is not aware of any
threatened litigation or proceeding that may result in a claim for such
indemnification.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's
Registration Statements No. 000-27537 on form 8-A12G which is incorporated
herein by reference pursuant to Item 3(d).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG LLP, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 Internet Research Group (formerly, Collaborative Marketing, Inc.) 1999 Stock
Option Plan.
99.2 Form of 1999 Incentive Stock Option Agreement.
99.3 Form of Option Assumption Agreement.
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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 (i) to include any prospectus required
by Section 10(a)(3) of the 1933 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, represent 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 or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii)
shall not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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
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post-effective amendment any of the securities being registered which remain
unsold at the termination of the Internet Research Group (formerly,
Collaborative Marketing, Inc.) 1999 Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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
1933 Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 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 1933 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 New York, State of New York on this 23rd day of
June, 2000.
JUPITER COMMUNICATIONS, INC.
By: /s/ Gene DeRose
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Gene DeRose
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Jupiter Communications,
Inc., a Delaware corporation, do hereby constitute and appoint Gene DeRose,
Chief Executive Officer, and Jean Robinson, Chief Financial Officer, and each
of them, the lawful attorneys-in-fact and agents with full power and authority
to do any and all acts and things and to execute any and all instruments which
said attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names
of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that all said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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Signature Title Date
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/s/ Gene DeRose
-------------------------------------- Chief Executive Officer and Chairman June 23, 2000
Gene DeRose of the Board of Director (Principal
Executive Officer)
/s/ Kurt Abrahamson
-------------------------------------- President, Chief Operating Officer June 23, 2000
Kurt Abrahamson and Director
/s/ Jean Robinson
-------------------------------------- Chief Financial Officer (Principal June 23, 2000
Jean Robinson Financial and Accounting Officer)
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/s/ Robert Kavner Director June 23, 2000
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Robert Kavner
/s/ Jeff Ballowe Director June 23, 2000
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Jeff Ballowe
/s/ Kurt Andersen Director June 23, 2000
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Kurt Andersen
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
JUPITER COMMUNICATIONS, INC.
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EXHIBIT INDEX
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Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's
Registration Statements No. 000-27537 on form 8-A12G which is incorporated
herein by reference pursuant to Item 3(d).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG LLP, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 Internet Research Group (formerly, Collaborative Marketing, Inc.) 1999 Stock
Option Plan.
99.2 Form of 1999 Incentive Stock Option Agreement.
99.3 Form of Option Assumption Agreement.
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