<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 2000
REGISTRATION NO. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
INCHORUS.COM
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
NEVADA 7372 86-0891610
(State or Other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Classification Identification Number)
Code)
</TABLE>
2401 MISSION COLLEGE BLVD., SUITE 259
SANTA CLARA, CA 95054
(408) 496-6668
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Executive Offices)
Amended 1999 Stock Option Plan
MR. WILLIAM YUAN
PRESIDENT
INCHORUS.COM
2401 MISSION COLLEGE BLVD., SUITE 259
(408) 496-6668
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Co-Agents for Service)
-----------------------
COPY TO:
JAMES C. CHAPMAN, ESQ.
SILICON VALLEY LAW GROUP
152 NORTH THIRD STREET, SUITE 900
SAN JOSE, CALIFORNIA 95112
(408) 286-6100
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
1
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (1) PRICE FEE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 998,000 shares $1.156 $1,153,688 $ 304.57
Common Stock,
$.001 par value 2,400,000 shares(2) $2.187 $5,248,800 $1,385.68(3)
Total 3,398,000 shares $6,402,488 $1,690.25
- ------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(h).
(2) Previously registered pursuant to a Registration Statement on Form S-8
(Registration No. 333-32462) filed by Registrant on March 14, 2000 (the
"March Registration Statement")
(3) Previously paid pursuant to the filing of the March Registration Statement.
2
<PAGE>
This Registration Statement hereby incorporates by reference the contents
of the March Registration Statement (Registration No. 333-32462).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
See Exhibit Index appearing at page II-3.
3
<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 Santa Clara, State of California, on May 8, 2000.
INCHORUS.COM
By: /s/ WILLIAM YUAN
-----------------------------
William Yuan
Chief Executive Officer
POWER OF ATTORNEY
Each director and/or officer of the Registrant whose signature appears
below hereby appoints William Yuan and Ralph G. Coan, Jr., and each of them
severally, as his attorney-in-fact, to sign in his name and behalf, in any and
all capacities stated below, and to file with the Commission any and all
amendments, including post-effective amendments, to this registration statement,
and the Registrant hereby also appoints each such person as its attorney-in-fact
with like authority to sign and file any such amendments in its name and behalf.
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
- --------- ----- ----
/s/ WILLIAM YUAN Chief Executive Officer May 8, 2000
- -------------------------- President
William Yuan Director
/s/ EDMUND T. LEUNG Chief Technical Officer May 8, 2000
- -------------------------- Director
Edmund T. Leung
/s/ JOHNSON C. LEE Chairman May 8, 2000
- -------------------------
Johnson C. Lee
/s/ RALPH G. COAN, JR. Chief Financial Officer May 8, 2000
- ------------------------- Vice President of Operations
Ralph G. Coan, Jr.
4
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
4.1 1999 Stock Option Plan of the Registrant. (1)
4.1(a) First Amendment to 1999 Stock Option Plan.
4.2 Form of Stock Option Agreement under the 1999 Stock Option
Plan of the Registrant. (1)
5.1 Opinion of Silicon Valley Law Group
23.1 Consent of Silicon Valley Law Group (included in Exhibit 5.1)
23.2 Consent of BDO Seidman, LLP
24.1 Power of Attorney (see page II-2).
____________________
(1) Previously filed with the original Registration Statement on March 14,
2000.
5
<PAGE>
EXHIBIT 4.1(a)
SOFTLINK, INC.
FIRST AMENDMENT
TO
INCHORUS.COM, 1999 STOCK OPTION PLAN
This First Amendment (the "Amendment")to the inChorus.com, 1999 Stock
Option Plan (the "Plan") is adopted this 28th day of April, 2000.
1. Section 3 of the Plan is hereby amended to increase the number of shares
reserved for issuance under the Plan from Two Million Four Hundred Thousand
(2,400,000) shares to Three Million Three Hundred Ninety-Eight Thousand
(3,398,000) shares.
2. Except as set forth in this Amendment, all terms and conditions of the Plan
shall remain in full force and effect..
IN WITNESS WHEREOF, inChorus.com hereby adopts this Amendment as
of the date hereof.
INCHORUS.COM
By: /s/ William Yuan
-------------------------------
William Yuan
President
6
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
May 8, 2000
inChorus.com
2401 Mission College Blvd., Suite 259
Santa Clara, California 95054
Re: inChorus.com
Registration Statement on Form S-8
3,398,000 shares of Common Stock issuable upon
-----------------------------------------------
Gentlepersons:
We are counsel to inChorus.com, a Nevada corporation (the "Company"). We have
assisted the Company in its preparation of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), registering 3,398,000 shares of common stock, $.001 par
value, of the Company (the "Common Stock") issuable upon exercise of options
granted and to be granted under the Company's 1999 Stock Option Plan (the
"Plan").
In rendering this opinion, we have considered such questions of law and
examined such statutes and regulations, corporate records, certificates and
other documents and have made such other examinations, searches and
investigations as we have considered necessary. In such examinations we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified or as photocopies or telecopies. We have
not made an independent examination of the laws of any jurisdiction other than
California and the federal laws of the United States, and we do not express or
imply any opinions in respect to the laws of any other jurisdiction. The
opinions expressed herein are based on legislation and regulations in effect on
the date hereof.
Based on and subject to the foregoing, we are of the opinion that the Common
Stock, when issued pursuant to the exercise of options under the Plan, the Bonus
and the Agreement and the purchase price therefor has been paid, will be duly
and validly issued, fully paid and nonassessable shares of Common Stock.
7
<PAGE>
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Securities Act.
Very truly yours,
/s/ SILICON VALLEY LAW GROUP
SILICON VALLEY LAW GROUP
8
<PAGE>
EXHIBIT 23.2
CONSENT OF BDO SEIDMAN, LLP
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated July 15, 1999, relating to the
consolidated financial statements of inChorus.com (formerly Softlink, Inc.),
which is contained in the Prospectus on Form SB-2. Our report contains an
explanatory paragraph regarding Softlink's ability to continue as a going
concern.
/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
San Jose, California
May 8, 2000
9
