<PAGE>
As filed with the Securities and Exchange Commission on September 18, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FINDWHAT.COM
(Exact name of Registrant as specified in its charter)
Nevada 121 West 27th Street 88-0348835
(State or other jurisdiction New York, NY 10001 (I.R.S. Employer
of incorporation (Address of Registrant's Identification No.)
or organization) principal executive offices)
FINDWHAT.COM
1999 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Robert D. Brahms
Chief Executive Officer
FindWhat.com
121 West 27th Street, Suite 903
New York, New York 10001
(212) 255-1500
(Name, address and telephone number of agent for service)
Copies of Correspondence to:
John B. Pisaris, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
Telephone No. (614) 227-2025
Telecopier No. (614) 227-2100
[email protected]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share* Price* Fee*
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<S> <C> <C> <C> <C>
Common stock, $.001 par value 1,975,000 $3.09375 $6,110,156 $1,613
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</TABLE>
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the closing bid and asked price of
FindWhat.com Common Stock as reported on the Nasdaq Smallcap Market on September
12, 2000.
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of FindWhat.com Common Stock, $.001 par value, as may be
issuable pursuant to future stock dividends, stock splits or similar
transactions.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information concerning the 1999 Stock
Incentive Plan of FindWhat.com., a Nevada corporation, ("FindWhat" or the
"Company"), specified in Part I, will be sent or given to participants as
specified by Rule 428(b)(1). Such documents are not a part of this Registration
Statement in accordance with the Note to Part I of the Form S-8 Registration
Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by
reference the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
registration statement, and information that we later file with the Commission
will automatically update and supersede this information. Accordingly, we
incorporate by reference the following documents we filed with the Commission
pursuant to the Securities Exchange Act of 1934 (Commission File Number
000-27331):
- Our annual report on Form 10-KSB filed with the Commission for the
year ended December 31, 1999, pursuant to Section 12 of the Securities
Exchange Act of 1934, filed with the Commission on March 30, 2000;
- Our definitive proxy statement on Schedule 14A filed with the
Commission on April 28, 2000;
- Our quarterly reports on Form 10-QSB for the quarter ended March 31,
2000, filed with the Commission on May 15, 2000, and for the quarter
ended June 30, 2000, filed with the Commission on August 14, 2000;
- Our current report on Form 8-K dated August 14, 2000, filed with the
Commission on August 15, 2000;
- The description of our common stock, contained in our registration
statement on Form 10, and all amendments thereto and reports filed for
the purpose of updating such description; and
- All documents filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this
registration statement and before the offering of our common stock
under our 1999 Stock Incentive Plan thereby is completed (other than
portions of such documents described in paragraphs (i), (k) and (l) of
Item 402 of Regulation S-K promulgated by the Commission).
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Articles of Incorporation do not provide for the indemnification of a
present or former director or officer. However, pursuant to Nevada Revised
Statutes Section 78.750 and 78.751, we must indemnify any of our directors,
officers, employees or agents who is successful on the merits or otherwise in
defense of any action or suit. This indemnification includes expenses, including
attorney's fees actually or reasonably incurred. Nevada law also provides for
discretionary indemnification for each person who serves as or at our request as
our officer or director. We may indemnify these individuals against all costs,
expenses, and liabilities incurred in a threatened, pending, or completed
action, suit or proceeding brought because the individual is our director or
officer. The individual must have conducted himself in good faith and reasonably
believed that his conduct was in, or not opposed to, our best interests. In a
criminal action he must not have had a reasonable cause to believe his conduct
was unlawful.
Our by-laws provide:
Unless prohibited by Nevada law, we must indemnify any person who is or was
involved in any manner (including, without limitation, as a party or a witness),
or is threatened to be so involved, in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, arbitrative
or investigative, including without limitation, any action, suit or proceeding
brought by us or in our right to procure a judgment in our favor, by reason of
the fact that the person is or was our director, officer, employee or agent, or
is or was serving at our request as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other entity or enterprise, against all expenses and liabilities actually and
reasonably incurred by such person in connection with any such action, suit or
proceeding. The right to indemnification conferred by our by-laws shall be
presumed to have been relied upon by our directors, officers, employees and
agents and shall be enforceable as a contract right and inure to the benefit of
heirs, executors and administrators of such individuals.
Our board of directors is authorized, on our behalf, to enter into, deliver
and perform agreements or other arrangements to provide any indemnitee with
specific rights of indemnification in addition to the rights provided hereunder
to the fullest extent permitted by Nevada Law. Such agreements or arrangements
may provide:
(i) that the expenses of our officers and directors incurred in defending a
civil or criminal action, suit or proceeding, must be paid by us as they are
incurred and in advance of the final disposition of any such action, suit or
proceeding provided that, if required by Nevada Law at the time of such advance,
the officer or director provides an undertaking to repay such amounts if it is
ultimately determined by a court of competent jurisdiction that such individual
is not entitled to be indemnified against such expenses;
(ii) that the indemnitee shall be presumed to be entitled to
indemnification under our by-laws or such agreement or arrangement and we will
have the burden of proof to overcome that presumption;
(iii) for procedures to be followed by us and the indemnitee in making any
determination of entitlement to indemnification or for appeals therefrom; and
(iv) for insurance or such other financial arrangements, all as may be
deemed appropriate by the board of directors as the time of execution of such
agreement or arrangement.
We may, unless prohibited by Nevada Law, purchase and maintain insurance or
make other financial arrangements on behalf of any indemnitee for any liability
asserted against the indemnitee and liability and expenses that he or she
incurred in his or her capacity as a director, officer, employee or agent, or
arising out of his or her status as such, whether or not the corporation has the
authority to indemnify him or her against such liability and expenses. Such
other financial arrangements may include:
- the creation of a trust fund;
- the establishment of a program of self-insurance;
- the securing of our obligation of indemnification by granting a
security interest or other lien on any of our assets; or
- the establishment of a letter of credit, guaranty or surety.
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The foregoing by-law provisions, as well as this provision, may be amended
by our stockholders only by vote of the holders of 66 2/3% of the entire number
of shares of each class, voting separately, of our outstanding capital stock
(even though the right of any class to vote is otherwise restricted or denied),
provided that no amendment or repeal of these by-law provisions will adversely
affect the indemnification rights of any indemnitee existing at the time such
repeal or amendment becomes effective.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to our directors, officers and controlling
persons pursuant to these provisions or otherwise, we have 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.
The above discussion of the Company's Articles, By-Laws, and Nevada law is
not intended to be exhaustive and is respectively qualified in its entirety by
such Articles, By-Laws, and applicable Nevada statutes.
ITEM 7. EXEMPTION FROM REGISTRATION
Not applicable.
ITEM 8. EXHIBITS
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Exhibit Number Description
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<S> <C>
4(a) FindWhat.com (f/k/a BeFirst.com) 1999 Stock Incentive Plan
(previously filed as Exhibit 10.4 to prior Form 10 (No. 0-27331)
filed with the Securities and Exchange Commission on September
14, 1999 and incorporated herein by reference).
4(b) Articles of Incorporation of FindWhat.com (f/k/a Collectibles
America, Inc.) (previously filed as Exhibit 3.1 to prior Form 10
(No. 0-27331) filed with the Securities and Exchange Commission
on September 14, 1999 and incorporated herein by reference).
4(c) Bylaws of FindWhat.com. (f/k/a Collectibles America, Inc.)
(previously filed as Exhibit 3.2 to prior Form 10 (No. 0-27331)
filed with the Securities and Exchange Commission on September
14, 1999 and incorporated herein by reference).
5 * Opinion of Porter, Wright, Morris & Arthur LLP regarding
legality.
23(a) * Consent of Porter, Wright, Morris & Arthur LLP (included in
Exhibit 5 filed herewith).
23(b) * Consent of Grant Thornton LLP.
24 * Powers of Attorney.
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* Filed herewith.
ITEM 9. UNDERTAKINGS
The undersigned small business issuer hereby undertakes:
(1) To file, during any period in which offers or sale are being made, as
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-3
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(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of the securities offered would not exceed what was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) Include any additional or changed material information on the
plan of distribution;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or S-8, and the information required
to be included in a post-effective amendment by those paragraphs is
incorporated by reference from periodic reports filed with or furnished to
the Commission by the registrant under the Securities Exchange Act of 1934.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement for the securities offered,
and the offering of the securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small business
issuer 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 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 certifies that it has reasonable grounds to believe that it meets all
of the requirements of 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 September 18, 2000.
FINDWHAT.COM
/s/ Robert D. Brahms
-----------------------------------------
Robert D. Brahms, Chief Executive Officer
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
*Courtney P. Jones Chairman of the Board of Directors September 18, 2000
------------------------------------ and Director
Courtney P. Jones
/s/ Robert D. Brahms Chief Executive Officer and Director September 18, 2000
------------------------------------ (principal executive officer)
Robert D. Brahms
*Craig A. Pisaris-Henderson President, Chief Technology Officer, September 18, 2000
------------------------------------ and Director
Craig A. Pisaris-Henderson
* Phillip R. Thune Chief Financial Officer September 18, 2000
------------------------------------ (principal financial officer)
Phillip R. Thune
------------------------------------ Director September 18, 2000
Dave Medinis
*Lee S. Simonson
------------------------------------ Director September 18, 2000
Lee S. Simonson
*Kenneth E. Christensen
------------------------------------ Director September 18, 2000
Kenneth E. Christensen
------------------------------------ Director September 18, 2000
Martin Berger
* By: /s/ Robert D. Brahms
-------------------------------------------
Robert D. Brahms, attorney-in-fact for each
of the persons indicated
</TABLE>
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plan) have 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 September 18, 2000.
FINDWHAT.COM.
1999 STOCK INCENTIVE PLAN
/s/ Robert D. Brahms
------------------------------------------
By: Robert D. Brahms
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<PAGE>
Registration No. 333-________
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
FINDWHAT.COM
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EXHIBITS
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Exhibit
Number Description
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<S> <C>
4(a) FindWhat.com (f/k/a BeFirst.com) 1999 Stock Incentive Plan
(previously filed as Exhibit 10.4 to prior Form 10 (No. 0-27331)
filed with the Securities and Exchange Commission on September
14, 1999 and incorporated herein by reference).
4(b) Articles of Incorporation of FindWhat.com (f/k/a Collectibles
America, Inc.) (previously filed as Exhibit 3.1 to prior Form 10
(No. 0-27331) filed with the Securities and Exchange Commission
on September 14, 1999 and incorporated herein by reference).
4(c) Bylaws of FindWhat.com. (previously filed as Exhibit 3.2 to prior
Form 10 (No. 0-27331) filed with the Securities and Exchange
Commission on September 14, 1999 and incorporated herein by
reference).
5 * Opinion of Porter, Wright, Morris & Arthur LLP regarding
legality.
23(a) * Consent of Porter, Wright, Morris & Arthur LLP (included in
Exhibit 5 filed herewith).
23(b) * Consent of Grant Thornton LLP.
24 * Powers of Attorney.
</TABLE>
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* Filed herewith.
