<PAGE>
UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
HEALTHCENTRAL.COM
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 94-3250851
---------------- -------------------
(Jurisdiction of (I.R.S. Employer
incorporation) Identification No.)
HealthCentral.com
6001 Shellmound Street, Suite 800
Emeryville, CA 94608
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(Address of principal executive offices)
Vitamins.com, Inc. 1999 Stock Incentive Plan
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(Full Title of the Plan)
C. Fred Toney
Chief Financial Officer and
Executive Vice President
HealthCentral.com
6001 Shellmound Street, Suite 800
Emeryville, CA 94608
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(Name and Address of Agent for Service)
(510) 250-2500
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(Telephone Number, Including Area Code, of Agent for Service)
<PAGE>
CALCULATION OF THE REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each
Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered (1) Unit (2) Price (2) Registration Fee
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 270,271 $3.876 $708,318.85 $187.00
value $.001 per
share
------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration
Statement also covers an additional indeterminate number of shares which by
reason of certain events specified in the plan may become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price was calculated on the
basis of the prices at which the options may be exercised.
II - 1
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by HealthCentral.com (the "Registrant") with
the Securities and Exchange Commission are incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, as amended.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.
(c) The following current reports on Form 8-K of the Registrant:
i. The Current Report on Form 8-K dated March 16, 2000
ii. The Current Report on Form 8-K dated March 17, 2000
iii. The Current Report on Form 8-K/A dated March 22, 2000
iv. The Current Report on Form 8-K dated June 19, 2000
v. The Current Report on Form 8-K dated July 25, 2000
(d) The description of the Registrant's common stock contained in the
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission under Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on October 6, 1999, including any amendment
or description filed for the purposes of updating such description.
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All reports or other documents subsequently filed by the Registrant
pursuant to section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold hereunder, shall be deemed to be incorporated
by reference herein and to be a part of this Registration Statement from the
date of filing such reports or documents.
Item 4. Description of Securities.
N/A
Item 5. Interests of Named Experts and Counsel.
N/A
Item 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under Delaware law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
Delaware General corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.
Item 7. Exemption from Registration Claimed
N/A
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Counsel
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Powers of Attorney (included as part of the signature page to this
Registration Statement)
99.1 Vitamins.com, Inc. 1999 Stock Incentive Plan
</TABLE>
Item 9. Undertakings
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:
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(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) 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 the 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 present 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;
(c) 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;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(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 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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
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
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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 Ace and will be governed by the
final adjudication of such issue.
II - 2
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
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 Emeryville and the County of Alameda, State of
California, on this 31st day of July, 2000.
HEALTHCENTRAL.COM
By: /s/ Albert L. Greene
--------------------------
Albert L. Greene
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on this 31st day of July, 2000 by
the following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ Albert L. Greene President, Chief Executive Officer and
------------------------------------------- Director
Albert L. Greene
/s/ C. Fred Toney Executive Vice President and Chief
------------------------------------------- Financial Officer
C. Fred Toney
</TABLE>
III - 3
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below, being a member of the Board of Directors of HealthCentral.com
(the "Company"), hereby constitutes and appoints C. Fred Toney and Albert L.
Greene, and each of
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them, as his true and lawful attorney-in-fact and agent, each with full power of
substitution and resubstitution, for and in his name, place and stead, in any
and all capacities, to sign on his behalf a registration statement on Form S-8
with respect to 270,271 shares of the Company's common stock issuable to former
holders of options to acquire Vitamins.com, Inc. stock upon exercise of the
options to acquire shares of common stock of the Company substituted therefore,
and any and all amendments (including post-effective amendments) thereto and any
Registration Statement relating to the same offering pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and all other documents in connection therewith and with such
registration statements, with the Securities and Exchange Commission, with the
full power and authority to do and perform each and every act and thing
necessary or advisable to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney may be executed in any number of counterparts.
<TABLE>
<CAPTION>
Dated: July 27, 2000
<S> <C>
/s/ James J. Hornthal
------------------------------------------- Director
James J. Hornthal
/s/ Michael D. McDonald
------------------------------------------- Director
Michael D. McDonald
/s/ Sheryle J. Bolton
------------------------------------------- Director
Sheryle J. Bolton
/s/ Annette Campbell-White
------------------------------------------- Director
Annette Campbell-White
/s/ Dean S. Edell
------------------------------------------- Director
Dean S. Edell
/s/ Wesley D. Sterman
------------------------------------------- Director
Wesley D. Sterman
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
/s/ Robert M. Haft
------------------------------------------- Director
Robert M. Haft
/s/ Robin Wolaner
------------------------------------------- Director
Robin Wolaner
/s/ C. Sage Givens
------------------------------------------- Director
C. Sage Givens
</TABLE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------------ -------------------------------------------------------------------------------
<C> <S>>
5.1 Opinion of Counsel
23.1 Consent of Independent Accountants
23.2 Consent of Counsel
24.1 Powers of Attorney (included as part of the signature page to this
Registration Statement)
99.1 Vitamins.com, Inc. 1999 Stock Incentive Plan
</TABLE>
7
