As filed with the Securities and Exchange Commission on September 11, 2000
Registration No. __-___
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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FIRST ECOM.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 98-0206979
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
902 Henley Building
5 Queens Road Central
Hong Kong SAR
852-2801-5181
(Address, including ZIP code, and telephone number, including area code,
of registrant's principal executive offices)
1999 STOCK OPTION PLAN
(Full title of plan)
Harold L. Hutton Copy to:
President D. Roger Glenn, Esq.
First Ecom.com, Inc. Friedman Kaplan Seiler & Adelman LLP
902 Henley Building 5 875 Third Avenue
Queens Road Central New York, New York 10022
Hong Kong SAR (212) 833-1109
852-2801-5181
<TABLE>
<CAPTION>
===============================================================================================================
Maximum
Title of securities Amount to be Maximum offering Aggregate offering Amount of
to be registered Registered (1) price per unit (2) Price (2) registration fee
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.001 per share 3,000,000 shares $8.125 $24,375,000 $6,435
===============================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
such plan as the result of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) of the Act, based upon the last sale price of the
Common Stock of the Registrant at September 7, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by First Ecom.com, Inc. (the "Company") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K filed on March 29, 2000.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the Company's document referred to in (a) above.
(c) The description of the Company's Common Stock, $0.001 par value per
share (the "Common Stock") contained in the Company's Registration Statement on
Form 10 filed on October 21, 1999.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange 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 are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document 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 other subsequently filed
Incorporated Document 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
Legal matters in connection with the securities registered hereby were
passed upon by Cane & Company, LLC. Partners and attorneys employed by such firm
beneficially own no shares of common stock of the Company.
Item 6. Indemnification of Directors and Officers
Nevada corporation law authorizes corporations to indemnify their officers
and directors under certain circumstances against expenses and liabilities
incurred in legal proceedings involving such persons because of their being or
having been an officer or director. The Company's Articles of Incorporation and
Bylaws require indemnification of the Company's officers and directors to the
fullest extent permitted by Nevada law.
<PAGE>
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit Description
4.1 -- 1999 Stock Option Plan
5.1 -- Opinion of Cane & Company, LLC
23.1 -- Consent of Cane & Company, LLC (see Exhibit 5.1)
23.2 -- Consent of KPMG
Item 9. Undertakings
(a) The 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 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.
(b) The undersigned registrant hereby undertakes 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 section 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 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 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 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 Act and will be governed by the final adjudication of
such issue.
<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 Hong Kong SAR, on this 8th day of September, 2000.
FIRST ECOM.COM, INC.
By /s/ Harold L. Hutton
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Harold L. Hutton
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 8th day of September, 2000.
Signature Title
--------- -----
/s/ Harold L. Hutton President and Director (Principal Executive Officer)
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Harold L. Hutton
/s/ Kenneth Telford Chief Financial Officer (Principal Financial Officer)
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Kenneth Telford
/s/ Ravi K. Daswani Chief Operating Officer and Director
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Ravi K. Daswani
/s/ Douglas Moore Director
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Douglas Moore
/s/ Ermanno Pascutto Director
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Ermanno Pascutto
/s/ Gregory M. Pek Director
-----------------------
Gregory M. Pek
/s/ James Pratt Director
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James Pratt
/s/ Ian G. Robinson Director
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Ian G. Robinson
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit Description
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4.1 -- First Ecom.com, Inc., 1999 Stock Option Plan, together
with forms of Stock Option Agreement for offers thereunder
5.1 -- Opinion of Cane & Company, LLC
23.1 -- Consent of Cane & Company, LLC (see Exhibit 5.1)
23.2 -- Consent of KPMG
