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As filed with the Securities and Exchange Commission on August 30, 2000
Registration No. 333-_______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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DIGITAL IMPACT, INC.
(Exact name of Registrant as specified in its charter)
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177 Bovet Road, Suite 200
Delaware San Mateo, California 94402 94-3286913
(State of Incorporation) (Address of principal executive offices, including zip code) (IRS Employer Identification Number)
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DIGITAL IMPACT, INC. 1998 STOCK PLAN
(Full title of the plans)
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William Park
Chief Executive Officer and Chairman of the Board of Directors
DIGITAL IMPACT, INC.
177 Bovet Road, Suite 200
San Mateo, California 94402
(650) 356-3400
(Name, address and telephone number of agent for service)
Copy to:
Selim Day, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
One Market
Spear Street Tower, Suite 3300
San Francisco, CA 94105
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT TO BE MAXIMUM MAXIMUM AMOUNT OF
REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(2) PER SHARE(2) OFFERING PRICE FEE
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Common Stock, $0.001 par value, to be
issued upon exercise of options under
the Digital Impact, Inc. 1998 Stock
Plan 2,500,000 $9.6875 $24,218,750 $6,394
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(1) This Registration Statement shall also cover any additional shares of
Digital Impact, Inc.'s Common Stock which become issuable under the Digital
Impact, Inc. 1998 Stock Plan by reason of a stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in the increase in the number of the
outstanding shares of Digital Impact, Inc.'s Common Stock.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on the price of $9.6875 per share,
which was the average of the high and low price per share of the Common
Stock as reported on the Nasdaq National Market on August 23, 2000.
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STATEMENT PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
The contents of the Registrant's Registration Statement on Form S-8
(333-34678), as filed with the Securities and Exchange Commission on April 13,
2000, are incorporated herein by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit
Number
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4.1 Digital Impact, Inc. 1998 Stock Plan, as amended
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1 Consent of Independent Accountants, PricewaterhouseCoopers LLP
23.2 Consent of Counsel (contained in Exhibit 5.1)
25.1 Power of Attorney (see signature page)
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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 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 San Mateo, State of California, on August 29, 2000.
DIGITAL IMPACT, INC.
By: /s/ WILLIAM PARK
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William Park
Chief Executive Officer and Chairman of the
Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William Park and David Oppenheimer, jointly and
severally, his attorneys-in-fact, each with full power of substitution, for him
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities on August 29, 2000.
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Signature Title
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/s/ WILLIAM PARK Chief Executive Officer and Chairman of the Board
----------------------------- of Directors (Principal Executive Officer)
William Park Vice President, Finance, Chief Financial Officer,
/s/ DAVID OPPENHEIMER Treasurer and Secretary (Principal Financial and
----------------------------- Accounting Officer)
David Oppenheimer
/s/ GERARDO CAPIEL Chief Technology Officer and Director
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Gerardo Capiel
/s/ RUTHANN QUINDLEN Director
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Ruthann Quindlen
/s/ WARREN PACKARD Director
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Warren Packard
/s/ MICHAEL BROWN Director
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Michael Brown
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INDEX TO EXHIBITS
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Exhibit
Number Description
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4.1 Digital Impact, Inc. 1998 Stock Plan, as amended
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1 Consent of Independent Accountants, PricewaterhouseCoopers LLP
23.2 Consent of Counsel (contained in Exhibit 5.1)
25.1 Power of Attorney (see signature page)
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