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As filed with the Securities and Exchange Commission on June 15, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
eCHAPMAN.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-2184621
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
401 East Pratt Street
Suite 2800
Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
eChapman.com, Inc. Omnibus Stock Plan
(Full title of the Plan)
Nathan A. Chapman, Jr., Chairman
eChapman.com, Inc.
401 East Pratt Street
Suite 2800
Baltimore, Maryland 21202
(Name and address of agent for service)
(410) 625-9656
(Telephone number, including area code, of agent for service)
Copy to:
Elizabeth R. Hughes, Esq.
Michael W. Conron, Esq.
Venable, Baetjer and Howard, LLP
2 Hopkins Plaza
1800 Mercantile Bank & Trust Building
Baltimore, Maryland 21201
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount to Proposed maximum Proposed maximum Amount of
Title of Securities be offering price aggregate registration
to be registered registered per share* offering price* fee
<S> <C> <C> <C> <C>
Common Stock, 850,000 $13.00 $11,050,000 $2,920
$.001 per share Par Value Shares
</TABLE>
* Calculated solely for the purpose of computing the registration fee
pursuant to Rules 457(h) and advice of the SEC EDGAR Fee Unit, based
upon the price at which shares will be sold in registrant's initial
public offering.
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PART I
Documents containing the information specified in Part I of
Form S-8 have been and/or will be sent or given to employees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
In accordance with the instructions to Part I of Form S-8, such documents will
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute the prospectus as required by
Section 10(a) of the Securities Act.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the
registrant, eChapman.com, Inc. (the "Company"), with the Commission are
incorporated herein by reference:
(a) The Company's Final Prospectus filed pursuant
to Rule 424(b) dated June 15, 2000
(Registration No. 333-90987);
(b) Description of Common Stock of the Company contained in the
Registration Statement on Form 8-A filed by the Company on
November 15, 1999 under the Securities Exchange Act of 1934 (SEC
File No. 0-28123), including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part of
the Registration Statement from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
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Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law (the
"MGCL") provides that the Company may indemnify any director who was, is or is
threatened to be made a named defendant or respondent to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that he is or was a director of the
Company, or while a director, is or was serving at the request of the Company as
a director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan, against reasonable expenses (including attorneys' fees),
judgments, penalties, fines and settlements, actually incurred by the director
in connection with such action, suit or proceeding, unless it is established
that: (i) the act or omission of the director was material to the matter giving
rise to such action, suit or proceeding, and was committed in bad faith or was
the result of active and deliberate dishonesty; (ii) the director actually
received an improper personal benefit in money, property or services; or (iii)
in the case of any criminal proceeding, the director had reasonable cause to
believe that the act or omission was unlawful. If the action, suit or proceeding
was one by or in the right of the Company, no indemnification shall be made with
respect to any action, suit or proceeding in which the director shall have been
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adjudged to be liable to the Company. A director also may not be indemnified
with respect to any action, suit or proceeding charging improper personal
benefit to the director, whether or not involving action in the director's
official capacity, in which the director is adjudged to be liable on the basis
that a personal benefit was improperly received. Unless limited by the Company's
Charter: (i) a court of appropriate jurisdiction, upon application of a
director, may order such indemnification as the court shall deem proper if it
determines that the director is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances, regardless of
whether the director has met the standards of conduct required by MGCL Section
2- 418; and (ii) the Company shall indemnify a director if such director is
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above. However, with respect to any action, suit or
proceeding by or in the right of the Company or in which the director was
adjudged to be liable on the basis that a personal benefit was improperly
received, the Company may only indemnify the director for any expenses
(including attorneys' fees) incurred in connection with such action, suit or
proceeding.
MGCL Section 2-418 further provides that unless limited by the
Company's Charter, the Company: (i) shall (a) indemnify an officer of the
Company if such officer is successful on the merits or otherwise in defense of
any action, suit or proceeding referred to above, and (b) indemnify an officer
of the Company if a court of appropriate jurisdiction, upon application of an
officer, shall order indemnification; (ii) may indemnify and advance expenses to
an officer, employee or agent of the Company to the same extent that it may
indemnify directors; and (iii) may indemnify and advance expenses to an officer,
employee or agent who is not a director to such further extent, consistent with
law, as may be provided by the Charter, Bylaws, general or specific action of
the Company's Board of Directors or contract.
The Charter of the Company, provides that the Company shall indemnify
its currently acting and its former directors and officers against any and all
liabilities and expenses incurred in connection with their services in such
capacities to the maximum extent permitted by the MGCL, as from time to time
amended. If approved by the Board of Directors, the Company may indemnify its
employees, agents and persons who serve and have served, at its request as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture or other
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enterprise to the extent determined to be appropriate by the Board of Directors.
The Company shall advance expenses to its directors and officers entitled to
mandatory indemnification to the maximum extent permitted by the MGCL and may in
the discretion of the Board of Directors advance expenses to employees, agents
and others who may be granted indemnification.
The Company's Charter provides that, to the fullest extent permitted
by the MGCL, as amended or interpreted, no director or officer of the Company
shall be personally liable to the Company or its stockholders for monetary
damages in connection with events occurring at the time such person served as a
director or officer.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.3 eChapman.com, Inc. Omnibus Stock Plan.(1)
5 Opinion of Venable, Baetjer and Howard LLP(2)
23.1 Consent of Arthur Andersen LLP(2)
23.2 Consent of Venable, Baetjer and Howard LLP (included in Exhibit 5)
24 Power of Attorney(2)
1. Incorporated by reference to the Company's Registration Statement on
Form SB-2 (SEC File No. 333-90987) filed on November 15, 1999.
2. Filed herewith.
Item 9. Undertakings.
The undersigned Company hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
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 with the Registration Statement;
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed a new registration statement relating to the securities offered therein,
and the offering of the securities at that time shall be deemed the initial bona
fide offering.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the termination of the offering.
(4) That, for purpose 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Baltimore, state of Maryland, on
June 15, 2000.
eCHAPMAN.COM,INC.
By: /s/ Nathan A. Chapman, Jr.
-----------------------------
Nathan A. Chapman, Jr.
PRESIDENT
Pursuant to the requirements of the Act, the registration statement has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
President and Director (Principal
Executive Officer)
/s/ Nathan A. Chapman, Jr. June 15, 2000
-------------------------
Nathan A. Chapman, Jr.
Treasurer, Chief Financial Officer
/s/ Demetris Brown (Principal Financial Officer and June 15, 2000
------------------------- Principal Accounting Officer), and
Demetris Brown Assistant Secretary
The Entire Board of Directors
Nathan A. Chapman, Jr.
Earl U Bravo, Sr.
By:
/s/ Nathan A. Chapman, Jr.
-------------------------
Nathan A. Chapman, Jr. June 15, 2000
Attorney-in-Fact
</TABLE>
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<PAGE>
Exhibit Index
Exhibit Number Description Page
5 Opinion of Venable, Baetjer
and Howard LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Venable, Baetjer
and Howard LLP(included in
Exhibit 5)
24 Power of Attorney
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