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Registration No. 333-
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As filed with the Securities and Exchange Commission on July 24, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
724 SOLUTIONS INC.
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(Exact Name of Registrant as Specified in Its Charter)
Ontario N/A
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(State of Incorporation) (I.R.S. Employer Identification No.)
4101 Yonge Street, Suite 702
Toronto, Ontario M2P 1N6
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(Address of Principal Executive Offices, Including Zip Code)
Amended and Restated 2000 Stock Option Plan
Amended and Restated 1997 Canadian Stock Option Plan
1999 U.S. Stock Incentive Plan
ezlogin.com 1999 Stock Option Plan
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(Full Title of the Plan)
CT Corporation System
111 8th Avenue
New York, New York 10011
(212) 854-8700
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(Name, Address and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Robert S. Townsend, Esq.
David L. Press, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94104
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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 Shares, 3,800,000(1) $ 87.73(1) $219,277,143.00(1) $57,889.17(1)
no par value
per share
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Common Shares, 2,712,052(2) $ 3.44(2) $ 9,329,458.88(2) $ 2,462.98(2)
no par value
per share
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Common Shares, 11,600(3) $ 5.99(3) $ 69,484.00(3) $ 18.34(3)
no par value
per share
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Common Shares, 91,796(4) $ 7.77(4) $ 713,254.92(4) $ 188.30(4)
no par value
per share
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Totals 6,615,448(5) -- $229,389,340.80 $60,558.79
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(1) These shares are offered under the Registrant's 2000 Stock Option Plan.
Pursuant to Rule 457(c) and 457(h)(1), the maximum aggregate offering
price is calculated as the sum of (a) the product of approximately
1,145,350 options outstanding and the weighted average exercise price of
approximately $87.73 per share, for an aggregate offering price of
$100,481,555.50, and (b) the product of the remaining 2,654,650 shares
under the plan and the average of the high and low prices for the
Registrant's Common Shares as quoted on the Nasdaq National Market on
July 19, 2000, or $44.75.
(2) These shares are offered under the Registrant's Canadian Stock Option Plan.
Pursuant to Rule 457(h)(1), the maximum aggregate offering price is
calculated as the sum of the product of 2,712,052 options outstanding and
the weighted average exercise price of approximately $3.44 per share, for
an aggregate offering price of $9,329,458.88.
(3) These shares are offered under the Registrant's 1999 U.S. Stock Incentive
Plan. Pursuant to Rule 457(h)(1), the maximum aggregate offering price is
calculated as the sum of the product of 11,600 options outstanding and the
weighted average exercise price of approximately $5.99 per share, for an
aggregate offering price of $69,484.00.
(4) These shares are offered under the ezlogin.com 1999 Stock Option Plan,
which has been adopted by the Registrant. Pursuant to Rule 457(h)(1), the
maximum aggregate offering price is calculated as the sum of the product of
91,796 options outstanding and the weighted average exercise price of
approximately $7.77 per share, for an aggregate offering price of
$713,254.92.
(5) Includes such additional indeterminate number of Common Shares as may be
issuable pursuant to certain antidilution adjustment provisions of each of
the above-captioned plans.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant, 724 Solutions Inc. Inc., a
corporation organized under the laws of the Ontario (the "Corporation" or the
"Registrant"), pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this registration statement.
(a) The Registrant's Annual Report on Form 20-F filed with the
Commission on June 29, 2000;
(b) The description of the Common Shares contained in the Registrant's
Registration Statement on Form 8-A, filed pursuant to Section 12 of the
Exchange Act on January 26, 2000, including any amendment or report
filed for the purpose of updating such information;
(c) The Registrant's Form 6-K filed with the Commission on February 23,
2000;
(d) The Registrant's Form 6-K filed with the Commission on March 31,
2000;
(e) The Registrant's Form 6-K filed with the Commission on April 26,
2000;
(f) The Registrant's Form 6-K filed with the Commission on May 3,
2000;
(g) The Registrant's Form 6-K filed with the Commission on May 17,
2000; and
(h) The Registrant's Form 6-K filed with the Commission on May 23,
2000.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein 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 document which
also is incorporated or deemed to be incorporated by reference herein 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.
Attorneys of Ogilvy Renault participating in the representation of
the Registrant, are the beneficial holders of an aggregate of 3,430 of the
Registrant's common shares. Such firm rendered an opinion with respect to the
validity of the common shares covered hereby.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Under the Ontario Business Corporations Act, the Registrant is
permitted to indemnify its directors and officers and former directors and
officers against costs and expenses, including amounts paid to settle an action
or satisfy a judgment in a civil, criminal or administrative action or
proceeding to which they are made parties because of their position as directors
or officers, including an action against the Company. In order to be entitled to
indemnification under this Act, the director or officer must act honestly and in
good faith with a view to the Company's best interests, and in the case of a
criminal or administrative action or proceeding that is enforced by a monetary
penalty, the director or officer must have reasonable grounds for believing that
his or her conduct is lawful.
Under the Company's by-laws, the Registrant may indemnify its
directly held subsidiaries' current and former directors and the Company's
and its directly held subsidiaries' current and former officers, employees
and agents. The Registrant's by-laws also provide that, to the fullest extent
permitted by the Act, the Registrant is authorized to purchase and maintain
insurance on behalf of the Company's and its subsidiaries' current and past
directors, officers, employees and agents against any liability incurred by
them in their duties. The Registrant believes that the provisions of its
by-laws are necessary to attract and retain qualified persons as directors
and officers.
The Registrant has purchased a liability insurance policy covering
its directors and officers and the directors and officers of its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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<S> <C>
4.1 Articles of the Corporation (incorporated by reference to the Corporation's Registration
Statement on Form F-1 (file No. 333-90143).
4.2 By-Laws of the Corporation (incorporated by reference to the Corporation's Registration
Statement on Form F-1 (file No. 333-90143).
5.1 Legal Opinion of Ogilvy Renault.
23.1 Consent of Ogilvy Renault (contained in Exhibit 5.1 hereto).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (included in signature pages hereto)
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes 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;.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 as amended (the
"Securities Act"), 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.
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The undersigned Registrant hereby undertakes 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.
The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act, that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement related to the securities offered therein, and the offering of such
securities at such time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 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 Securities 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 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 Toronto, Ontario, on this 24th day
of July, 2000.
724 SOLUTIONS, INC.
By /s/ Gregory Wolfond
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Gregory Wolfond
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints and hereby authorizes Gregory Wolfond and
Karen Basian, severally, such person's true and lawful attorneys-in-fact, with
full power of substitution or resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign on such
person's behalf, individually and in each capacity stated below, any and all
amendments, including post-effective amendments to this registration statement
and to sign any and all additional registration statements relating to the same
offering of securities as this registration statement that are filed pursuant to
the Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may lawfully 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 and on the date indicated.
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<CAPTION>
SIGNATURE TITLES DATE
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<S> <C> <C>
/s/ Gregory Wolfond Chairman and Chief Executive Officer July 24, 2000
Gregory Wolfond (Principal Executive Officer)
and Director
/s/ Chris Erickson President, General Counsel, July 24, 2000
Chris Erickson Secretary and Director
/s/ Andre Boysen Chief Technology Officer July 24, 2000
Andre Boysen and Director
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<CAPTION>
SIGNATURE TITLES DATE
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<S> <C> <C>
/s/ Kerry McLellan Chief Operating Officer July 24, 2000
Kerry McLellan and Director
/s/ Karen Basian Chief Financial Officer July 24, 2000
Karen Basian (Principal Financial and Accounting Officer)
/s/ Lloyd F. Darlington Director July 24, 2000
Lloyd F. Darlington
/s/ Martin A. Stein Director July 24, 2000
Martin A. Stein
/s/ James D. Dixon Director July 24, 2000
James D. Dixon
/s/ Harri Vatanen Director July 24, 2000
Harri Vatanen
/s/ Alan Young Director July 24, 2000
Alan Young
/s/ Heather Reisman Director July 24, 2000
Heather Reisman
/s/ Barry J. Reiter Director July 24, 2000
Barry J. Reiter
/s/ Holger Kluge Director July 24, 2000
Holger Kluge
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