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Registration No. 333-________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
iPrint.com, inc.
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(Exact name of registrant as specified in its charter)
Delaware 77-0436465
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
1450 Oddstad Drive
Redwood City, CA 94063
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(Address of principal executive offices) (Zip code)
iPrint.com, inc.
1997 STOCK OPTION PLAN,
2000 EMPLOYEE STOCK PURCHASE PLAN AND
2000 OUTSIDE DIRECTORS STOCK OPTION PLAN
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(Full title of the plan)
James P. McCormick
Chief Financial Officer and Secretary
iPrint.com, inc.
1450 Oddstad Drive
Redwood City, CA 94063
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 650-298-8500
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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PROPOSED
TITLE OF MAXIMUM PROPOSED
SECURITIES OFFERING MAXIMUM AMOUNT OF
TO BE AMOUNT TO BE PRICE PER AGGREGATE REGISTRATION
REGISTERED1 REGISTERED SHARE2 OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
1997 Stock Option Plan
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Common Stock 2,105,771 $3.8285 $8,061,944.27 $2,128.35
1,172,777 $3.3750 $3,958,122.38 $1,044.94
Par Value $0.001
2000 Employee Stock Purchase Plan
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Common Stock 150,000 $2.8688 $430,320.00 $113.60
Par Value $0.001
2000 Outside Directors Stock Option Plan
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Common Stock 180,000 $10.00 $1,800,000.00 $475.20
120,000 $3.3750 $405,000.00 $106.92
Par Value $0.001
TOTAL 3,728,548 $14,655,386.65 $3,869.01
</TABLE>
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1 Includes options and purchase rights, as the case may be, to
acquire such Common Stock.
2 The offering price is estimated pursuant to Rule 457 solely for
purposes of calculating the registration fee. As to the shares subject to
outstanding but unexercised options, the price is computed on the basis of
the average exercise price for the options outstanding under the applicable
plan. As to the shares available for grant under the 1997 Stock Option Plan
and the 2000 Outside Directors Stock Option Plan, the price is based upon the
average of the high and low prices of the Common Stock on August 29, 2000 as
reported on the National Association of Securities Dealers Automated
Quotations System ("NASDAQ"). The 2000 Employee Stock Purchase Plan
establishes a purchase price equal to 85% of the fair market value of the
Company's Common Stock and, therefore, the price for shares issuable under
this plan is based upon 85% of the average of the high and low prices of the
Common Stock on August 29, 2000 as reported on the NASDAQ.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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iPrint.com, inc., a Delaware corporation (the "Company") hereby
incorporates by reference in this registration statement the following
documents:
(a) The Company's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Securities Act") containing
audited financial statements for the Company's latest fiscal year ended December
31, 1999, as filed with the Securities and Exchange Commission.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934, as amended ("the Exchange Act") since the end of the
fiscal year covered by the registrant document referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on February 29, 2000 under
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
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 hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
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The class of securities to be offered is registered under Section 12
of the Exchange Act.
Item 5. Legal Opinion.
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The validity of the shares of Common Stock to be offered hereunder has
been passed upon for the Company by Gray Cary Ware & Freidenrich LLP ("GCWF").
As of August 31, 2000, certain attorneys of GCWF owned 78,404 shares of the
Common Stock of the Company.
Item 6. Indemnification of Directors and Officers
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Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While the
relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. The statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit.
The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or
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alleged breach of their duty of care. The Bylaws of the Company provide for
indemnification of its directors, officers, employees and agents to the full
extent permitted by the General Corporation Law of the State of Delaware, the
Company's state of incorporation, including those circumstances in which
indemnification would otherwise be discretionary under Delaware Law. Section
145 of the General Corporation Law of the State of Delaware provides for
indemnification in terms sufficiently broad to indemnify such individuals,
under certain circumstances, for liabilities (including reimbursement of
expenses incurred) arising under the Securities Act.
Item 7. Exemption From Registration Claimed
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Inapplicable.
Item 8. Exhibits
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See Exhibit Index.
Item 9. Undertakings
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(a) Rule 415 Offering
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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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) 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;
(iii) 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under 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.
(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.
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(b) Filing incorporating subsequent Exchange Act documents by reference
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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 Section 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 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.
(h) Request for acceleration of effective date or filing of registration
statement on Form S-8
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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 Securities and Exchange
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 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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURE
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Pursuant to the requirements of the Securities Act, 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 Redwood City, State of California, on August 31,
2000.
iPrint.com, inc.
By: /s/ James P. McCormick
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James P. McCormick
Chief Financial Officer and Secretary
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POWER OF ATTORNEY
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The officers and directors of iPrint.com, inc. whose signatures appear
below, hereby constitute and appoint Royal P. Farros and James P. McCormick, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that said
attorney and agent, or his substitutes, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following person in the capacities indicated on
August 31, 2000.
SIGNATURE TITLE
/s/ Royal P. Farros
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Royal P. Farros President, Chief Executive Officer and Chairman of
the Board of Directors (Principal Executive Officer)
/s/ James P. McCormick
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James P. McCormick Chief Financial Officer and Secretary (Principal
Financial and Accounting Officer)
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Mark Dubovoy Director
/s/ Deepak Kamra
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Deepak Kamra Director
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Guy T. Kawasaki Director
/s/ J.A. Heidi Roizen
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J.A. Heidi Roizen Director
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EXHIBIT INDEX
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4.1 Restated Certificate of Incorporation of the Company is
incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 filed with the Securities
and Exchange Commission on March 7, 2000 (File No. 333-91841).
4.2 Bylaws of the Company are incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on March 7, 2000
(File No. 333-91841).
4.3 Agreement and Plan of Merger between iPrint.com, inc., a
California corporation, and iPrint.com, inc., a Delaware
corporation, is incorporated by reference to Exhibit 2.2 to
the Company's Registration Statement on Form S-1 filed with
the Securities and Exchange Commission on March 7, 2000 (File
No. 333-91841).
5 Opinion of Gray, Cary, Ware & Freidenrich, LLP
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (included in signature pages to this registration
statement)
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