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As filed with the Securities and Exchange Commission on December 8, 2000
REGISTRATION NO. 333 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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AMERICA ONLINE LATIN
AMERICA, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 65-0963212
--------------------------------- ---------------------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6600 N. ANDREWS AVENUE
SUITE 500
FORT LAUDERDALE, FL 33309
(954) 689-3000
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
AMERICA ONLINE LATIN AMERICA, INC.
2000 STOCK PLAN
----------------------------------
(FULL TITLE OF THE PLAN)
CHARLES M. HERINGTON
CHIEF EXECUTIVE OFFICER
AMERICA ONLINE LATIN AMERICA, INC.
6600 N. ANDREWS AVENUE
SUITE 500
FORT LAUDERDALE, FL 33309
(954) 689-3000
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(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount to be offering price aggregate Amount of
securities to be registered registered(1) per share(2) offering price(2) registration fee
------------------------------- ------------------- --------------------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.01
par value 10,583,635 7.80 82,552,353 21,793.82
2,624,698 4.56 11,968,622 3,159.72
---------- ---------- ---------
13,208,333 94,520,975 $ 24,953.54
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</TABLE>
(1) The number of shares of class A common stock, par value $.01 per share
("Common Stock"), stated above consists of the aggregate number of shares
which may be sold upon the exercise of options which have been granted
and/or may hereafter be granted under the America Online Latin America,
Inc. 2000 Stock Plan (the "Plan"). The maximum number of shares which may
be sold upon the exercise of such options granted under the Plan is subject
to adjustment in accordance with certain anti-dilution and other provisions
of the Plan. Accordingly, pursuant to Rule 416 under the Securities Act of
1933, as amended (the "Securities Act"), this Registration Statement
covers, in addition to the number of shares stated above, an indeterminate
number of shares which may be subject to grant or otherwise issuable after
the operation of any such anti-dilution and other provisions.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rules 457(c) and 457(h)
under the Securities Act as follows: (i) in the case of shares of Common
Stock which may be purchased upon exercise of outstanding options, the fee
is calculated on the basis of the average price at which the options may be
exercised; and (ii) in the case of shares of Common Stock for which options
have not yet been granted and the option price of which is therefore
unknown, the fee is calculated on the basis of the average of the high and
low sale prices per share of the Common Stock on the National Market System
of the National Association of Securities Dealers Automated Quotation
System (NASDAQ) as of a date, December 7, 2000, within 5 business days
prior to filing this Registration Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I 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"). Such documents are not being 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 of the Securities Act. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents (Commission File No. 000-31181), which have
been filed by the Registrant with the Commission are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
June 30, 2000 (filing date September 28, 2000).
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2000 (filing date
November 14, 2000).
(c) The Registrant's Current Report on Form 8-K (filing date
November 22, 2000).
(d) The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose
of updating such description.
All reports and other documents filed by the Registrant after the date
hereof 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 then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and 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 subsequently filed document which also is or is
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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Incorporated herein by reference from Registration Statement on Form
S-1, as amended, No. 333-95051.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by
reference.
(4.1) Form of Class A Common Stock Certificate (Filed as Exhibit 4.1
to Registration Statement on Form S-1, as amended, No.
333-95051, and incorporated herein by reference).
(4.2) Restated Certificate of Incorporation of America Online Latin
America, Inc. (Filed as Exhibit 3.2 to Registration Statement
on Form S-1, as amended, No. 333-95051, and incorporated
herein by reference).
(4.3) Amendments of paragraph (a) of Article Third of the Restated
Certificate of Incorporation of America Online Latin America,
Inc., filed herewith.
(4.4) Restated By-laws of America Online Latin America, Inc. (Filed
as Exhibit 3.2 to Registration Statement on Form S-1, as
amended, No. 333-95051, and incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
as to the legality of shares being registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of Ernst & Young LLP.
(24) Power of Attorney to file future amendments (set forth on the
signature page of this Registration Statement).
(99.1) America Online Latin America, Inc. 2000 Stock Plan (Filed as
Exhibit 10.1 to Registration Statement on Form S-1, as
amended, No. 333-95051, and incorporated herein by reference).
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ITEM 9. UNDERTAKINGS.
(a) 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, represents a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) (Section 230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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 this 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.
(b) 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 that is incorporated by reference in this
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 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
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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 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 on 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, the city of Fort Lauderdale, State of Florida on December 7, 2000.
AMERICA ONLINE LATIN AMERICA, INC.
/s/ CHARLES M. HERINGTON
-----------------------------
Charles M. Herington
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Charles M. Herington and Javier Aguirre, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of America Online Latin America,
Inc., 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 and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
or about the premises, as full to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ CHARLES M. HERINGTON Chief Executive Officer December 7, 2000
----------------------------- (principal executive officer)
Charles M. Herington
/s/ JAVIER AGUIRRE Chief Financial Officer December 8, 2000
----------------------------- (principal financial officer)
Javier Aguirre
/s/ PAUL FREUDENTHALER Controller December 8, 2000
----------------------------- (principal accounting officer)
Paul Freudenthaler
/s/ STEVEN I. BANDEL Director December 8, 2000
-----------------------------
Steven I. Bandel
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ GUSTAVO A. CISNEROS Director December 6, 2000
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Gustavo A. Cisneros
Director December ____, 2000
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Ricardo J. Cisneros
Director December ____, 2000
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Miles R. Gilburne
/s/ VERNON E. JORDAN, JR. Director December 6, 2000
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Vernon E. Jordan, Jr.
----------------------------- Director December ____, 2000
J. Michael Kelly
/s/ WILLIAM H. LUERS Director December 7, 2000
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William H. Luers
/s/ MICHAEL LYNTON Director December 6, 2000
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Michael Lynton
/s/ M. BRIAN MULRONEY Director December 5, 2000
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M. Brian Mulroney
/s/ ROBERT S. O'HARA, JR. Director December 6, 2000
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Robert S. O'Hara, Jr.
/s/ CRISTINA PIERRETTI Director December 7, 2000
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Cristina Pieretti
/s/ ROBERT W. PITTMAN Director December 6, 2000
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Robert W. Pittman
/s/ ROBERTO EGYDIO SETUBAL Director December 6, 2000
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Roberto Egydio Setubal
/s/ GERALD SOKOL, JR. Director December 8, 2000
-----------------------------
Gerald Sokol, Jr.
</TABLE>
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AMERICA ONLINE LATIN AMERICA, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
EXHIBIT
NUMBER DESCRIPTION
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(4.1) Form of Class A Common Stock Certificate (Filed as Exhibit 4.1
to Registration Statement on Form S-1, as amended, No.
333-95051, and incorporated herein by reference).
(4.2) Restated Certificate of Incorporation of America Online Latin
America, Inc. (Filed as Exhibit 3.2 to Registration Statement
on Form S-1, as amended, No. 333-95051, and incorporated
herein by reference).
(4.3) Amendments of paragraph (a) of Article Third of the Restated
Certificate of Incorporation of America Online Latin America,
Inc., filed herewith.
(4.4) Restated By-laws of America Online Latin America, Inc. (Filed
as Exhibit 3.2 to Registration Statement on Form S-1, as
amended, No. 333-95051, and incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
as to the legality of shares being registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of Ernst & Young LLP.
(24) Power of Attorney to file future amendments (set forth on the
signature page of this Registration Statement).
(99.1) America Online Latin America, Inc. 2000 Stock Plan (Filed as
Exhibit 10.1 to Registration Statement on Form S-1, as
amended, No. 333-95051, and incorporated herein by reference).
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