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As filed with the Securities and Exchange Commission on June 29, 2000
REGISTRATION STATEMENT 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
--------------------------
DIGITAS INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3494311
(State of Incorporation) (I.R.S. Employer Identification No.)
THE PRUDENTIAL TOWER, 800 BOYLSTON STREET
BOSTON, MA 02199
(617) 867-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
DIGITAS INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
DIGITAS INC. 2000 STOCK OPTION AND INCENTIVE PLAN
AS AMENDED AND RESTATED,
BRONNER SLOSBERG HUMPHREY CO. 1999 OPTION PLAN AND
BRONNER SLOSBERG HUMPHREY CO. 1998 OPTION PLAN
(Full title of the plans)
------------------------------------
MARSCHALL I. SMITH
GENERAL COUNSEL AND SECRETARY
DIGITAS INC.
THE PRUDENTIAL TOWER, 800 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02199
(617) 867-1000
(617) 867-7308 (FAX)
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
WITH A COPY TO:
STUART M. CABLE, P.C.
JEFFREY C. HADDEN, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
(617) 523-1231 (FAX)
------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Securities Being Amount to Be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1) Offering Price Per Share Aggregate Offering Price Registration Fee
<S> <C> <C> <C> <C>
2000 EMPLOYEE STOCK PURCHASE 2,200,000(2) $ 16.875(3) $ 37,125,000 $ 9,801
PLAN
Common Stock, par value
$.01 per share
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24,997 $ 8.75 $ 218,724 $ 58
2000 STOCK OPTION AND 109,450 $ 12.875 $ 1,409,169 $ 373
INCENTIVE PLAN 71,050 $ 16.375 $ 1,163,444 $ 307
Common Stock, par value 206,600 $ 24.00 $ 4,958,400 $ 1,310
$.01 per share 7,839,166 $ 16.875(3) $ 132,285,927 $ 34,924
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</TABLE>
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<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
1999 OPTION PLAN 5,874,500 $ 8.75 $ 51,401,875 $ 13,571
Common Stock, par value
$.01 per share
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1998 OPTION PLAN 1,680,000 $ 0.94 $ 1,579,200 $ 417
Common Stock, par value 5,700,000 $ 1.01 $ 5,757,000 $ 1,520
$.01 per share 1,620,000 $ 1.13 $ 1,830,600 $ 484
2,249,225 $ 1.18 $ 2,654,086 $ 701
59,225 $ 1.27 $ 75,216 $ 20
118,449 $ 1.2733 $ 150,822 $ 40
3,030,524 $ 1.65 $ 5,000,365 $ 1,321
9,642,000 $ 2.52 $ 24,297,840 $ 6,415
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Total 40,425,186 $ 269,907,668 $ 71,262
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</TABLE>
(1) This Registration Statement also relates to such indeterminate number of
additional shares available for issuance under the plans as may be required
pursuant to the plans in the event of a stock dividend, stock split,
recapitalization or other similar event or as otherwise provided for in
the plans.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the 2000 Employee Stock Purchase described
herein.
(3) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c) and (h) under the Securities Act of 1933, as amended and
based on the average of the high and low sales prices of the Common Stock
on June 27, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Digitas Inc. (the "Registrant") hereby incorporates by reference the
following documents which have previously been filed with the Securities and
Exchange Commission (the "Commission"):
- The description of the Registrant's Common Stock contained in the
Registration Statement Form 8-A (Registration Statement No. 333-93585)
dated February 25, 2000, as filed with the Securities and Exchange
Commission on February 25, 2000, pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended.
- The Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000.
In addition, all documents subsequently filed with the Commission 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 hereto that indicates that all
securities offered hereunder have been sold or which deregisters all securities
then 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. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement. Any 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.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 145 of the Delaware General Corporate Law
("DGCL"), Article VII of the Registrant's Certificate of Incorporation (the
"Certificate") provides that no director of the Registrant be personally liable
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing
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violation of the law, (iii) in respect of unlawful dividend payments or stock
redemptions or repurchases, or (iv) for any transaction from which the director
derived an improper personal benefit. In addition, the Certificate provides that
if the DGCL is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the Registrant shall
be eliminated or limited to the fullest extent permitted by the DGCL, as so
amended. The Certificate further provides that any repeal of Article VII by the
stockholders or an amendment to the DGCL shall not adversely effect any right or
protection with respect to acts or omissions occurring prior to such repeal.
Article V of the Registrant's By-laws (the "By-laws") provides for
indemnification by the Registrant of its directors, officers and certain
non-officer employees and agents under certain circumstances against expenses,
including attorneys fees, judgments, fines and amounts paid in settlement
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was a director, an
officer, an employee or agent of the Registrant, or is acting in any capacity
with other entities at the request of the Registrant, if such person acted in
good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the Registrant, and with respect to criminal
actions or proceedings, that such person had no reasonable cause to believe his
or her conduct was unlawful.
The Registrant has entered into indemnification agreements with each of its
directors reflecting the foregoing provisions of its By-laws and requiring the
advancement of expenses in proceedings, if such person had no reasonable cause
to believe his or her conduct was unlawful.
The Registrant carries directors' and officers' liability insurance
covering its directors and officers.
Item 7. EXEMPTION FROM REGISTRATION.
Not applicable.
Item 8. EXHIBITS.
The following is a complete list of exhibits filed as part of this
Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
<S> <C>
*4.1 Amended and Restated Certificate of Incorporation of the Registrant.
*4.2 By-laws of the Registrant.
*4.3 Specimen Certificate of Common Stock of the Registrant.
*4.4 2000 Employee Stock Purchase Plan for the Registrant.
*4.5 2000 Stock Option and Incentive Plan for the Registrant.
*4.6 Bronner Slosberg Humphrey Co. 1999 Option Plan for the Registrant.
*4.7 Bronner Slosberg Humphrey Co. 1998 Option Plan for the Registrant.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included in the signature page of this
Registration Statement).
</TABLE>
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* Incorporated by reference to the relevant exhibit in the Digitas Inc.
Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as
filed with the Securities and Exchange Commission.
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
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(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. Not
withstanding 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) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
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) herein do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
undersigned 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.
(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 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.
(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
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 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 Boston, Commonwealth of Massachusetts, on this 29th
day of June, 2000.
DIGITAS INC.
By: /S/ MARSCHALL I. SMITH
-------------------------------------------
Marschall I. Smith
General Counsel, Secretary and Assistant Treasurer
KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Marschall I. Smith as such person's true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for such person in such person's name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
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 any said attorney-in-fact and agent, or any substitute or
substitutes of any of them, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ DAVID W. KENNY Chief Executive Officer June 29, 2000
---------------------------------- and Chairman of the Board
David W. Kenny (Principal Executive Officer)
/S/ JEFFREY J. COTE Corporate Controller June 29, 2000
---------------------------------- (Principal Accounting Officer)
Jeffrey Cote
/S/ MICHAEL F. GOSS Chief Financial Officer June 29, 2000
---------------------------------- (Principal Financial Officer)
Michael F. Goss
/S/ KATHLEEN L. BIRO Director June 29, 2000
----------------------------------
Kathleen L. Biro
/S/ MICHAEL E. BRONNER Director June 29, 2000
----------------------------------
Michael E. Bronner
/S/ JOHN L. BUNCE, JR. Director June 29, 2000
----------------------------------
John L. Bunce, Jr.
/S/ ORIT GADIESH Director June 29, 2000
----------------------------------
Orit Gadiesh
/S/ PHILIP U. HAMMARSKJOLD Director June 29, 2000
----------------------------------
Philip U. Hammarskjold
/S/ PATRICK J. HEALY Director June 29, 2000
----------------------------------
Patrick J. Healy
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
/S/ ARTHUR KERN Director June 29, 2000
----------------------------------
Arthur Kern
</TABLE>
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Digitas Inc. 2000 Employee Stock Purchase Plan has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on this 29th day of June, 2000.
DIGITAS INC. 2000 EMPLOYEE STOCK
PURCHASE PLAN
By: /S/ ROBERT GALFORD
-----------------------------------------
Robert Galford
Administrator
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
*4.1 Amended and Restated Certificate of Incorporation of the Registrant.
*4.2 By-laws of the Registrant.
*4.3 Specimen Certificate of Common Stock of the Registrant.
*4.4 2000 Employee Stock Purchase Plan for the Registrant.
*4.5 2000 Stock Option and Incentive Plan for the Registrant.
*4.6 Bronner Slosberg Humphrey Co. 1999 Option Plan for the Registrant.
*4.7 Bronner Slosberg Humphrey Co. 1998 Option Plan for the Registrant.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP(included in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included in the signature page of this Registration
Statement).
---------------------
</TABLE>
* Incorporated by reference to the relevant exhibit in the Digitas Inc.
Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as
filed with the Securities and Exchange Commission.
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