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As Filed with the Securities and Exchange Commission on April 7, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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PARTSBASE.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Texas 76-0604158
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION
NUMBER)
7171 N. Federal Highway, Suite 100
Boca Raton, Florida 334787
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES; ZIP CODE)
PARTSBASE.COM, INC. STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
Robert A. Hammond, Jr., President and Chief Executive Officer
PartsBase.com, Inc.
7171 N. Federal Highway, Suite 100
Boca Raton, Florida 33478
(561) 443-3302
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
Robert M. Steinberg, Esq.
Jeffer, Mangels, Butler & Marmaro LLP
2121 Avenue of the Stars, 10th Floor
Los Angeles, California 90067
(310) 203-8080
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE TO BE MAXIMUM OFFERING MAXIMUM REGISTRATION
REGISTERED REGISTERED PRICE PER SHARE AGGREGATE OFFERING PRICE FEE (1)
- -------------------------------- ------------------------- ----------------------- ------------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 2,000,000 shares (1) $4.5089(2) $9,017,970(2) $2,380.74
================================ ========================= ======================= ========================= ====================
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(1) This Registration Statement shall also cover any additional shares of Common
Stock that become issuable by reason of any stock dividend, stock split,
recapitalization, or other similar transaction effected without the receipt of
consideration which results in an increase int he number of outstanding shares
of Common Stock of the Registrant.
(2) The Proposed Maximum Offering Price Per Share represents a weighted average
of the following estimates calculated in accordance with Rule 457(h) under the
Securities Act of 1933, as amended (the "Securities Act"). With respect to
1,104,375 shares subject to outstanding options to purchase Common Stock under
the PartsBase.com, Inc. Stock Option Plan, the Proposed Maximum Offering Price
Per Share is equal to the weighted average exercise price of $.874 per share
pursuant to Rule 457(h) under the Securities Act. With respect to the 985,625
shares of Common Stock available for future grant under Stock Option Plan, the
estimated Proposed Maximum Offering Price Per Share was determined pursuant to
Rule 457(h) under the Securities Act to be equal to the last sale price of the
Registrant's Common Stock ($8.25) on April 5, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the section 10(a) Prospectus
has been omitted from this Registration Statement in accordance with Rule 428
under the Securities Act of 1933, as amended (the "Act"), and the Note to Part I
of Form S-8. Documents containing the information specified in this Part I will
be sent or given to holders of options under the PartsBase.com, Inc. Stock
Option Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
PartsBase.com, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement and into the Prospectus relating to this
Registration Statement pursuant to Rule 428, the following documents and
information previously filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Registration Statement No. 333-94337 on Form
S-1 filed with the SEC on January 10, 2000, together with the
amendments thereto on Form S-1/A filed with the SEC on
February 22, 2000; and March 16, 2000, respectively;
(b) The Registrant's prospectus filed with the Commission pursuant
to Rule 424(b) promulgated under the Securities Act of 1933,
as amended (the "1933 Act") filed with the Commission on March
22, 2000, in connection with the Registrant's Registration
Statement No. 333-94337, in which there is set forth the
audited financial statements for the Registrant's fiscal year
ended December 31, 1999; and
(c) The Registrant's Registration Statement on Form 8-A12G filed
with the SEC on February 28, 2000, in which are described the
terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement 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 subsequently filed document which also 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02A of the Texas Business Corporation Act, or TBCA, provides,
in relevant part, as follows:
"Subject to the provisions of Section B and C of this Article, each
corporation shall have the power:
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(16) To indemnify directors, officers, employees, and agents of the
corporation, and to purchase and maintain liability insurance for those
persons."
As permitted by Section G of Article 2.02-1 of the TBCA or any
successor statute, the Registrant's Articles of Incorporation and Bylaws (a)
makes mandatory the indemnification permitted under Section B of Article 2.02 as
contemplated by Section G thereof; (b) makes mandatory the payment or
reimbursement of the reasonable expenses incurred by a former or present
director who was, is, or is threatened to be made a named defendant or
respondent in a proceeding upon such director's compliance with the requirements
of Section K of Article 2.02; and (c) extends the mandatory indemnification
referred to in Section (a) above and the mandatory payment or reimbursement of
expenses referred to in Section (b) above (i) to all former or present officers
of the Registrant and (ii) to all persons who are or were serving at the request
of the Registrant as a director, officer, agent, employee, partner, member or
trustee of another corporation, partnership, limited liability corporation,
joint venture, trust or other enterprise, to the same extent that the Registrant
is obligated to indemnify and pay or reimburse expenses to directors.
Pursuant to policies of Directors and Officers Liability and Company
Reimbursement insurance with total limits of $5 million, the directors and
officers of the Registrant are insured, subject to the limits, retention,
exceptions and other terms and conditions of such policies, against liability
for any actual or alleged error or misstatement or misleading statement or act
or omission or neglect or breach of duty while acting in their capacities as
directors or officers of the Registrant.
The Registrant has entered into indemnification agreements with its
officers and directors containing provisions that are, in some respects, broader
than the specific indemnification provisions contained in the TBCA. The
indemnification agreements require the Registrant, among other things, to
indemnify officers and directors against liabilities that may arise by reason of
their status or service as officers and directors, other than liabilities
arising from willful misconduct of a culpable nature, to pay for their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified, and to obtain directors' and officers' insurance, if available on
reasonable terms.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(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 of 1933;
(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; and
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(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, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 13(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall 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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 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
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 Boca Raton, State of Florida, on the 7th day of
April, 2000.
PartsBase.com, Inc.
By /s/ Robert A. Hammond, Jr.
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Robert A. Hammond, Jr., President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Robert A. Hammond, Jr. and Steve Spencer, or either of them, his or her true and
lawful attorney-in-fact and agent, acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, any Amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, each acting alone, full powers 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 he might or
could do in person, hereby ratifying and confirming all said attorney-in-fact
and agent, acting alone, or his 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 below by the following persons on behalf
of the Registrant in the capacities and on the Dates indicated.
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SIGNATURES CAPACITY DATE
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<S> <C> <C>
/s/ Robert A. Hammond, Jr.
- --------------------------------- Director, President and April 7, 2000
Robert A. Hammond, Jr. Chief Executive Officer
- --------------------------------- Director
Pierre A. Narath
- --------------------------------- Director
David G. Fessler
/s/ Louis W. Storms IV
- --------------------------------- Director April 7, 2000
Louis W. Storms IV
/s/ Thomas Van Hare
- --------------------------------- Director April 7, 2000
Thomas Van Hare
/s/ Steven R. Spencer
- --------------------------------- Director and Chief April 7, 2000
Steven R. Spencer Operating Officer
/s/ Michael Siegel
- --------------------------------- Chief Financial Officer April 7, 2000
Michael Siegel (Principal Accounting
Officer)
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1* Form of Common Stock Certificate
5.1 Opinion of counsel as to legality of securities being registered
10.1** PartsBase.com, Inc. Stock Option Plan
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Jeffer, Mangels, Butler & Marmaro LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on Page II-4 hereof)
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* Incorporated by reference to exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (File No. 333-94337), declared effective
on March 21, 2000
** Incorporated by reference to exhibit 10.2 to the Registrant's
Registration Statement on Form S-1 (File No. 333-94337), declared effective
on March 21, 2000
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JEFFER, MANGELS, BUTLER & MARMARO LLP
[LETTERHEAD]
April 7, 2000
PartsBase.com, Inc.
7171 N. Federal Highway, Suite 100
Boca Raton, Florida 33478
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8 (the "Registration Statement") which PartsBase.com, Inc., a Texas
corporation (the "Company"), proposes to file with the Securities and Exchange
Commission.
The Registration Statement covers 2,000,000 shares of Common
Stock (the "Shares") which may be issued under the Company's Stock Option Plan
(the "Plan").
In connection with rendering this opinion, we have examined
originals, or copies identified to our satisfaction as being true copies of
originals, of such corporate records of the Company and other documents which we
considered necessary for the purposes of this opinion. To the extent we deem
appropriate, we have obtained from public officials certificates as to legal
matters and from officers of the Company a representation letter as to factual
matters.
In our review and examination of documents we have assumed (i)
the genuineness of all signatures; (ii) the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified, conformed or photostatic copies
thereof; (iii) all signatories have adequate power and authority and have taken
all necessary actions to execute and deliver such documents and hold all
necessary licenses and permits to entitle them to enforce such agreements; (iv)
each person signing a document is a competent adult person not operating under
any legal disability, duress or having been defrauded in the execution of
documents; and (v) each option granted under the Plan has or will be approved by
the Board of Directors of the Company.
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JEFFER, MANGELS, BUTLER & MARMARO LLP
PartsBase.com, Inc.
April 7, 2000
Page 2
Based upon and subject to the foregoing, it is our opinion that
the Shares to be issued under the Plan have been duly authorized, and, when so
issued upon (i) payment therefor provided pursuant to the Plan; (ii) the
effectiveness of the Registration Statement; and (iii) compliance with
applicable blue sky laws, will constitute legally issued, fully paid and
nonassessable shares of the Common Stock of the Company.
We express no opinion as to compliance with the securities or
"blue sky" laws of any state in which the Shares are proposed to be offered and
sold or as to the effect, if any, which non-compliance with such laws might have
on the validity of issuance of the Shares.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement; to the filing of this opinion in connection with
such filings of applications by the Company as may be necessary to register,
qualify or establish eligibility for an exemption from registration or
qualification of the Shares under the blue sky laws of any state or other
jurisdiction. In giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended or the rules and regulations of the Commission
promulgated thereunder.
Nothing herein shall be deemed to relate to or constitute an
opinion concerning any matters not specifically set forth above. The opinions
set forth herein are as of the date of this letter. We disclaim any undertaking
to advise you of changes which may be brought to our attention after the
effective date of the Registration Statement.
Very truly yours,
/s/ Jeffer, Mangels, Butler & Marmaro LLP
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of PartsBase.com, Inc. on Form S-8 of our report dated January 28, 2000,
appearing in Registration Statement No. 333-94337 of the Company on Form
S-1 for the year ended December 31, 1999.
DELOITTE & TOUCHE LLP
Certified Public Accountants
April 7, 2000
Miami, Florida
