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As filed with the Securities and Exchange Commission on December 1, 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
PEOPLEPC INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 7389 13-0408510
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Indentification Number)
</TABLE>
100 Pine Street, Suite 1100
San Francisco, California 94111
(415) 732-4400
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
1999 STOCK PLAN
2000 STOCK PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
Nick Grouf
Chief Executive Officer
PeoplePC Inc.
100 Pine Street, Suite 1100
San Francisco, California 94111
(415) 732-4400
(Name, address, including zip code, and telephone number, including area code
and telephone number of agent for service)
Copies to:
Larry Sonsini Frank Golay
Mark Bertelsen Sullivan & Cromwell
Neil Wolff 1888 Century Park East
Wilson Sonsini Goodrich & Rosati Los Angeles, California 90067
650 Page Mill Road (310) 712-6600
Palo Alto, California 94304
(650) 493-9300
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.[X]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Aggregate Registration
Title of Securities to be Registered Registered Price Per Share Offering Price Fee
<S> <C> <C> <C> <C>
1999 Stock Plan Common Stock, 9,597,898 $4.16 $39,927,255.68 $10,540.80
(currently outstanding options) (1)
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Total 1999 Stock Plan shares registered: 9,597,898 $39,927,255.68 $10,540.80
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2000 Stock Plan Common Stock, 3,381,375 $5.69 $19,240,023.75 $ 5,079.37
(currently outstanding options) (1)
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2000 Stock Plan Common Stock, 8,371,425 $ $15,152,279.25 $ 4,000.20
(options available for future grant) (2)
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Total 2000 Stock Plan shares registered: 11,752,800 $34,392,303.00 $ 9,079.57
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<TABLE>
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<S> <C> <C> <C> <C>
2000 Employee Stock Purchase Plan Common Stock (3) 6,600,000 $1.54 $10,154,100.00 $ 2,680.68
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Total Registration Fees: $84,473,658.68 $22,301.05
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(1) The Proposed Maximum Offering Price Per Share has been computed in
accordance with Rule 457(h) under the Securities Act of 1933 solely for the
purpose of calculating the registration fee and is based upon the weighted
average exercise price per share of approximately $4.16 as to 9,597,898
outstanding but unexercised options to purchase Common Stocks under the
1999 Stock Plan and approximately $5.69 as to 3,381,375 outstanding but
unexercised options to purchase Common Stock under the 2000 Stock Plan.
(2) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(c) under the Securities Act of 1933 as to
8,371,425 shares of Common Stock authorized for future issuance pursuant to
the 2000 Stock Plan, solely for the purpose of calculating the registration
fee. No options have been granted with respect to such shares. The
computation is based upon the average of the high and low price of the
Common Stocks as reported on the Nasdaq National Market on November 29,
2000 because the price at which the options to be granted in the future may
be exercised is not currently determinable.
(3) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 solely for the
purpose of calculating the registration fee. The computation is based upon
85% (see explanation in following sentence) of the average of the high and
low price of the Common Stocks as reported on the Nasdaq National Market on
November 29, 2000 because the price at which the options to be granted in
the future may be exercised is not currently determinable. Pursuant to the
2000 Employee Stock Purchase Plan, which plan is incorporated by reference
herein, the Purchase Price of Common Stock shall mean an amount equal to
85% of the Fair Market Value of a Common Stock on the Enrollment Date or
the Exercise Date, whichever is lower.
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PEOPLEPC INC.
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
-----------------
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
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Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:
(a) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2000.
(b) The Registrant's Registration Statement on Form S-1, dated August
11, 2000 and related Prospectus, dated August 15, 2000 filed
pursuant to Rule 424(b)(4) under the Securities Act of 1933 on
August 16, 2000.
(c) The description of the Registrant's Common Stocks contained in the
Registration Statement on Form 8-A filed pursuant to Section 12 of
the Exchange Act on August 9, 2000.
(d) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act") on or after the date of this
Registration Statement and 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 in this Registration
Statement and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
-------------------------
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the securities being registered by this Registration
Statement are being passed upon for the Registrant by Wilson Sonsini Goodrich &
Rosati, Professional Corporation, Palo Alto, California. As of the date of this
Registration Statement, certain employees of Wilson Sonsini Goodrich & Rosati,
own an aggregate of approximately 94,696 shares of the Registrant's common
stock.
Item 6. Indemnification of Directors and Officers.
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The Registrant has adopted provisions in its Certificate of
Incorporation that eliminate the personal liability of its directors and
officers for monetary damages arising from a breach of their fiduciary duties in
certain circumstances to the fullest extent permitted by law and authorizes the
Registrant to indemnify its directors and officers to the fullest extent
permitted by law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.
The Registrant's Bylaws provide that the Registrant shall indemnify
its directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act"). The Registrant has entered into indemnification
agreements to such effect with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Index below).
Item 9. Undertakings.
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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
to include any material information with respect to the plan of
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distribution not previously disclosed in the registration statement or any
material change to such information 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 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.
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 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, PeoplePC Inc., 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 San Francisco, State of California,
on December 1, 2000.
PEOPLEPC INC.
By: /s/ Nick Grouf
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Nick Grouf
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Nick Grouf and John Bartholomay, jointly
and severally, his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Nick Grouf Chief Executive Officer, Chairman of the December 1, 2000
---------------------------- Board and Director (Principal Executive
Nick Grouf Officer)
/s/ John W. Adams Vice President and Chief Financial Officer December 1, 2000
---------------------------- (Principal Financial and Accounting Officer)
John W. Adams
/s/ Ronald D. Fisher Director December 1, 2000
----------------------------
Ronald D. Fisher
/s/ John Sculley Director December 1, 2000
----------------------------
John Sculley
/s/ Michael J. Price Director December 1, 2000
----------------------------
Michael J. Price
/s/ Bradley A. Feld Director December 1, 2000
----------------------------
Bradley A. Feld
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PEOPLEPC INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit
No. Description
5.1 Opinion of counsel as to legality of securities being registered.
*10.5 Form of Indemnification Agreement between the Company and each of
its Directors and Officers
*10.1 1999 Stock Plan
*10.2 2000 Stock Plan
10.3 Amended and Restated 2000 Employee Stock Purchase Plan
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
* Incorporated by reference to the same number exhibit filed with Registrant's
Registration Statement on Form S-1 (File No. 333-34114), as amended.
