<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2000
REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERCONEXUS.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 2651 WARRENVILLE ROAD, SUITE 560 52-2225697
(State or other DOWNERS GROVE, ILLINOIS 60515 (IRS Employer
jurisdiction of (Address of principal executive offices) Identification
incorporation or No.)
organization)
INTERCONEXUS.COM, INC.
2000 STOCK INCENTIVE PLAN
(Full title of the plan)
MEHUL J. DAVE
PRESIDENT
2651 WARRENVILLE ROAD, SUITE 560
DOWNERS GROVE, ILLINOIS 60515
(630) 874-5500
(630) 874-5540
(TELECOPIER)
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
Copies to:
JASON W. LEVIN, ESQ.
PIPER MARBURY RUDNICK & WOLFE
203 NORTH LASALLE STREET, SUITE 1800
CHICAGO, ILLINOIS 60601
(312) 368-4000
(312) 236-7516
(TELECOPIER)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of each class of Amount to be Offering Price Offering Registration
Securities to be registered(1) Registered (1) Per Share Price Fee (2)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, par value $0.0001 per share 980,000 $.01 (3) $9,800.00 $2.59
Common Stock, par value $0.0001 per share 1,820,000 $.0001(4) $ 182.00 $ .05
Total 2,800,000 $3.00
====================================================================================================================
</TABLE>
(1) The number of shares of common stock, par value $.0001 per share (the
"Common Stock"), stated above consists of the aggregate number of issued and
outstanding options and the aggregate number of remaining authorized
options.
(2) Calculated by multiplying the aggregate offering amount by .000264, pursuant
to Section 6(b) of the Securities Act.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of an option exercise price
of $.01 per share for issued and outstanding options to purchase a total of
980,000 shares.
(4) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $.0001 per share, the
minimum offering price with respect to which the remaining 1,820,000
authorized options may be issued, as the Company had a negative book value
per share on May 30, 2000.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The Company's registration statement on Form 10-SB, as amended (SEC File
No. 0-30187) is incorporated in this registration statement by reference.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
The Securities offered hereunder are registered under Section 12 of the
Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors, officers, employees and agents of the Company;
allows the advancement of costs of defending against litigation; and permits
companies incorporated in Delaware to purchase insurance on behalf of directors,
officers, employees and agents against liabilities whether or not in the
circumstances such companies would have the power to indemnify against such
liabilities under the provisions of the statute. The Company's Certificate of
Incorporation and Bylaws provide for indemnification of its officers and
directors to the extent permitted by Section 145 of the Delaware General
Corporation Law. The Company's directors and officers are covered by directors
and officers insurance.
The Company's Certificate of Incorporation eliminates, to the fullest
extent permitted by Delaware law, liability of a director to the Company or its
stockholders for monetary damages for a breach of such director's fiduciary duty
of care except for liability where a director (a) breaches his or her duty of
loyalty to the Company or its stockholders, (b) fails to act in good faith or
engages in intentional misconduct or knowing violation of law, (c) authorizes
payment of an illegal dividend or stock repurchase or (d) obtains an improper
personal benefit. This provision only pertains to breaches of duty by directors
as directors and not breaches of duty by directors in any other corporate
capacity, such as any capacity as an officer. While liability for monetary
damages has been eliminated, equitable remedies such as injunctive relief or
rescission remain available. In addition, a director is not relieved of his
responsibilities under any other law, including the federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
<PAGE> 3
ITEM 8. EXHIBITS.
--------
4.1 Specimen Common Stock Certificate incorporated by reference to
Exhibit 3.1 of the Registration Statement on Amendment No. 1 to
Form 10-SB (SEC File No. 0-30187).
4.2 InterConexus.com, Inc. 2000 Stock Incentive Plan incorporated by
reference to Exhibit 6.1 of the Registration Statement on Amendment
No. 1 to Form 10-SB (SEC File No. 0-30187)
5.1 Opinion of Piper Marbury Rudnick & Wolfe
23.1 Consent of Klesman, Halper & Co., P.C.
23.2 Consent of Piper Marbury Rudnick & Wolfe (contained in Exhibit 5.1
hereof)
24 Power of Attorney by the directors and certain officers of the
Company
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 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;
(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) shall
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 registrant pursuant to Section 13 or
Section 15(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 be
deemed to be a new
2
<PAGE> 4
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 Section 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.
3
<PAGE> 5
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 Downers Grove, State of Illinois, on this 31st day of
May, 2000.
INTERCONEXUS.COM, INC.
By: /s/ Mehul J. Dave
--------------------------------------
Mehul J. Dave
President and Chief Executive Officer
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.
SIGNATURES TITLE
---------- -----
/s/ Mehul J. Dave Chairman of the Board and President
------------------------- (principal executive officer)
Mehul J. Dave*
/s/ P. Balasubramanian Secretary and Treasurer and Director
------------------------- (principal financial officer and
P. Balasubramanian* principal accounting officer)
/s/ Robert W. Heller Director
-------------------------
Robert W. Heller*
Director
-------------------------
Thomas Mueller*
/s/ Jason W. Levin Director
-------------------------
Jason W. Levin*
/s/ Utpal J. Dave Chief Operating Officer and Director
-------------------------
Utpal J. Dave*
Director
-------------------------
David L. Harris*
*By: /s/ Mehul J. Dave
----------------------
Mehul J. Dave Individually and as Attorney-in-Fact May 31, 2000
4
<PAGE> 6
EXHIBIT INDEX
-------------
EXHIBIT
-------
4.1 Specimen Common Stock Certificate incorporated by reference to
Exhibit 3.1 of the Registration Statement on Amendment No. 1 to Form
10-SB (SEC File No. 0-30187)
4.2 InterConexus.com, Inc. 2000 Stock Incentive Plan incorporated by
reference to Exhibit 6.1 of the Registration Statement on Amendment
No. 1 to Form 10-SB (SEC File No. 0-30187)
5.1 Opinion of Piper Marbury Rudnick & Wolfe
23.1 Consent of Klesman, Halper & Co., P.C.
23.2 Consent of Piper Marbury Rudnick & Wolfe (contained in Exhibit 5.1
hereof)
24 Power of Attorney by the directors and certain officers of the
Company
5
