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As filed with the Securities and Exchange Commission on August 24, 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
__________________
IASIAWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3228782
(State or other jurisdiction (I.R.S Employer Identification No.)
of incorporation or organization)
2000 Alameda de las Pulgas, Suite 125
San Mateo, CA 94403
(Address of principal executive offices) (Zip Code)
____________________
IASIAWORKS, INC.
2000 STOCK INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
____________________
JoAnn F. Patrick-Ezzell
Chief Executive Officer and Chairman of the Board
iAsiaWorks, Inc.
2000 Alameda de las Pulgas, Suite 125
San Mateo, CA 94403
(Name and address of agent for service)
(650) 524-1790
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities to be Registered Amount to be Proposed Maximum Proposed Maximum Amount of
Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
(2) (2)
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<S> <C> <C> <C> <C>
2000 Stock Incentive Plan 10,000,000 shares $6.78 $67,800,000.00 $17,899.20
-------------------------
Common Stock, $0.001 par value
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Employee Stock Purchase Plan 600,000 shares $6.78 $ 4,068,000.00 $ 1,073.95
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Common Stock, $0.001 par value
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Aggregate Registration Fee: $18,973.15
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</TABLE>
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the iAsiaWorks, Inc. 2000 Stock Incentive
Plan and the iAsiaWorks, Inc. Employee Stock Purchase Plan by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration which results in
an increase in the number of the outstanding shares of Registrant's Common
Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of Registrant's Common Stock on August 17,
2000 as reported by the Nasdaq National Market.
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PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
---------------------------------------
iAsiaWorks, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Registration Statement No. 333-35278 on Form S-1
filed with the SEC on April 20, 2000, as amended on Form S-1/A
filed with the SEC on June 19, 2000, July 10, 2000, July 17,
2000, July 21, 2000, July 31, 2000 and August 2, 2000, in which
there is set forth the audited financial statements for the
Registrant as of December 31, 1999;
(b) The Registrant's Prospectus filed with the SEC pursuant to Rule
424(b) promulgated under the Securities Act of 1933, as amended,
(the "1933 Act") filed with the SEC on August 3, 2000, in
connection with the Registrant's Registration Statement No. 333-
35278, 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 No. 000-31201 on Form 8-
A12G filed with the SEC on July 31, 2000, in which there is
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 deregisters 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
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Not Applicable.
Item 5. Interests of Named Experts and Counsel
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Not Applicable.
Item 6. Indemnification of Directors and Officers
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The Registrant's certificate of incorporation eliminates, to the maximum
extent allowed by the Delaware General Corporation Law, subject to certain
exceptions, directors' personal liability to the Registrant or its stockholders
for monetary damages for breaches of fiduciary duties. The certificate of
incorporation does not, however, eliminate or limit the personal liability of a
director for the following:
- any breach of the director's duty of loyalty to us or our stockholders;
- acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
- unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General
Corporation Law; or
- any transaction from which the director derived an improper personal
benefit.
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The Registrant's bylaws provide that the Registrant shall indemnify its
directors and executive officers to the fullest extent permitted under the
Delaware General Corporation Law and may indemnify its other officers, employees
and other agents as set forth in the Delaware General Corporation Law. In
addition, the Registant has entered into an indemnification agreement with each
of its directors and officers. The indemnification agreements contain provisions
that require Registrant, among other things, to indemnify its directors and
executive officers against certain liabilities (other than liabilities arising
from intentional or knowing and culpable violations of law) that may arise by
reason of their status or service as directors or executive officers of
iAsiaWorks, Inc. or other entities to which they provide service at the
Registrant's request and to advance expenses they may incur as a result of any
proceeding against them as to which they could be indemnified. The Registrant
believes that these bylaw provisions and indemnification agreements are
necessary to attract and retain qualified directors and officers.
The limited liability and indemnification provisions in the Registrant's
certificate of incorporation and bylaws may discourage stockholders from
bringing a lawsuit against uts directors for breach of their fiduciary duty and
may reduce the likelihood of derivative litigation against the Registant's
directors and officers, even though a derivative action, if successful, might
otherwise benefit the Registrant and its stockholders. A stockholder's
investment in the Registrant may be adversely affected to the extent the
Registrant pays the costs of settlement or damage awards against its directors
and officers under these indemnification provisions.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of the Registrant where indemnification
will be required or permitted, and the Registrant is not aware of any threatened
litigation or proceeding that may result in a claim for indemnification.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
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Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-31201 on
Form 8-A12G which is incorporated herein by reference
pursuant to Item 3(c).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 iAsiaWorks, Inc. 2000 Stock Incentive Plan.
99.2 iAsiaWorks, Inc. Employee Stock Purchase Plan.
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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (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 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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
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time shall be deemed to be the initial bona fide offering thereof; and (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
iAsiaWorks, Inc. 2000 Stock Incentive Plan and Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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 1933
Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 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 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 Mateo, State of California on this 24th day
of August, 2000.
IASIAWORKS, INC.
/s/ JoAnn F. Patrick-Ezzell
By: __________________________________
JoAnn F. Patrick-Ezzell
Chief Executive Officer and
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of iAsiaWorks, Inc., a Delaware
corporation, do hereby constitute and appoint JoAnn F. Patrick-Ezzell, Chief
Executive Officer, and Jonathan F. Beizer, Chief Financial Officer, and each of
them, the lawful attorneys-in-fact and agents with full power and authority to
do any and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names
of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that all said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
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
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<S> <C> <C>
/s/ JoAnn F. Patrick-Ezzell
___________________________ Chief Executive Officer and Chairman of August 24, 2000
JoAnn F. Patrick-Ezzell the Board of Directors (Principal
Executive Officer)
/s/ Jonathan F. Beizer
___________________________ Chief Financial Officer and President August 24, 2000
Jonathan F. Beizer (Principal Financial and Accounting
Officer)
/s/ Farrokh K. Billimoria
___________________________ Director August 24, 2000
Farrokh K. Billimoria
</TABLE>
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<TABLE>
<S> <C> <C>
Director
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Daniel A. Carroll
/s/ Robert Lee Director August 24, 2000
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Robert Lee
Director
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Peter T. Morris
/s/ William R. Stensrud Director August 24, 2000
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William R. Stensrud
/s/ William P. Tai Director August 24, 2000
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William P. Tai
</TABLE>
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EXHIBIT INDEX
Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-31201 on
Form 8-A12G which is incorporated herein by reference
pursuant to Item 3(c).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 iAsiaWorks, Inc. 2000 Stock Incentive Plan.
99.2 iAsiaWorks, Inc. Employee Stock Purchase Plan.
