<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
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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PULSEPOINT COMMUNICATIONS
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3222624
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6307 CARPINTERIA AVENUE 93013
CARPINTERIA, CALIFORNIA (Zip Code)
(Address of principal executive offices)
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THE PULSEPOINT COMMUNICATIONS 1983 STOCK OPTION PLAN
(Full Title of the Plan)
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B. ROBERT SUH
CHIEF FINANCIAL OFFICER
PULSEPOINT COMMUNICATIONS
6307 CARPINTERIA AVENUE
CARPINTERIA, CALIFORNIA 93013
(805) 566-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copies to:
BRIAN G. CARTWRIGHT, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
Calculation of Registration Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Unit (1) Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock without 750,000 (2)(3) $3.78 $2,835,000 $836.33
par value
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c). Pursuant to Rule 457(c), the Proposed Maximum Offering Price
per Share, the Proposed Maximum Aggregate Offering Price and the Amount of
Registration Fee are based upon the average of the high and low prices for the
Company's Common Stock as reported on the Nasdaq National Market on September
21, 1998.
(2) On April 20, 1998, the registrant effected a one-for-four reverse stock
split of its Common Stock. All of the share numbers included in this
registration statement give effect to such reverse stock split.
(3) Covers 750,000 additional shares available for issuance under the
PulsePoint Communications 1983 Stock Option Plan (the "1983 Plan") pursuant to
an amendment to the 1983 Plan approved by the shareholders of the registrant on
April 10, 1998. The 1983 Plan authorizes the issuance of a maximum of 2,375,000
shares. However, the offer and sale of 1,625,000 of the shares, which have been
or may be issued upon exercise of options under the 1983 Plan, have previously
been registered pursuant to Form S-8 Registration Statements Nos. 33-35019, 33-
42184, 33-84730, 333-09755 and 333-31783.
<PAGE>
This Registration Statement on Form S-8 registers the offer and sale
of an additional 750,000 shares of Common Stock of PulsePoint Communications
(the "Company") for issuance under the 1983 Plan. The contents of the prior
Registration Statements on Form S-8 of the Company relating to the 1983 Plan,
File Nos. 33-35019, 33-42184, 33-84730, 333-09755 and 333-31783, are
incorporated herein by reference.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates the following documents in this
Registration Statement by reference:
A. Form 10-K for the fiscal year ended December 31, 1997 filed with the
Securities and Exchange Commission (the "Commission") on February 25,
1998;
B. Form 10-K/A for the fiscal year ended December 31, 1997 filed with the
Commission on March 20, 1998;
C. Proxy Statement filed with the Commission on April 15, 1998;
D. Form 10-Q for the quarter ended March 31, 1998 filed with the
Commission on May 13, 1998;
E. Form 10-Q/A for the quarter ended March 31, 1998 filed with the
Commission on May 15, 1998;
F. Form 10-Q/A for the quarter ended March 31, 1998 filed with the
Commission on June 16, 1998;
G. Form 10-Q for the quarter ended June 30, 1998 filed with the
Commission on August 14, 1998; and
H. Description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-1 filed with the Commission on
January 19, 1990 (File No. 33-33066).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), 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, are incorporated by reference in this registration statement
and are a part hereof from the date of filing 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
other subsequently filed document which also is or 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.
2
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<C> <S>
*5 Opinion of Latham & Watkins
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Latham & Watkins (included in Exhibit 5 hereto)
*24 Power of Attorney (included on signature page hereof)
</TABLE>
_______________________
* Filed herewith
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Carpinteria, State of California, on this 24th day of
September, 1998.
PULSEPOINT COMMUNICATIONS
By: /s/ B. ROBERT SUH
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B. Robert Suh
Vice President Finance and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Mark C.
Ozur and B. Robert Suh, or either of them, as attorney-in-fact, with full power
of substitution, to sign on his behalf, individually and in such capacity as
stated below, and to file any amendments, including post-effective amendments or
supplements, to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ MARK C. OZUR President, Chief Executive Officer September 24, 1998
- ---------------------------- and Director (Principal Executive
Mark C. Ozur Officer)
/s/ B. ROBERT SUH Vice President Finance, Chief September 24, 1998
- ---------------------------- Financial Officer (Principal
B. Robert Suh Financial Officer)
/s/ JOHN D. BELETIC Director September 24, 1998
- ----------------------------
John D. Beletic
/s/ BANDEL L. CARANO Director September 24, 1998
- ----------------------------
Bandel L. Carano
/s/ SCOT B. JARVIS Director September 24, 1998
- ----------------------------
Scot B. Jarvis
/s/ CAMERON D. MYHRVOLD Director September 24, 1998
- ----------------------------
Cameron D. Myhrvold
/s/ FREDERICK J. WARREN Director September 24, 1998
- ----------------------------
Frederick J. Warren
</TABLE>
4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<C> <S> <C>
*5 Opinion of Latham & Watkins 6
*23.1 Consent of Ernst & Young LLP 7
*23.2 Consent of Latham & Watkins (included in Exhibit 5 hereto) 6
*24 Power of Attorney (included on signature page hereof) 4
</TABLE>
_______________________
* Filed herewith
5
<PAGE>
EXHIBIT 5
LATHAM & WATKINS
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
(213) 485-1234
September 24, 1998
PulsePoint Communications
6307 Carpinteria Avenue
Carpinteria, California 93013
Re: PulsePoint Communications
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 you intend to file with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of the offer and sale of an additional 750,000 shares
of Common Stock (the "Shares"), without par value, to be offered and sold by
PulsePoint Communications, a California corporation (the "Corporation"),
pursuant to the PulsePoint Communications 1983 Stock Option Plan, as amended to
date (the "1983 Plan").
In our capacity as counsel to the Corporation, we are familiar with
the proceedings undertaken in connection with the authorization, issuance and
proposed sale of the Shares. Additionally, we have examined such questions of
law and fact as we have considered necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies. We are opining herein as to the effect on the subject transaction only
of the law of the State of California, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or any matters of municipal law or the laws of any local agencies
within such State.
Subject to the foregoing and in reliance thereon, we are of the
opinion that the Shares have been duly authorized, and upon the due issuance of
the Shares under the terms of the 1983 Plan and delivery and payment therefor of
legal consideration, the Shares will be validly issued, fully paid and
nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
6
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to The Pulsepoint Communications 1983 Stock Option Plan of our
report dated January 22, 1998, with respect to the consolidated financial
statements of Digital Sound Corporation included in its Annual Report (Form
10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
Our audits also included the financial statement schedule of Digital Sound
Corporation listed in Item 14(a). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
By /s/ Ernst & Young LLP
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Ernst & Young LLP
Woodland Hills, California
September 24, 1998
7
