<PAGE>
As filed with the Securities and Exchange Commission on September 29, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
YOUBET.COM, INC.
(EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)
Delaware 95-4627253
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1950 Sawtelle Boulevard,
Suite 180 90025
Los Angeles, California (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
YOUBET.COM, INC.
1995 STOCK OPTION PLAN, 1995 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS AND 1998 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
Robert M. Fell
Chief Executive Officer
1950 Sawtelle Blvd., Suite 180
Los Angeles, California 90025
(310) 444-3300
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate offering registration fee
share(1) price(2)
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 3,542,096 shares $7.25 $25,680,196 $7,139.09
$0.001
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee.
This estimate has been calculated in accordance with Rule 457 under the
Securities Act of 1933 and is based on the average of the bid and asked price
per share as reported on the Nasdaq National Market on September 27,1999.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is intended to register
3,542,096 shares of Youbet.com, Inc.'s common stock, issuable to eligible
employees, officers, directors, advisors and consultants of the registrant
upon exercise of options granted under the Youbet.com, Inc. 1995 Stock
Option Plan, 1995 Stock Option Plan for Non-Employee Directors, and 1998
Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission by the registrant are incorporated herein by reference:
(a) Annual Report on Form 10-KSB for the year ended December 31, 1998;
(b) All other reports filed by the registrant pursuant to Section 13(a)
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the annual report referred
to in (a) above; and
(c) The description of registrant's common stock contained in the
registration statement on Form 8-A filed under Section 12(g) of the Exchange
Act on June 10, 1999.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act 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 herein and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Gary N. Jacobs, a senior partner of Christensen, Miller, Fink, Jacobs,
Glaser, Weil & Shapiro, LLP who serves as Youbet.com's Secretary,
beneficially owns 46,767 shares of Youbet.com's common stock, including
shares which may be acquired pursuant to stock options exercisable within 60
days of August 31, 1999. Another attorney having an "of counsel" relationship
with
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<PAGE>
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP owns 20,000
shares of common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation shall have the power, and in some cases is
required, to indemnify an agent, including an officer or director, who was or
is a party or is threatened to be made a party to any proceedings, against
certain expenses, judgments, fines, settlements and other amounts under
certain circumstances. Article XI of Youbet.com's Bylaws requires
indemnification of Youbet.com's officers and directors to the maximum extent
permitted by the Delaware General Corporation Law, and Youbet.com maintains
insurance covering certain liabilities of the directors and officers of
Youbet.com and its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
4.1 1995 Stock Option Plan (Incorporated
herein by reference to Youbet.com's Form
10-K for the fiscal year ended December 31,
1996.)
4.2 1995 Stock Option Plan for Non-Employee
Directors (Incorporated herein by
reference to Youbet.com's Form 10-K for
the fiscal year ended December 31, 1996.)
4.3 1998 Stock Option Plan (Incorporated
herein by reference to Youbet.com's Form
10-KSB for the year ended December 31,
1998.)
*5.1 Opinion of Christensen, Miller, Fink,
Jacobs, Glaser, Weil & Shapiro, LLP.
*23.1 Consent of Christensen, Miller, Fink,
Jacobs, Glaser, Weil & Shapiro, LLP
(included in Exhibit 5.1)
*23.2 Consent of BDO Seidman, LLP
</TABLE>
- ------------------------------
* Filed herewith
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<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned small business issuer hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act
(b) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information
in the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(c) To include any additional or changed material information on
the plan of distribution;
provided, however, that clauses (a) and (b) do not apply if the information
required to be included in a post-effective amendment by such clauses is
incorporated by reference from periodic reports filed by the issuer under the
Exchange Act.
(2) That, for determining liability under the Securities Act, each such
post-effective amendment shall be deemed a new registration statement of the
securities offered, and the offering of such securities at that time to be
the initial bona fide offering.
(3) To remove from registration any of the securities being registered
which remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer has been advised that in the opinion of the
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<PAGE>
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 small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business
issuer 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 small business issuer 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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Los Angeles, State of California on September 29,
1999.
YOUBET.COM, INC.
By: /s/ Robert M. Fell
----------------------------------
Robert M. Fell
Chairman of the Board of Directors,
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.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ Robert M. Fell
- ---------------------- Chairman of the Board of Directors September 29, 1999
Robert M. Fell President and Chief Executive Officer
/s/ David M. Marshall
- ---------------------- Vice Chairman of the Board September 29, 1999
David M. Marshall of Directors
/s/ Russell M. Fine
- ---------------------- Executive Vice President September 29, 1999
Russell M. Fine Chief Technology Officer
and Director
/s/ Phillip C. Hermann
- ---------------------- Executive Vice President September 29, 1999
Phillip C. Hermann and Chief Financial Officer
- ---------------------- Director September 29, 1999
Caesar P. Kimmel
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ Alan W. Landsburg
- ---------------------- Director September 29, 1999
Alan W. Landsburg
- ---------------------- Director September 29, 1999
Charles D. Peebler Jr.
- ---------------------- Director September 29, 1999
William H. Roedy
</TABLE>
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<PAGE>
[LETTERHEAD OF CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP]
September 29, 1999
Youbet.com, Inc.
1950 Sawtelle Boulevard
Suite 180
Los Angeles, CA 90025
Re: Registration Statement on Form S-8
Dear Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8, (the
"Registration Statement") executed by Youbet.com, Inc. (the "Company") and to
be filed with the Securities and Exchange Commission (the "Commission") in
connection with the registration under the Securities Act of 1933, as
amended, of a total of 3,542,096 shares of the Company's Common Stock (the
"Shares") reserved for issuance under the Company's 1995 Stock Option Plan,
1995 Stock Option Plan for Non-Employee Directors and 1998 Stock Option Plan.
As your counsel in connection with this transaction, we have examined
the proceedings taken and are familiar with the proceedings proposed to be
taken by you in connection with the sale and issuance of the Shares. It is
our opinion that the Shares, when issued and sold in the manner described in
the Registration Statement, will be legally and validly issued, fully paid
and nonassessable.
We express no opinion as to matters governed by any laws other than the
laws of the State of California, the General Corporate Law of the State of
Delaware and the federal securities laws of the United States of America. We
consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in
the Registration Statement and in any amendment to it.
Very truly yours,
/s/ Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP
<PAGE>
BDO Seidman, LLP
1900 Avenue of the Stars, 11th Floor
Los Angeles, CA 90067
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Youbet.com, Inc.
Los Angeles, California
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-8 of our report
dated March 25, 1999, except for Note 11, which is as of April 6, 1999,
accompanying the financial statements of You Bet International, Inc. (the
"Company") as of December 31, 1997 and 1998, and for the years then ended, as
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998.
BDO SEIDMAN, LLP
Los Angeles, California
September 27, 1999
