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As filed with the Securities and Exchange Commission on June 21, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PRODIGY COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
04-3323363
(I.R.S. Employer Identification No.)
44 SOUTH BROADWAY, WHITE PLAINS, NEW YORK 10601
(Address of Principal Executive Offices) (Zip Code)
1999 STOCK OPTION PLAN
(Full Title of the Plan)
SAMER F. SALAMEH
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
PRODIGY COMMUNICATIONS CORPORATION
44 SOUTH BROADWAY
WHITE PLAINS, NEW YORK 10601
(Name and Address of Agent for Service)
(914) 448-8000
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED
TITLE OF MAXIMUM
SECURITIES OFFERING PROPOSED MAXIMUM
TO BE AMOUNT PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED TO BE REGISTERED SHARE PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Class A common stock, 5,600,000 (1) $78,932,312(2) $20,838
$.01 par value
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(1) The calculation of the proposed maximum offering price per share is
described in footnote (2) below.
(2) Based (a) on a weighted average exercise price per share of $18.5689 for
2,276,215 shares issuable upon the exercise of outstanding options and
(b) on the average price per share of the high and low prices of the
Registrant's Class A common stock on the Nasdaq National Market on
June 19, 2000 for the remaining 3,323,785 shares being registered
hereunder, in accordance with Rules 457(c) and 457(h) under the Securities
Act of 1933.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the Registrant's 1999 Stock Option Plan pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with
the Commission, are incorporated in this Registration Statement by reference:
(1) The Registrant's latest annual report on Form 10-K/A.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (1) above.
(3) The description of the Class A common stock of the Registrant,
$.01 par value per share (the "Common Stock"), contained in the
Registrant's registration statement on Form 8-A filed with the Commission
under Section 12(g) of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
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 shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
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Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
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Article EIGHTH of the Registrant's Restated Certificate of Incorporation
(the "Certificate of Incorporation") provides that no director of the Registrant
shall be personally liable for any monetary damages for any breach of fiduciary
duty as a director, except to the extent that the Delaware General Corporation
Law prohibits the elimination or limitation of liability of directors for breach
of fiduciary duty.
Article NINTH of the Registrant's Certificate of Incorporation provides
that a director or officer of the Registrant (a) shall be indemnified by the
Registrant against all expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred in connection with any litigation or
other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the Registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to a director or
officer at his request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification for
such expenses.
Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.
Article NINTH of the Registrant's Certificate of Incorporation further
provides that the indemnification provided therein is not exclusive, and
provides that in the event that the Delaware General Corporation Law is amended
to expand the indemnification permitted to directors or officers the Registrant
must indemnify those persons to the fullest extent permitted by such law as so
amended.
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<PAGE>
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
The Registrant has an insurance policy with coverage of $20,000,000 that
insures the directors and officers of the Registrant (with entity coverage)
against certain liabilities which might be incurred by such directors and
officers in connection with the performance of their duties.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
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The following exhibits are filed as part of this Registration
Statement:
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4.1 Restated Certificate of Incorporation of the Registrant,
effective on May 31, 2000. Incorporated by reference to Annex F of
the Registrant's Definitive Proxy Statement on Schedule 14A filed
on May 5, 2000.
4.2 Amended and Restated By-Laws of the Registrant, effective on
May 31, 2000. Incorporated by reference to Annex G of the
Registrant's Definitive Proxy Statement on Schedule 14A filed
on May 5, 2000.
4.3 Amended and Restated Limited Partnership Agreement for Prodigy
Communications Limited Partnership by and among the Registrant, SBC Internet
Communications, Inc. and Prodigy Transition Corporation dated May 31, 2000.
Incorporated by reference to Exhibit 3.3 of the Registrant's Current Report
on Form 8-K filed on June 14, 2000.
5 Opinion of Hale and Dorr LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5).
24 Power of Attorney (included in the signature page of this Registration Statement).
</TABLE>
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<PAGE>
Item 9. Undertakings
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1. The 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
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.
2. The 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 in the initial bona fide offering thereof.
3. 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 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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<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 White Plains, New York, on this 21st day of June,
2000.
Prodigy Communications Corporation
By: /s/ Samer F. Salameh
----------------------------------
Samer F. Salameh
Chief Executive Officer
Secretary
POWER OF ATTORNEY
We, the undersigned officers and directors of Prodigy Communications
Corporation, hereby severally constitute and appoint Samer F. Salameh, Allen
Craft and Andrea S. Hirsch, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Prodigy
Communications Corporation. to comply with all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as
they may be signed by said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated, as of June 21, 2000.
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Name Title
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<S> <C>
/s/ Samer F. Salameh
________________________ Chairman of the Board and Chief Executive Officer
Samer F. Salameh (Principal Executive Officer)
/s/ Allen Craft Executive Vice President of Finance, Chief Financial
________________________ Officer, Treasurer and Director (Principal Financial
Allen Craft and Accounting Officer)
________________________
Arturo Elias Director
/s/ James D. Gallemore
________________________
James D. Gallemore Director
/s/ James S. Kahan
________________________
James S. Kahan Director
/s/ Jaime Chico Pardo
________________________
Jaime Chico Pardo Director
________________________
Charles J. Roesslein Director
</TABLE>
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<PAGE>
Exhibit Index
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Exhibit
Number Description
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4.1 Restated Certificate of Incorporation of the Registrant, effective
on May 31, 2000. Incorporated by reference to Annex F of the
Registrant's Definitive Proxy Statement on Schedule 14A filed on May 5,
2000.
4.2 Amended and Restated By-Laws of the Registrant, effective on May 31,
2000. Incorporated by reference to Annex G of the Registrant's
Definitive Proxy Statement on Schedule 14A filed on May 5, 2000.
4.3 Amended and Restated Limited Partnership Agreement for Prodigy
Communications Limited Partnership by and among the Registrant, SBC
Internet Communications, Inc. and Prodigy Transition Corporation dated
May 31, 2000. Incorporated by reference to Exhibit 3.3 of the
Registrant's Current Report on Form 8-K filed on June 14, 2000.
5 Opinion of Hale and Dorr LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5).
24 Power of Attorney (included in the signature page of this Registration
Statement).
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