<PAGE>
As Filed With the Securities and Exchange Commission on August 6, 1999
Registration No. 333-___________
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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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SOURCINGLINK.NET, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 98-0132465
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
650 CASTRO STREET, SUITE 210, MOUNTAIN VIEW, CALIFORNIA 94041
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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EMPLOYEE STOCK PURCHASE PLAN
1999 STOCK INCENTIVE PLAN
1997 STOCK OPTION PLAN
STOCK OPTION PLAN
(FULL TITLES OF THE PLANS)
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Sean M. Maloy, President
SourcingLink.net, Inc.
650 Castro Street, Suite 210
Mountain View, California 94041
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(650) 966-1214
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
Bruce W. Feuchter, Esq.
Jeffrey B. Coyne, Esq.
Stradling Yocca Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(949) 725-4000
PAGE 1 OF 10 PAGES
EXHIBIT INDEX ON PAGE 8
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered(1) Offering Price Aggregate Offering Registration Fee
Per Share Price
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<S> <C> <C> <C> <C>
Common Stock, 6,200,000 shares (2) $ 17,084,430 (2) $ 4,750.00
$ 0.001 par value
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</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the Employee Stock
Purchase Plan (the "ESPP"), the 1999 Stock Incentive Plan (the "1999 Plan"),
the 1997 Stock Option Plan, as amended (the "1997 Plan"), and the Stock
Option Plan (the "Stock Option Plan").
(2) In accordance with Rule 457(h), the aggregate offering price of 3,588,000
shares of Common Stock registered hereby which would be issued upon exercise
of options granted under the Stock Option Plan and the 1997 Plan is based
upon the per share exercise price of such options, the weighted average of
which is approximately $2.11 per share. With respect to the 2,112,000 shares
of Common Stock registered hereby which would be issued upon exercise of the
remaining options and rights to purchase which Registrant is authorized to
issue under its Stock Option Plan, 1997 Plan, and 1999 Plan, the aggregate
offering price is estimated solely for purposes of calculating the
registration fee, in accordance with Rule 457(h) on the basis of the price of
securities of the same class, as determined in accordance with Rule 457(c),
using the last sale reported by the OTC Bulletin Board for the Common Stock
on July 19, 1999, which was $3.75 per share. For the purpose of the remaining
500,000 shares of Common Stock registered hereby which would be issued upon
exercise of the remaining rights to purchase which Registrant is authorized
to issue under its ESPP the aggregate offering price is estimated solely for
purposes of calculating the registration fee, in accordance with Rule 457(h)
on the basis of the price of securities of the same class, as determined in
accordance with Rule 457(c), using the per share price of $3.1875, or 85% of
the last per share sale price reported by the OTC Bulletin Board for the
Common Stock on July 19, 1999, which was $3.75.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the
transition period from July 1, 1998 to March 31, 1999 filed with the Securities
and Exchange Commission (the "Commission") under the Securities Exchange Act of
1934, as amended (the "1934 Act') on June 21, 1999;
(b) All other reports filed by the Registrant purusant to Section
13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the
report referred to in (a) above;
(c) The description of the Registrant's Common Stock that is
contained in the Registrant's Registration Statement on Form 8-A filed under
Section 12 of the 1934 Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Bylaws provide that the Registrant will indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by the General Corporation Law of the State of Delaware
(the "DGCL"). The Registrant believes that indemnification under its Bylaws
covers at least negligence and gross negligence by indemnified parties, and
permits the Registrant to advance litigation expenses in the case of stockholder
derivative actions or other actions, against an undertaking by the indemnified
party to repay such advances if it is ultimately determined that the indemnified
party is not entitled to indemnification. The Registrant maintains liability
insurance for its officers and directors.
In addition, the Registrant's Certificate of Incorporation provides
that, pursuant to the DGCL, its directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty to the Registrant and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the directors' fiduciary duty, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under the DGCL. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under the DGCL. The provision
also does not affect a director's responsibilities under any other law, such as
the federal securities laws or state or federal environmental laws.
The Registrant has entered into separate indemnification agreements
with its directors and officers. These agreements require the Registrant, among
other things, to indemnify them against liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from actions not taken in good faith or in a manner the indemnitee believed to
be opposed to the best interests of the Registrant), and to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified. Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended (the "1933 Act"), may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of
the Commission, such indemnification is against public policy as expressed in
the 1933 Act and is therefore unenforceable.
<PAGE>
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
NUMBER DESCRIPTION
4.1 Employee Stock Purchase Plan (incorporated herein by
reference to Exhibit B to the Registrant's Proxy
Statement filed pursuant to Section 14(a) of the
1934 Act on June 17, 1999).
4.2 1999 Stock Incentive Plan (incorporated herein by
reference to Exhibit B to the Registrant's Proxy
Statement filed pursuant to Section 14(a) of the
1934 Act on June 17, 1999).
4.3 1997 Stock Option Plan (the "1997 Plan"), as amended
(incorporated herein by reference to Exhibit 10.7 to
Form 10-KSB filed on June 21, 1999).
4.4 Stock Option Plan (the "Stock Option Plan")
(incorporated herein by reference to Exhibit 10.10.5
to Form 10-KSB filed on June 21, 1999).
5.1 Opinion of Stradling Yocca Carlson & Rauth, a
Professional Corporation, Counsel to the Registrant.
23.1 Consent of Stradling Yocca Carlson & Rauth, a
Professional Corporation (included in the Opinion
filed as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent
auditors.
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
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;
(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 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 these 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 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
<PAGE>
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, 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 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 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 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.
<PAGE>
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 Irvine, State of
California, on the 30 day of July, 1999.
SOURCINGLINK.NET, INC.
(Registrant)
/s/ Sean M. Maloy
------------------------------------------------
Sean M. Maloy, President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of SourcingLink.net, Inc.
do hereby constitute and appoint Sean M. Maloy our true and lawful attorney
and agent, to sign for us or any of us in our names and in the capacities
indicated below, any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits
thereto and other documents required in connection therewith, and to do any
and all acts and things in our names and in the capacities indicated below,
which said attorney and agent may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement; and we do hereby
ratify and confirm all that the said attorney and agent shall do or cause to
be done by virtue hereof.
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/S/ SEAN M. MALOY
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SEAN M. MALOY President and Chief Executive Officer July 30, 1999
(Principal Executive Officer)
/S/ GARY DAVIDSON
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GARY DAVIDSON Vice President of Finance and July 30, 1999
Chief Financial Officer
(Principal Financial and Accounting Officer)
/S/ MARCEL VAN HEESEWIJK
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MARCEL VAN HEESEWIJK Chairman of the Board of Directors July 30, 1999
/S/ MATTHEUS WEGBRANS
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MATTHEUS WEGBRANS Director July 30, 1999
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/S/ JOHAN VUNDERINK
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JOHAN VUNDERINK Director July 30, 1999
/S/ LOUIS DELMONICO
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LOUIS DELMONICO Director July 30, 1999
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
------ ----------- -----------
<S> <C> <C>
4.1 Employee Stock Purchase Plan (incorporated herein by --
reference to Exhibit B to the Registrant's Proxy Statement
filed pursuant to Section 14(a) of the 1934 Act on June 17,
1999).
4.2 1999 Stock Incentive Plan (incorporated herein by --
reference to Exhibit B to the Registrant's Proxy
Statement filed pursuant to Section 14(a) of the 1934
Act on June 17, 1999).
4.3 1997 Stock Option Plan (the "1997 Plan"), as amended --
(incorporated herein by reference to Exhibit 10.7 to Form
10-KSB filed on June 21, 1999).
4.4 Stock Option Plan (the "Stock Option Plan") --
(incorporated herein by reference to Exhibit 10.10.5
to Form 10-KSB filed
5.1 Opinion of Stradling Yocca Carlson & Rauth, a 9
Professional Corporation, Counsel to the Registrant.
23.1 Consent of Stradling Yocca Carlson & Rauth, a --
Professional Corporation (included in the Opinion
filed as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent auditors. 10
24.1 Power of Attorney (included on signature page to the --
Registration Statement at page S-1).
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF
STRADLING YOCCA CARLSON & RAUTH]
July 30, 1999
SourcingLink.net, Inc.
650 Castro Street, Suite 210
Mountain View, California 94041
RE: REGISTRATION STATEMENT ON FORM S-8 (EMPLOYEE STOCK PURCHASE PLAN,
1999 STOCK INCENTIVE PLAN, 1997 STOCK OPTION PLAN, AND STOCK
OPTION PLAN)
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement
on Form S-8 (the "Registration Statement") being filed by SourcingLink.net,
Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of an aggregate of 6,200,000 shares of the Company's
common stock, $.001 par value ("Common Stock"), issuable under the Company's
Employee Stock Purchase Plan, 1999 Stock Incentive Plan, 1997 Stock Option
Plan, and Stock Option Plan (the "Plans").
We have examined the proceedings heretofore taken and are familiar
with the additional proceedings proposed to be taken by the Company in
connection with the authorization, issuance and sale of the securities
referred to above.
Based on the foregoing, it is our opinion that the 6,200,000 shares
of Common Stock, when issued under the Plans and against full payment
therefor in accordance with the respective terms and conditions of the Plans,
will be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ STRADLING YOCCA CARLSON & RAUTH
9
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 21, 1999 relating to the
consolidated financial statements, which appear in the 1999 Annual Report of
QCS.net Corporation, which is incorporated by reference in QCS.net
Corporation's Transition Report on Form 10-KSB for the transition period from
July 1, 1998 to March 31, 1999. We also consent to the incorporation by
reference of our report dated May 21, 1999 relating to the financial
statement schedule, which appears in such Transition Report on Form 10-KSB.
PricewaterhouseCoopers LLP
San Jose, California
August 5, 1999
10
