<PAGE> 1
As filed with the Securities and Exchange Commission on August 14, 2000
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
RATEXCHANGE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 11-2936371
(State of Incorporation) (I.R.S. Employer Identification No.)
185 BERRY STREET, SUITE 3515
SAN FRANCISCO, CALIFORNIA 94107
(415) 371-9800
(Address of Principal Executive Offices and Zip Code)
NetAmerica.com CORPORATION 1999 STOCK OPTION PLAN
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AND
OPTIONS GRANTED TO EMPLOYEES AND CONSULTANTS PURSUANT TO INDIVIDUAL AGREEMENTS
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(Full Title of the Plans)
Donald Sledge
RateXchange Corporation
185 Berry Street, Suite 3515
San Francisco, California 94107
(415) 371-9800
(Name, address and telephone number, including area code,
of agent for service)
Copy to:
Dawn M. Call, Esq.
Snell & Wilmer L.L.P.
15 West South Temple, Suite 1200
Salt Lake City, Utah 84101
(801) 257-1900
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title Of Proposed Proposed
Securities Amount Maximum Maximum Amount Of
To Be To Be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.0001 par value: 2,690,000 $2.26(2) $6,079,400 $1,605
To be issued under the 1999 Stock
Option Plan
To be issued to Employees and 4,215,000 $7.00(3) $29,505,000 $7,789
Consultants pursuant to
Individual Agreements
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Total 6,905,000 $35,584,400 $9,394
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</TABLE>
(1) In the event of a stock split, stock dividend or similar transaction
involving RateXchange's common stock, to prevent dilution, the number
of shares registered will be automatically increased to cover the
additional shares in accordance with Rule 416(a) under the Securities
Act of 1933.
(2) Calculated pursuant to Rule 457(h) of the Securities Act of 1933. Such
computation is based on the weighted average exercise price of options
outstanding under the 1999 Stock Option Plan.
(3) Calculated pursuant to Rule 457(h) of the Securities Act of 1933. Such
computation is based on the exercise price of $7.00 for all options
outstanding under individual agreements.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
RateXchange Corporation, formerly known as NetAmerica.com Corporation,
hereby incorporates by reference in this registration statement the following
documents which were previously filed with the Securities and Exchange
Commission:
(a) The Company's annual report on Form 10-K for the fiscal
year ended December 31, 1999;
(b) The Company's quarterly report on Form 10-Q for the
quarter ended March 31, 2000;
(c) The Company's current report on Form 8-K filed with the
Securities and Exchange Commission on July 27, 2000; and
(d) The description of the Company's common stock contained in
its registration statement on Form 8-A filed pursuant to Section 12(b)
of the Securities Exchange Act of 1934 and any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be 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
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Delaware General Corporate Code Section 145 provides for the
indemnification of directors and officers in terms sufficiently broad to permit
such indemnification, under certain circumstances, for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933.
In addition, Delaware Code provides that a corporation may purchase and maintain
insurance on behalf of an officer or director against liability incurred by the
officer or director as an officer or director. RateXchange Corporation's Bylaws
and Certificate of Incorporation require the Company to indemnify its directors
and officers to the fullest extent allowed under Delaware law. The Bylaws also
provide that the Company may purchase and maintain insurance on behalf of its
officers and directors against any liability asserted against them as officers
and directors. Currently, the Company carries director and officer liability
insurance which may insure against director or officer liability arising under
the Securities Act of 1933.
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION
Not Applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
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<S> <C>
4.1 NetAmerica.com Corporation 1999 Stock Option Plan
4.2 Form of Individual Employee or Consultant Stock Option
Agreement
5.1 Opinion of Snell & Wilmer, L.L.P.
23.1 Consent of Independent Auditors
23.2 Consent of Snell & Wilmer L.L.P. (included in
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
</TABLE>
ITEM 9. UNDERTAKINGS
A. The Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to the 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 of 1933, 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.
B. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 may be permitted to the Company's directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by the Company's directors, officers or controlling persons 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 Company 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 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, the Company
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 Francisco, State of California, on August 14,
2000.
RATEXCHANGE CORPORATION
By: /S/ DONALD H. SLEDGE
-------------------------------------
Donald H. Sledge
Chief Executive Officer
Know all persons by these presents, that each person whose signature
appears below constitutes and appoints Donald H. Sledge and Philip Rice and each
one of them, acting individually and without the other, as his attorney-in-fact,
each with full power of substitution, for him in any and all capacities, to sign
any and all amendments to this registration statement on Form S-8, and to file
with same, the exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement and any amendments to this registration statement have
been signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/S/ DONALD H. SLEDGE Chairman and Chief Executive Officer August 14, 2000
-----------------------------------
DONALD H. SLEDGE
/S/ PHILIP RICE Executive Vice President and August 14, 2000
----------------------------------- Chief Financial Officer
PHILIP RICE
/S/ CHRISTOPHER J. VIZAS Director August 14, 2000
-----------------------------------
CHRISTOPHER J. VIZAS
/S/ D. JONATHAN MERRIMAN Director August 14, 2000
-----------------------------------
D. JONATHAN MERRIMAN
/S/ RONALD E. SPEARS Director August 14, 2000
-----------------------------------
RONALD E. SPEARS
/S/ GORDON HUTCHINS, JR. Director August 14, 2000
-----------------------------------
GORDON HUTCHINS, JR.
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EXHIBITS INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
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<S> <C>
4.1 NetAmerica.com Corporation 1999 Stock Option Plan
4.2 Form of Individual Employee or Consultant Stock
Option Agreement
5.1 Opinion of Snell & Wilmer, L.L.P.
23.1 Consent of Independent Auditors
23.2 Consent of Snell & Wilmer L.L.P. (included in
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
</TABLE>
