<PAGE>
As filed with the Securities and Exchange Commission on September 30, 1998
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
CONNECT, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0431045
(State of incorporation) (I.R.S. Employer Identification No.)
515 ELLIS STREET
MOUNTAIN VIEW, CA 94043-2242
(Address of principal executive offices)
_______________________
1996 STOCK OPTION PLAN
1989 STOCK OPTION PLAN
(Full title of the Plans)
_______________________
CRAIG D. NORRIS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CONNECT, INC.
515 ELLIS STREET
MOUNTAIN VIEW, CA 94043-2242
(650) 254-4000
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:
Donald M. Keller, Jr.
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996 STOCK OPTION PLAN
Common Stock,
$.001 par value........................... 444,600 Shares $ 0.61(2) $ 271,207 $ 80.00
Common Stock,
$.001 par value........................... 1,555,400 Shares $ 1.98(3) $3,079,692 $909.00
1989 STOCK OPTION PLAN
Common Stock,
$.001 par value........................... 47,535 Shares $ 0.61(2) $ 28,996 $ 9.00
Common Stock,
$.001 par value........................... 77,518 Shares $1.3125(3) $ 179,670 $ 53.00
---------------- ---------- -------
2,125,053 Shares $3,559,565 $ 1,051
</TABLE>
_______________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant
to this Registration Statement by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected without
the receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
(the "Securities Act") solely for the purpose of calculating the
registration fee. The computation with respect to unissued options is
based upon the average high and low sale prices of the Common Stock as
reported on the Nasdaq National Market on September 24, 1998.
(3) Computed in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee. Computation based on the
weighted average per share exercise price (rounded to the nearest cent) of
outstanding options under the referenced plan, the shares issuable under
which are hereby registered.
Page 1 of 7 Pages
Exhibit Index on Page 5
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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
(the "Commission") are hereby incorporated by reference:
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(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which contains audited
------------
financial statements for the Registrant's latest fiscal year for which such
statements have been filed.
(b) 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 (a) above.
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A/A filed with the Commission
under Section 12 of the Exchange Act on December 31, 1997, 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 securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
-------------------------
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
--------------------------------------
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Registrant's Amended and Restated Certificate of Incorporation
reduces the liability of a director to the corporation or its stockholders for
monetary damages for breaches of his or her fiduciary duty of care to the
fullest extent permissible under Delaware law. The Bylaws of the Registrant
further provide for indemnification of its directors and officers against
expenses (including attorney's fees), judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with any proceedings
arising by reason of the fact that such person is or was an agent of the
corporation to the maximum extent and in the manner permitted by the Delaware
General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with each of its officers and directors which provide
for the indemnification of such persons to the fullest extent permitted by
Delaware law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
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Item 8. EXHIBITS.
--------
Exhibit
Number
------
5.1 Opinion of Venture Law Group, A Professional
Corporation.
23.1 Consent of Venture Law Group, A Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney (see p. 4).
_______________
Item 9. UNDERTAKINGS.
-------------
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 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 purposes 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.
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
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 the initial bona fide offering thereof.
Insofar as the 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
[Signature Pages Follow]
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, CONNECT, Inc., a corporation organized and existing under the laws
of the State of Delaware, 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 Mountain View, State of California, on
this 28th day of September, 1998.
CONNECT, INC.
By: /s/ Joseph G. Girata
----------------------------------------
Joseph G. Girata
Vice President of Finance and
Administration and Chief Financial
Officer
-3-
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Craig D. Norris and Joseph G. Girata,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
or his or her 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 has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Craig D. Norris President and Chief Executive Officer and September 28, 1998
- ------------------------------------- Director (Principal Executive Officer)
Craig D. Norris
/s/ Joseph G. Girata Vice President of Finance and September 28, 1998
- ------------------------------------- Administration and Chief Financial
Joseph G. Girata Officer (Principal Financial
and Accounting Officer)
/s/ Promod Haque Director September 28, 1998
- -------------------------------------
Promod Haque
/s/ Richard H. Lussier Director September 28, 1998
- -------------------------------------
Richard H. Lussier
/s/ Gordon J. Bridge Director September 28, 1998
- -------------------------------------
Gordon J. Bridge
/s/ Rory T. O'Driscoll Director September 28, 1998
- -------------------------------------
Rory T. O'Driscoll
</TABLE>
-4-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
------
<C> <S>
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Consent of Venture Law Group, A Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney (see p. 4).
</TABLE>
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<PAGE>
EXHIBIT 5.1
September 28, 1998
CONNECT, Inc.
515 Ellis Street
Mountain View, California 94043
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") executed by CONNECT, 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 2,000,000 shares of the Company's Common Stock reserved for
issuance under the 1996 Stock Option Plan and 125,053 shares of the Company's
Common Stock reserved for issuance under the 1989 Stock Option Plan
(collectively, the "Shares"). 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 upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable.
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 appearing in the
Registration Statement and in any amendment thereto.
This opinion is solely for your benefit and may not be relied upon by any
other person without our prior written consent.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
--------------------------------------------------
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 Stock Option Plan and the 1989 Stock Option Plan of
CONNECT, Inc. of our reports dated January 27, 1998 with respect to the
financial statements and schedule of CONNECT, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
September 29, 1998
