<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1999.
REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ADAM.COM, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1878070
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
1600 RIVEREDGE PARKWAY, SUITE 800
ATLANTA, GEORGIA 30328
TELEPHONE: (770) 980-0888
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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A.D.A.M. SOFTWARE, INC. AMENDED AND RESTATED 1992 STOCK OPTION PLAN
(Full title of plan)
ROBERT S. CRAMER, JR.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ADAM.COM, INC.
1600 RIVEREDGE PARKWAY, SUITE 800
ATLANTA, GEORGIA 30328
TELEPHONE: (770) 980-0888
FACSIMILE: (770) 989-4970
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
STACEY K. GEER
KING & SPALDING
191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303
TELEPHONE: (404) 572-4600
FACSIMILE: (404) 572-5100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES TO BE AGGREGATE PRICE PER AGGREGATE OFFERING AMOUNT OF
Registered AMOUNT TO BE REGISTERED UNIT (1) PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,600,000 shares $14.94 $23,904,000.00 $6,310.66
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</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(h) on the basis of the average of the
high and low sales prices per share of common stock of adam.com, Inc. as
reported on the Nasdaq National Market's National Market on December 7,
1999.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 (Registration
No. 333-07785) filed by adam.com, Inc. (formerly called A.D.A.M. Software, Inc.)
with the Securities and Exchange Commission (the "Commission") on July 8, 1996
to register common stock to be issued pursuant to the A.D.A.M. Software, Inc.
Amended and Restated 1992 Stock Option Plan (the "Plan") are hereby incorporated
by reference. This Registration Statement is being filed to increase the number
of shares registered pursuant to the Plan by 1,600,000 shares from 1,400,000
shares to 3,000,000 shares.
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Registrant with the
Commission are incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1999 filed on June 29, 1999;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999;
(c) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999;
(d) The Registrant's Current Report on Form 8-K dated
November 30, 1999; and
(e) The description of the Registrant's common stock included
in the Registration Statement on Form 8-A, dated October 11,
1995.
All documents filed by the Registrant subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder 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 a part of
this Registration Statement from the date of filing of such documents.
Item 8. EXHIBITS.
Exhibit Description
- ------- -----------
5.1 Opinion of King & Spalding regarding legality of shares being
registered.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of King & Spalding (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on this 9th day of December, 1999.
ADAM.COM, INC.
By: /s/ Robert S. Cramer, Jr.
-------------------------------
Robert S. Cramer, Jr.
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Robert S. Cramer, Jr. and Michael S.
Fisher and each of them, his true and lawful attorney-in-fact and agents, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to sign any registration
statement for the same offering covered by this Registration Statement that is
to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, and all post-effective amendments thereto, and to file
the same, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in fact and
agents, or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities on December 9, 1999.
NAME TITLE
/s/ Robert S. Cramer, Jr. Chairman of the Board and Chief
- --------------------------- Executive Officer (Principal Executive
Robert S. Cramer, Jr. Officer)
/s/ Michael S. Fisher Vice President of Finance and
- --------------------------- Administration (Principal Financial
Michael S. Fisher and Accounting Officer)
Director
- ---------------------------
Linda Davis
/s/ Sally D. Elliott Director
- ---------------------------
Sally D. Elliott
/s/ Daniel S. Howe Director
- ---------------------------
Daniel S. Howe
<PAGE>
Director
- ---------------------------
Hamilton Jordan
/s/ John W. McClaugherty Director
- ---------------------------
John W. McClaugherty
/s/ Gregory M. Swayne Director
- ---------------------------
Gregory M. Swayne
Director
- ---------------------------
Francis J. Tedesco, M.D.
<PAGE>
EXHIBIT 5.1
December 9, 1999
adam.com, Inc.
1600 Riveredge Parkway
Suite 800
Atlanta, Georgia 30328
Re: adam.com, Inc.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel for adam.com, Inc., a Georgia corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to 1,600,000 shares of common stock (the "Shares")
issuable by the Company pursuant to the A.D.A.M. Software, Inc. Amended and
Restated 1992 Stock Option Plan (the "Option Plan").
As such counsel, we have examined and relied upon such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to form the basis for the opinions hereinafter set forth. In all
such examinations, we have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all copies submitted
to us as certified, conformed or photographic copies, and as to certificates of
public officials, we have assumed the same to have been properly given and to be
accurate.
The opinions expressed herein are limited in all respects to the
corporate law of the State of Georgia, and no opinion is expressed with respect
to the laws of any other jurisdiction or any effect which such laws may have on
the opinions expressed herein. This opinion is limited to the matters stated
herein, and no opinion is implied or may be inferred beyond the matters
expressly stated herein.
Based upon the foregoing, we are of the opinion that: (i) the Shares
are duly authorized; and (ii) upon the issuance of the Shares against payment
therefor as provided in the Option Plan, the Shares will be validly issued,
fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of adam.com, Inc. in connection with the matters addressed herein. This opinion
may not be furnished to or relied upon by any person or entity for any purpose
without our prior written consent.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
King & Spalding
<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 14, 1999 relating to the financial
statements and financial statement schedules, which appears in adam.com
Inc.'s (formerly A.D.A.M. Software, Inc.) Annual Report on Form 10-K for the
year ended March 31, 1999.
PricewaterhouseCoopers LLP
Atlanta, Georgia
December 9, 1999
