As filed with the Securities and Exchange Commission on June 25, 1999
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EFAX.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0182451
(State of Incorporation) (I.R.S. Employer Identification Number)
1378 Willow Road
Menlo Park, CA 94025
(650) 324-0600
1995 STOCK PLAN
(Full title of the plan)
Edward R. Prince, III
Chief Executive Officer
eFax.com, Inc.
1378 Willow Road
Menlo Park, CA 94025
(650) 324-0600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
Copies to:
PATRICK A. POHLEN, ESQ.
COOLEY GODWARD LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Securities Proposed Maximum Proposed Maximum Amount of
to be Registered Amount to be Registered Offering Price Per Share (1) Aggregate Offering Price (1) Registration Fee
- -------------------- ----------------------- ---------------------------- ---------------------------- ----------------
Stock Options and
Common Stock (par
value $.001) 1,000,000 $12.50 $12,500,000 $3,475.00
=========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended. The offering price per share and aggregate offering price for
the unissued stock options Common Stock are based upon the average of the
high and low prices of Registrant's Common Stock as reported on the Nasdaq
National Market System on June 22, 1999.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 1,000,000 shares of the Registrant's Common Stock to
be issued pursuant to the Registrant's 1995 Stock Plan (the "1995 Plan").
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-8, NO. 333-39815
The contents of the Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on November 7, 1997 relating to the 1995
Plan (File No. 333-39815) is incorporated by reference herein.
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<CAPTION>
EXHIBITS
Exhibit
Number
------
<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Independent Auditor's Consent
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages
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2
<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 Menlo Park, State of California, on June 21, 1999.
EFAX.COM, INC.
By: /s/ EDWARD R. PRINCE, III
-----------------------------------
Edward R. Prince, III
Chairman of the Board and
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward R. Prince, III and Todd J. Kenck,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, 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
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
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 any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
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<CAPTION>
Signature Title Date
- --------------------------------- ------------------------------ -------------
<S> <C> <C>
/s/ EDWARD R. PRINCE, III Chairman of the Board of June 21, 1999
- --------------------------------- Directors and Chief Executive
Edward R. Prince, III Officer
(Principal Executive Officer)
/s/ TODD J. KENCK Vice President Finance, Chief
- --------------------------------- Financial Officer and Secretary
Todd J. Kenck (Principal Financial and
Accounting Officer) June 21, 1999
Director
- ---------------------------------
Thomas B. Akin
/s/ DOUGLAS Y. BECH Director June 21, 1999
- ---------------------------------
Douglas Y. Bech
/s/ STEVEN CARNEVALE Director June 21, 1999
- ---------------------------------
Steven Carnevale
/s/ LON B. RADIN Director June 21, 1999
- ---------------------------------
Lon B. Radin
Director
- ---------------------------------
Albert E. Sisto
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<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit
Number Description
------- ----------------------------------------------------------------
<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Independent Auditor's Consent
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement
24.1 Power of Attorney is contained on the signature pages
</TABLE>
<PAGE>
EXHIBIT 5.1
Patrick A. Pohlen, Esq.
Direct: (650) 843-5004
Internet: [email protected]
June 25, 1999
eFax.com, Inc.
1378 Willow Road
Menlo Park, CA 94025
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by eFax.com, Inc. (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of an aggregate of 1,000,000 shares of the
Company's Common Stock, $.001 par value (the "Shares"), pursuant to the
Company's 1995 Stock Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Amended and Restated Certificate of Incorporation
and Bylaws and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and the related Prospectus, will be validly issued,
fully paid, and nonassessable (except as to shares issued pursuant to certain
deferred payment arrangements, which will be fully paid and nonassessable when
such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ PATRICK A. POHLEN
--------------------------------
Patrick A. Pohlen
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement of eFax.com, Inc. on Form S-8 of our report dated February 8, 1999
(April 9, 1999 as to Note 14) which is included in the Annual Report on Form
10-K of eFax.com, Inc. (formerly JetFax, Inc.) for the year ended January 2,
1999.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
June 24, 1999
