As filed with the Securities and Exchange Commission on February 15, 1999
SEC Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INFONOW CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 04-3083360
-------- ----------
(State or other juris- (IRS Employer
diction of incorporation) Identification Number)
1875 Lawrence Street, Suite 1100
Denver, CO 80202
--------------------------------
(Address of principal executive
Offices, including zip code)
INFONOW CORPORATION 1999 STOCK OPTION PLAN
(Full title of the plan)
Kevin D. Andrew
Chief Financial Officer
INFONOW CORPORATION
1875 Lawrence Street, Suite 1100
Denver, CO 80202
(303) 293-0212
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(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Carin M. Kutcipal, Esq.
Chrisman, Bynum & Johnson, P.C.
1900 Fifteenth Street
Boulder, CO 80302
(303) 546-1300
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of securities Proposed maximum Proposed maximum Amount of
to be offering offering Amount aggregate registration
to be registered price per share (1) price (1) fee
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(Par Value, $.001) 900,000 $12.03 $10,827,000 $2,858.33
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Computed pursuant to Rule 457(c) using the average of the high and low bid
prices for the Registrant's Common Stock as quoted on the NASD Electronic
Bulletin Board system on February 7, 2000.
This Registration Statement registers 900,000 shares of the $.001 par value
common stock ("Common Stock") of InfoNow Corporation (the "Company") offered
pursuant to the InfoNow Corporation 1999 Stock Option Plan (the "Plan"). The
Plan was adopted by the board of directors of the Company on April 23, 1999. On
November 8, 1999 the board of directors approved an increase in the number of
shares of Common Stock available for grant of options thereunder to 1,500,000. A
total of 600,000 shares of Common Stock offered pursuant to the Plan were
registered on July 29, 1999 under Registration Statement No. 333-84277 on Form
S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and all other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all the Common Stock offered hereby has been sold or which
deregisters all such Common Stock then remaining unsold, are hereby incorporated
herein by reference to be a part of this Registration Statement from the date of
filing such documents:
(a) The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual reports referred to in (a) above; and
(c) The description of the Common Stock which is contained in the Company's
Registration Statement No. 33-43035 filed under the Securities Act of 1933; and
(d) The Company's 1999 Stock Option Plan, filed as an exhibit to
Registration Statement No. 333-84277, filed on Form S-8 on July 29, 1999.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
contains provisions permitting corporations organized thereunder to indemnify
directors, officers and other representatives from liabilities in connection
with any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person was or is a director, officer, employee or agent of the corporation,
against liabilities arising in any such action, suit or proceeding, expenses
incurred in connection therewith, and against certain other liabilities. Article
Seven of the Registrant's Certificate of Incorporation provides that the
personal liability of the directors of the Registrant to the Registrant or its
stockholders for monetary damages for a breach of fiduciary duty as a director
is eliminated to the maximum extent permitted by Delaware law. Article Five of
the Registrant's Bylaws provides for indemnification of the Registrant's
directors and officers in a variety of circumstances, which may include
liabilities under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Form of Certificate of Common Stock.(1)
4.4 Form of Class C Warrant (2)
5.1 Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of Chrisman, Bynum & Johnson, P.C. (included in
Exhibit 5.1).
23.2 Consent of Hein & Associates LLP.
99.1 InfoNow Corporation 1999 Stock Option Plan.(3)
- ------------------------------
(1) Incorporated by reference from Registration Statement No. 33-43035 on Form
S-1 dated February 14, 1992.
(2) Incorporated by reference from Post-Effective Amendment No. 2 to
Registration Statement No. 33-43035 on Form S-1 dated July 13, 1993.
(3) Incorporated by reference from Registration Statement No. 33-84277 on Form
S-8, dated July 29, 1999.
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 and
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Denver, State of Colorado, on the 11th day of
February, 2000.
INFONOW CORPORATION
By: /s/ Michael W. Johnson
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Michael W. Johnson, Chief Executive Officer
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 and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Michael W. Johnson Chairman, Chief Executive February 11, 2000
- -------------------------- Officer, President and Director
Michael W. Johnson (Principal Executive Officer)
/s/ Kevin D. Andrew Chief Financial Officer, February 11, 2000
- -------------------------- Secretary and Treasurer
Kevin D. Andrew (Principal Financial and
Accounting Officer)
/s/ Duane H. Wentworth Director February 11, 2000
- --------------------------
Duane H. Wentworth
/s/ Michael D. Basch Director February 11, 2000
- --------------------------
Michael D. Basch
/s/ Stuart Fullinwider Director February 11, 2000
- --------------------------
Stuart Fullinwider
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Description of Exhibit Page Number
- ----------- ---------------------- -----------
5.1 Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of Chrisman, Bynum & Johnson, P.C.
(included in Exhibit 5.1).
23.2 Consent of Hein & Associates LLP.
EXHIBIT 23.1
CONSENT OF CHRISMAN, BYNAM & JOHNSON, P.C.
February 8, 2000
InfoNow Corporation
1875 Lawrence Street, Suite 1100
Denver, CO 80202
Gentlemen:
We have acted as counsel to InfoNow Corporation (the "Company") in connection
with the preparation and filing of a Registration Statement on Form S-8
("Registration Statement") covering registration under the Securities Act of
1933 of an additional 900,000 shares of the Company's Common Stock, par value
$.001 per share ("Shares"). The Shares are offered pursuant to the InfoNow
Corporation 1999 Stock Option Plan.
Based on the foregoing, and assuming that the Shares will be sold according to
the Registration Statement at a time when effective and that there will be
compliance with all applicable securities laws involved in those states in which
the shares may be sold, we are of the opinion that, upon issuance of the Shares
according to the Registration Statement and receipt of the consideration to be
paid for the Shares, the Shares will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Sincerely,
CHRISMAN, BYNUM & JOHNSON, P.C.
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the Registration Statement of
InfoNow Corporation of our report dated February 19, 1999, accompanying the
consolidated financial statements of InfoNow Corporation also incorporated by
reference in such Registration Statement.
HEIN + ASSOCIATES LLP
Denver, Colorado
February 8, 2000
