<PAGE>
As filed with the Securities and Exchange Commission on September 5, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------
HEAVENLYDOOR.COM, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 04-2893483
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
369 LEXINGTON AVENUE, 10TH FLOOR
NEW YORK, NEW YORK 10017
(Address of Principal Executive Offices)
--------------------------
1998 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
LLOYD J. KAGIN
President and Chief Executive Officer
HeavenlyDoor.com, Inc.
369 Lexington Avenue, 10th Floor
New York, New York 10017
(212) 453-3111
(Name, address and telephone number of agent for service)
with copies to:
LYNNETTE C. FALLON, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------- -------------------- -------------------- --------------------- ------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate offering Amount of
securities to be registered registered(1) per share(2) price registration fee
---------------------------------- -------------------- -------------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 6,000,000 shares $.406 $2,436,000 $643.11
---------------------------------- -------------------- -------------------- --------------------- ------------------
</TABLE>
(1) Plus such additional number of shares of HeavenlyDoor.com, Inc.'s Common
Stock (the "HVDC Common Stock") as are required for issuance upon a stock
split, stock dividend or similar transaction.
(2) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h)(1). The proposed maximum offering price
per share indicated equals the last per share sale price of the HVDC Common
Stock on August 29, 2000 as reported by the Nasdaq SmallCap Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by HeavenlyDoor.com, Inc. ("HVDC") with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) HVDC's Annual Report on Form 10-K filed with the Commission on
April 11, 2000.
(b) HVDC's Quarterly Reports on Form 10-Q filed with the Commission
on May 15, 2000 and August 14, 2000.
(c) HVDC's Current Report on Form 8-K filed with the Commission on
February 28, 2000.
(d) The description of the HVDC Common Stock, contained in the
Registrant's Registration Statement on Form 8-A filed on January 25, 1993, as
amended by the Registrant's Registration Statements on Form 8-A/A filed on
November 5, 1993 and February 7, 1994, including any further amendment or
report filed hereafter for the purpose of updating such description.
All documents filed after the date of this Registration Statement by
the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment that indicates that all
shares of HVDC Common Stock offered hereunder have been sold or which
deregisters all shares of HVDC Common Stock remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Palmer & Dodge LLP, Boston, Massachusetts, will pass upon the validity
of the HVDC Common Stock that is offered by this prospectus. Lynnette C. Fallon,
Esq., a partner of Palmer & Dodge LLP, is the Secretary of HVDC.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law grants HVDC the
power to indemnify each person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was a director, officer, employee or agent of HVDC, or is or was
serving at the request of HVDC as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of HVDC, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful, provided, however, no indemnification shall be
made in connection with any proceeding brought by or in the right of HVDC where
the person involved is adjudged to be liable to HVDC except to the extent
approved by a court. ARTICLE EIGHTH of HVDC's amended and restated certificate
of incorporation as currently in effect provides that HVDC shall, to the
<PAGE>
fullest extent permitted by the Delaware General Corporation Law, as amended
from time to time, indemnify each person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding by reason of the fact that he is or was, or has agreed to become, a
director or officer of HVDC, or is or was serving, or has agreed to serve, at
the request of HVDC, as a director, officer or trustee of, or in a similar
capacity with, another corporation, partnership, joint venture, trust or other
enterprise. The indemnification provided for in ARTICLE EIGHTH is expressly not
exclusive of any other rights to which those seeking indemnification may be
entitled under any law, agreement or vote of stockholders or disinterested
directors or otherwise, and shall inure to the benefit of the heirs, executors
and administrators of such persons. ARTICLE EIGHTH permits the Board of
Directors to authorize the grant of indemnification rights to other employees or
agents of HVDC or other persons serving HVDC and such rights may be equivalent
to, or greater or less than, those set forth in ARTICLE EIGHTH.
Article V, Section 1 of HVDC's by-laws provides that HVDC shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of HVDC, or is or was serving at the
request of HVDC, as a director, officer or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against and incurred by such person
in any such capacity.
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law, ARTICLE
NINTH of HVDC's restated certificate of incorporation eliminates a director's
personal liability for monetary damages to HVDC and its stockholders for
breaches of fiduciary duty as a director, except in circumstances involving a
breach of a director's duty of loyalty to HVDC or its stockholders, acts or
omissions not in good faith, intentional misconduct, knowing violations of the
law, self-dealing or the unlawful payment of dividends or repurchase of stock.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See Exhibit Index immediately following the signature page.
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in
<PAGE>
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 6
hereof, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant 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 Registrant 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.
<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 on August 30, 2000.
HEAVENLYDOOR.COM, INC.
By: /s/ Lloyd J. Kagin
-------------------------------------
Lloyd J. Kagin
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Lloyd J. Kagin, John F. Dee, and Michael E. Fitzgerald, and each one of
them acting singly, as his true and lawful attorneys-in-fact, each acting alone,
with full powers of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments,
including any post-effective amendments, to this Registration Statement, and to
file the same, with exhibits thereto, and other documents to be filed in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact or their substitutes,
each acting alone, may lawfully 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 below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Lloyd J. Kagin President, Chief Executive August 30, 2000
------------------------------------ Officer and Director
Lloyd J. Kagin
/s/ John F. Dee Vice Chairman of the Board August 30, 2000
------------------------------------
John F. Dee
/s/ Salvatore A. Bucci Chief Financial and Accounting August 30, 2000
------------------------------------ Officer
Salvatore A. Bucci
/s/ Michael S. Weiss Chairman of the Board August 30, 2000
------------------------------------
Michael S. Weiss
------------------------------------ Director _____ __, 2000
Glenn L. Cooper
------------------------------------ Director _____ __, 2000
Zola P. Horovitz
<PAGE>
/s/ Richard J. Kurtz Director August 30, 2000
------------------------------------
Richard J. Kurtz
------------------------------------ Director _____ __, 2000
Philip C. Pauze
/s/ Mark C. Rogers Director August 30, 2000
------------------------------------
Mark C. Rogers
/s/ Elliot H. Vernon Director August 30, 2000
------------------------------------
Elliott H. Vernon
------------------------------------ Director _____ __, 2000
Howard Weiser
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4.1 Amended and Restated Articles of Organization of
HeavenlyDoor.com, Inc. Filed herewith.
4.2 By-laws of HeavenlyDoor.com, Inc. Filed as Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1, Commission File
No. 33-57188, and incorporated herein by reference.
4.3 Warrant to Purchase Common stock dated as of September 11, 1995,
issued to Oppenheimer & Co., Inc. Filed as Exhibit 4.10 to the
Registrant's Registration Statement on Form S-1, Commission File
No. 33-96798, and incorporated herein by reference.
4.4 Form of Warrant Agreement between the Registrant and
Commonwealth Associates. Filed as Exhibit 4.11 to the
Registrant's Registration Statement on Form S-1, Commission File
No. 33-96798, and incorporated herein by reference.
4.5 Form of Warrant to Purchase Common Stock dated as of May 17,
1996, and Schedule of Holders. Filed as Exhibit 4.12 to the
Registrant's Form 10-K for the year ended December 31, 1996,
Commission File No. 0- 21134, and incorporated herein by
reference.
4.6 Warrant to Purchase Common Stock dated as of January 6, 1997,
issued to Furman Selz LLC. Filed as Exhibit 4.13 to the
Registrant's Form 10-K for the year ended December 31, 1996,
Commission File No. 0- 21134, and incorporated herein by
reference.
4.7 Unit Purchase Warrant Agreement dated May 17, 1996, issued to
David Blech. Filed as Exhibit 4.1 to the Registrant's Form 10-Q
for the quarter ended June 30, 1997, Commission File No.
0-21134, and incorporated herein by reference.
4.8 Form of Unit Purchase Option, including Schedule of Holders.
Filed as Exhibit 4.2 to the Registrant's Form 10-Q for the
quarter ended June 30, 1998, Commission File No. 0-21134, and
incorporated herein by reference.
4.9 Form of Class C Warrant to Purchase Common Stock dated April 9,
1998, including Schedule of Holders. Filed as Exhibit 4.18 to
the Registrant's Registration Statement on Form S-3, Commission
File No. 333-51245, and incorporated herein by reference.
4.10 Form of 1995 Unit Purchase Warrant. Filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K, filed on March 31,
1999, Commission File No. 0-21134, and incorporated herein by
reference.
4.11 Form of 1997 Unit Purchase Option. Filed as Exhibit 4.2 to the
Registrant's Current Report on Form 8-K, filed on March 31,
1999, Commission File No. 0-21134, and incorporated herein by
reference.
4.12 Form of Class A Warrant. Filed as Exhibit 4.3 to the
Registrant's Current Report on Form 8-K, filed on March 31,
1999, Commission File No. 0-21134, and incorporated herein by
reference.
<PAGE>
4.13 Form of Class B Warrant. Filed as Exhibit 4.4 to the
Registrant's Current Report on Form 8-K, filed on March 31,
1999, Commission File No. 0-21134, and incorporated herein by
reference.
4.14 Form of Warrant to Purchase Shares of Common Stock issued to
Aries Trust and Aries Domestic Fund, L.P. Filed as Exhibit 4.5
to the Registrant's Current Report on Form 8-K, filed on March
31, 1999, Commission File No. 0-21134, and incorporated herein
by reference.
4.15 Common Stock Purchase Warrant dated July 13, 1999 issued to
Wound Healing of Oklahoma. Filed as Exhibit 4.1 to the
Registrant's Form 10-Q for the quarter ended June 30, 1999,
Commission File No. 0-21134, and incorporated herein by
reference.
4.16 Form of Class D Warrant Certificate, including Schedule of
Holders. Filed as Exhibit 4.2 to the Registrant's Form 10-Q for
the quarter ended June 30, 1999, Commission File No. 0-21134,
and incorporated herein by reference.
5 Opinion of Palmer & Dodge LLP as to the legality of the shares
registered hereunder. Filed herewith.
23.1 Consent of PricewaterhouseCoopers LLP. Filed herewith.
23.2 Consent of Palmer & Dodge LLP. Included in Exhibit 5 hereto.
24 Power of Attorney. Included on the signature pages hereto.
