<PAGE>
As Filed with the Securities and Exchange Commission on June 16, 2000
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SUITE101.COM, INC.
(Exact Name of Registrant as specified in its Charter)
DELAWARE 33-0464753
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(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
1122 MAINLAND STREET, SUITE 390, VANCOUVER, BRITISH COLUMBIA, CANADA V6B 5L1
(604) 682-1400
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
1998 STOCK INCENTIVE PLAN
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(Full Title of Plan)
PETER L. BRADSHAW, PRESIDENT
SUITE101.COM, INC.
1122 MAINLAND STREET, SUITE 390, VANCOUVER, BRITISH COLUMBIA V6B 5L1
(604) 682-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a Copy to:
WILLIAM S. CLARKE, ESQUIRE
WILLIAM S. CLARKE, P.A.
457 NORTH HARRISON STREET, SUITE 103, PRINCETON, NEW JERSEY 08540
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 par 797,261 $2.375(1) $1,893,495 $500.00
value
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Common Stock, $.001 par 392,739 $1.50(2) $589,109 $156.00
value
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Common Stock, $.001 par 10,000 $2.375(2) $23,750 $6.00
value
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Total $662.00
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</TABLE>
(1) Estimated solely for the purpose of calculating the Registration Fee in
accordance with Rules 457(c) and 457(h) under the Securities Act of 1933,
as amended, based upon the average of the closing bid and asked prices of
the Common Stock in the over-the-counter market on June 12, 2000.
(2) Pursuant to Rule 457(h), based on the price at which such options may be
exercised.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to the registration of
1,200,000 shares of common stock issuable on exercise of options granted and to
be granted under the 1998 Stock Incentive Plan (the "Plan") to selected
employees, non-employee members of the Board of Directors, and consultants or
other independent advisors who provide services to Suite101.com, Inc., a
Delaware corporation (the "Company").
On June 12, 2000, the shareholders of the Company approved the adoption of
an amendment to the Plan increasing the number of shares reserved for the grant
of options from 1,200,000 to 2,400,000. At June 12, 2000, the Company had
granted options with respect to 402,739 shares the exercise of which was
conditioned on shareholder approval of the amendment of the Plan. This
registration statement is filed pursuant to paragraph E of the General
Instructions to Form S-8 to register additional securities of the same class as
other securities for which a registration statement has been filed on Form S-8
relating to the Plan.
The contents of the Company's registration statement on Form S-8 (File No.
333-74245) filed with the Securities and Exchange Commission on March 11, 1999
are incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Vancouver, Province of
British Columbia, Canada on the 14th day of June, 2000.
SUITE101.COM, INC.
By: /s/ Peter L. Bradshaw
--------------------------------
Peter L. Bradshaw, President and
Chief Executive Officer
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>
<S> <C> <C>
/s/ Peter L. Bradshaw Director, President and Chief Executive June 14, 2000
--------------------------- Officer (Principal Executive Officer)
Peter L. Bradshaw
/s/ Cara Williams Vice President Finance (Principal June 14, 2000
--------------------------- Financial and Accounting Officer)
Cara Williams
/s/ Julie M. Bradshaw Director June 14, 2000
---------------------------
Julie M. Bradshaw
/s/ Mitch Blumberg Director June 14, 2000
---------------------------
Mitch Blumberg
/s/ Alfred J. Puchala, Jr. Director June 14, 2000
---------------------------
Alfred J. Puchala, Jr.
</TABLE>
<PAGE>
SUITE101.COM, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors
and officers of Suite101.com, Inc., a Delaware corporation, which is filing a
Registration Statement on Form S-8 with the Securities and Exchange Commission,
Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), hereby constitutes and appoints Peter L.
Bradshaw and Julie M. Bradshaw, and each of them, the individual's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the person and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any or all amendments,
including post-effective amendments, to the Registration Statement, including a
Prospectus or an amended Prospectus therein and any registration statement for
the same offering that is to be effective upon filing pursuant to Rule 462(b)
under the Securities Act, and all other documents in connection therewith to be
filed with the Securities and Exchange 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
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 as agents or any of them, 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Peter L. Bradshaw Director, President and Chief Executive June 14, 2000
--------------------------- Officer (Principal Executive Officer)
Peter L. Bradshaw
/s/ Cara Williams Vice President Finance (Principal June 14, 2000
--------------------------- Financial and Accounting Officer)
Cara Williams
/s/ Julie M. Bradshaw Director June 14, 2000
---------------------------
Julie M. Bradshaw
/s/ Mitch Blumberg Director June 14, 2000
---------------------------
Mitch Blumberg
/s/ Alfred J. Puchala, Jr. Director June 14, 2000
---------------------------
Alfred J. Puchala, Jr.
</TABLE>
<PAGE>
SUITE101.COM, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -------------------------------------------------------------
4.1 1998 Stock Incentive Plan*
5.1 Opinion of William S. Clarke, P.A.
23.1 Consent of N.I. Cameron Inc., Chartered Accountants
23.2 Consent of William S. Clarke, P.A. (included in Exhibit 5.1).
--------------------------
* Incorporated by reference to the Registrant's registration statement on
Form S-8 (File No. 333-74245).
