<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 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
FVC.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0357037
(State of Incorporation) (I.R.S. Employer Identification Number)
---------------------
3393 OCTAVIUS DRIVE
SUITE 102
SANTA CLARA, CA 95054
(408) 567-7200
(Address of Principal Executive Offices)
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1997 EQUITY INCENTIVE PLAN
(Full title of the plan)
James O. Mitchell
Vice President, Operations and Chief Financial Officer
FVC.COM, INC.
3393 Octavius Drive
Suite 102
Santa Clara, CA 95054
(408) 567-7200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
Copies to:
LEE F. BENTON, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options and Common Stock 750,000 $12.8125 $9,289,062.50 $2,582.35
(par value $.001)
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</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 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 February 12, 1999.
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the
purpose of registering an additional 750,000 shares of the
Registrant's Common Stock to be issued pursuant to the Registrant's
1997 Equity Incentive Plan (the "1997 Plan"), as amended.
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-8, NO. 333-51799
The contents of the Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on May 5, 1998 relating to the
1997 Plan (File No. 333-51799) is incorporated by reference herein.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock being registered
hereby will be passed upon for the Company by Cooley Godward LLP, Palo
Alto, California. Lee F. Benton, a partner at Cooley Godward LLP, is
Secretary of the Company.
EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cooley Godward LLP is (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page).
2.
<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 Santa Clara, State of California, on February 5,
1999.
FVC.COM, INC.
By: /s/ Richard M. Beyer
--------------------------------------
Richard M. Beyer
President and Chief Executive Officer
3.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard M. Beyer and Ralph Ungermann, 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
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 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 of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------------- --------------------------------------- ------------------
<S> <C> <C>
/s/ Ralph Ungermann
- ---------------------------------------------- Chairman of the Board of Directors February 5, 1999
Ralph Ungermann
/s/ Richard M. Beyer
- ---------------------------------------------- President, Chief Executive Officer and February 5, 1999
Richard M. Beyer Director
(PRINCIPAL EXECUTIVE OFFICER)
/s/ James O. Mitchell
- ---------------------------------------------- Vice President, Operations and Chief February 5, 1999
James O. Mitchell Financial Officer
(PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER)
/s/ Neal M. Douglas
- ---------------------------------------------- Director February 5, 1999
Neal M. Douglas
/s/ Pier Carlo Falotti
- ---------------------------------------------- Director February 6, 1999
Pier Carlo Falotti
/s/ David A. Norman
- ---------------------------------------------- Director February 9, 1999
David A. Norman
/s/ James R. Swartz
- ---------------------------------------------- Director February 8, 1999
James R. Swartz
/s/ Enzo Torresi
- ---------------------------------------------- Director February 9, 1999
Enzo Torresi
/s/ Robert Wilmot
- ---------------------------------------------- Director February 5, 1999
Robert Wilmot
</TABLE>
4.
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page).
5.
<PAGE>
EXHIBIT 5.1
LEE F. BENTON
DIRECT: (650) 843-5017
INTERNET: [email protected]
February 17, 1999
FVC.COM, Inc.
3393 Octavius Drive
Suite 102
Santa Clara, CA 95054
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by FVC.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 750,000 shares of the Company's Common
Stock, $.001 par value (the "Shares"), pursuant to the Company's 1997 Equity
Incentive Plan, as amended (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and Bylaws, as amended 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/ Lee F. Benton
--------------------------
Lee F. Benton
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 30, 1998, except as to Note 10
which is as of April 28, 1998, which appears on page F-2 of the Registration
Statement on Form S-1 (No. 333-38755) of FVC.COM, Inc. (formerly First Virtual
Corporation) dated April 29, 1998.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
San Jose, California
February 15, 1999
7.
