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As filed with the Securities and Exchange Commission on August 30, 2000
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HOMESEEKERS.COM, INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 87-0397464
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6490 SOUTH MCCARRAN BOULEVARD, SUITE D-28
RENO, NEVADA 89509
(Address, Including Zip Code, of Principal Executive Offices)
AMENDED AND RESTATED
1996 STOCK OPTION PLAN
(Full Title of the Plan)
Greg L. Costley
Chief Executive Officer
HomeSeekers.com, Incorporated
6490 South McCarran Boulevard, Suite D-28
Reno, Nevada 89509
(Name and Address of Agent for Service)
(775) 827-6886
(Telephone Number, Including Area Code, of Agent For Service)
With a copy to:
Timothy J. Melton
Jones, Day, Reavis & Pogue
77 West Wacker Drive
Chicago, Illinois 60601-1692
(312) 782-3939
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Title of Shares Amount to Offering Price Aggregate Registration
to be Registered be Registered Per Share(1) Offering Price Fee
---------------- ------------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share 6,000,000 $2.7188 $16,312,800 $4,306.58
</TABLE>
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) and (h) under the
Securities Act based on the average of the high and low prices on
the Nasdaq SmallCap Market on August 29, 2000.
-------------------------
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EXPLANATORY NOTE AND INCORPORATION BY
REFERENCE OF SELECTED INFORMATION
This registration statement is filed by HomeSeekers.com, Incorporated
with the Securities and Exchange Commission solely to reflect an increase of
6,000,000 shares of our common stock, par value $.001 per shares, reserved
for issuance pursuant to our Amended and Restated 1996 Stock Option Plan.
Except as noted below, in accordance with General Instruction E to Form S-8,
the contents of our registration statement on Form S-8 (Registration No.
333-77989) filed with the Securities and Exchange Commission on May 7, 1999
are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1 Amendment No. 1 to HomeSeekers.com, Incorporated Amended and
Restated 1996 Stock Option Plan.
5.1 Opinion of Jenkins & Carter regarding the validity of the
securities registered hereunder.
23.1 Consent of Jenkins & Carter (set forth in their opinion filed
as Exhibit 5.1 to this Registration Statement).
23.2 Consent of Albright, Persing & Associates, Ltd.
<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 Reno State of Nevada, on this 30th day of
August, 2000.
HOMESEEKERS.COM, INCORPORATED
By: /s/ Gregory L. Costley
------------------------------------
Gregory L. Costley
Chairman and Chief Executive Officer
Each person whose signature appears below hereby constitutes and
appoints Gregory L. Costley his or her true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any
and all (i) amendments (including post-effective amendments) and additions to
this Registration Statement and (ii) Registration Statements, and any and all
amendments thereto (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
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 dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Gregory L. Costley Chairman of the Board and Chief August 30, 2000
--------------------------- Executive Officer
Gregory L. Costley (Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
/s/ John Giaimo President, Chief Operating Officer August 30, 2000
--------------------------- and Director
John Giaimo
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Greg Johnson Chief Technology Officer August 30, 2000
--------------------------- and Director
Greg Johnson
/s/ Bradley N. Rotter Director August 30, 2000
---------------------------
Bradley N. Rotter
/s/ David Holmes Director August 30, 2000
---------------------------
David Holmes
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1 Amendment No. 1 to HomeSeekers.com, Incorporated Amended and Restated
1996 Stock Option Pan.
5.1 Opinion of Jenkins & Carter regarding the validity of the securities
registered hereunder.
23.1 Consent of Jenkins & Carter (set forth in their opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2 Consent of Albright, Persing & Associates, Ltd.
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