AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2001
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
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theglobe.com, inc.
(Exact name of registrant as specified in its charter)
DELAWARE 14-1781422
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
120 BROADWAY
NEW YORK, NEW YORK 10271
(Address of registrant's principal executive offices)
THEGLOBE.COM, INC. 2000 STOCK OPTION PLAN
THEGLOBE.COM, INC. 2000 BROAD BASED EMPLOYEE STOCK OPTION PLAN
THEGLOBE.COM, INC. 1998 STOCK OPTION PLAN, AS AMENDED AND RESTATED
CERTAIN SHARES TO BE ISSUED TO CHARLES PECK PURSUANT TO THE NON-
QUALIFIED STOCK OPTION AGREEMENTS DATED JULY 14, 2000
(Full title of the plans)
STEPHANIE HAUGE
THEGLOBE.COM, INC.
120 BROADWAY
NEW YORK, NEW YORK 10271
(212) 894-3600
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered (1) Registered (2) Per Share Offering Price Registration Fee
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Common Stock, par value $.001 per share 2,350,000 shares $0.17(3) $399,500.00 $99.88
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Common Stock, par value $.001 per share 1,250,000 shares $1.9375(4) $2,421,875 $605.47
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Total 3,600,000 shares $2,821,375 $705.35
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<FN>
(1) The Common Stock referred to herein includes Preferred Stock Purchase
Rights (the "Rights"). The Rights will be associated and trade with
the Common Stock. The value, if any, of the Rights will be reflected
in the market price of the Common Stock.
(2) Plus such additional number of shares as may be required in the event
of a stock dividend, stock split, recapitalization or other similar
event in accordance with Rule 416 of the Securities Act of 1933, as
amended (the "Securities Act").
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) of the Securities Act based upon the
average of the high and low prices of the Registrant's common stock,
par value $.001 per share, as reported by the Over the Counter
Bulletin Board on April 26, 2001.
(4) Pursuant to Rule 457(h) of the Securities Act, the maximum price at
which stock options covering the registered shares of Common Stock may
be exercised.
</FN>
PART I
EXPLANATORY NOTE
This Form S-8 Registration Statement relates to
(i) 1,000,000 shares of common stock of theglobe.com, inc., par value
$.001 per share (the "Common Stock"), which may be issued under
our 1998 Stock Option Plan, as amended and restated (the "1998
Plan"),
(ii) 500,000 shares of Common Stock which may be issued under
our 2000 Stock Option Plan (the "2000 Plan"),
(iii) 850,000 shares of Common Stock which may be issued under our 2000
Broad Based Employee Stock Option Plan (the "Broad Based Plan"),
and
(iv) 1,250,000 shares of Common Stock which may be issued to Charles
Peck under the Non-Qualified Stock Option Agreements, dated July
14, 2000.
The documents containing information specified by Part I of this
Registration Statement will be sent or given to holders of options granted
under the 1998 Plan, the Broad Based Plan and the 2000 Plan and to Charles
Peck as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). Such document(s) are not required to be filed with the
SEC but constitute (along with the documents incorporated by reference into
the Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities
Act.
References herein to "the Company" or "the Registrant" shall mean
theglobe.com, inc., a Delaware corporation.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., New York, NY and
Chicago, IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the
public from the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" information into this
Registration Statement, which means that we can disclose important
information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be
part of this Registration Statement, and later information that we file
with the SEC will automatically update this Registration Statement. We
incorporate by reference the following documents listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the termination of the offering:
(a) Our Registration Statements on Form S-1, filed with the SEC on
November 12, 1998 and April 13,1999, in which there are described
the terms, rights and provisions applicable to our outstanding
Common Stock; and
(b) Our Annual Report on Form 10-K, filed with the SEC on April 2,
2001 for the fiscal year ended December 31, 2000.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors, officers, employees
and other individuals against expenses, judgments, fines and amounts paid
in settlement in connection with specified non-derivative actions, suits,
proceedings or investigations if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of
the corporation. In addition, with respect to any criminal action or
proceeding such director must have had no reasonable cause to believe that
his or her conduct was unlawful. In the case of derivative actions, a
similar standard is applicable except that indemnification only extends to
expenses incurred in connection with the defense or settlement of such
action. In addition, the statute requires court approval before there can
be any indemnification where the person seeking indemnification has been
found liable to the corporation. The DGCL provides that it is not exclusive
of other indemnification that may be granted by a corporation's charter,
by-laws, stockholder or director vote, agreement or otherwise.
Our By-Laws require us to indemnify any person who was or is a party
or is threatened to be made a party to or is involved in any threatened,
pending or completed non-derivative action, suit, arbitration, alternative
dispute mechanism, investigation, administrative hearing or any other
proceeding, brought by reason of the fact that he or she is or was our
director or officer, or while our director or officer is or was serving at
our request as a director or officer of another entity, including service
with respect to an employee benefits plan against expenses, including
attorneys' fees, judgments, fines, excise taxes under ERISA, penalties and
amounts paid in settlement, incurred by him or her in connection with such
action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to our best
interests. In addition, with respect to any criminal action or proceeding
such person shall have had no reasonable cause to believe his or her
conduct was unlawful.
Section 102(b)(7) of the DGCL permits a corporation to provide that a
director shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability for (i) any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payment of unlawful dividends or unlawful stock
purchases or redemptions or (iv) any transaction from which the director
derived an improper personal benefit.
Our Charter provides that to the fullest extent that the DGCL permits,
our directors will not be liable to us or our stockholders for monetary
damages for breach of fiduciary duty as a director. Any amendment to or
repeal of our Charter inconsistent with these provisions will not adversely
affect any right of our director or with respect to any acts or omissions
occurring prior to such amendment or repeal.
We have entered into indemnification agreements with our directors and
officers. These agreements provide that we will indemnify such directors
and officers for any amounts paid in settlement or incurred by, or assessed
against, such directors and officers arising in connection with the service
of such directors and officers to the fullest extent permitted by Delaware
law.
We maintain directors' and officers' liability insurance. This
insurance provides for payment, on behalf of our and our subsidiaries'
directors and officers, of certain losses of such persons arising from
claims, including claims arising under the Securities Act, for acts or
omissions by such persons while acting as directors or officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Form of Fourth Amended and Restated Certificate of
Incorporation of the Company previously filed as Exhibit
3.1 to the Company's Registration Statement No. 333-59751
on Form S-1, and incorporated herein by reference
4.2 Form of By-Laws of the Company previously filed as Exhibit
3.2 to the Company's Registration Statement No. 333-59751
on Form S-1, and incorporated herein by reference
4.3 Form of Rights Agreement by and between the Company and
American Stock Transfer & Trust Company as Rights Agent
previously filed as Exhibit 4.6 to the Company's
Registration Statement No. 333-59751 on Form S-1, and
incorporated herein by reference
4.4 1998 Stock Option Plan previously filed as Exhibit 10.7 to
the Company's Registration Statement No. 333-76153 on Form
S-1, and incorporated herein by reference
4.5 2000 Stock Option Plan previously filed as Exhibit A to the
Company's 2000 Proxy Statement, and incorporated herein by
reference
4.6 2000 Broad Based Employee Stock Option Plan previously
filed as Exhibit 10.6 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, and
incorporated herein by reference
4.7* Form of Nonqualified Stock Option Agreement with Charles
Peck
4.8* Form of Nonqualified Stock Option Agreement with Charles
Peck
5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1)
23.2* Consent of KPMG LLP (independent public accountants)
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* filed herewith
Item 9. Undertakings
The Company hereby undertakes:
(a) 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;
(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, represent a fundamental change
in the information set forth in this 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 (i) and (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 with or
furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
(d) That, for the purpose of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described in Item 6 of
this Registration Statement, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on
February 6, 2001.
theglobe.com, inc.
\s\ Stephanie Hauge
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By: Stephanie Hauge
Vice President, Chief Financial Officer
and Treasurer (Principal Financial and
Accounting Officer)
POWER OF ATTORNEY
KNOW BY ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of theglobe.com, inc., a
Delaware corporation, do hereby constitute and appoint Michael S. Egan and
Stephanie Hauge, and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any
one of them, determine may be necessary or advisable or required to enable
said corporation to comply with the Securities Act and any rules or
regulations or requirements of the SEC in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or
in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and
confirms that all said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof. This Power of Attorney may be signed
in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
- --------- ----- ----
\s\ Michael S. Egan Chairman and Director February 2, 2001
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Michael S. Egan
\s\ Charles M. Peck Chief Executive Officer February 2, 2001
- ----------------------- (Principal Executive Officer)
Charles M. Peck
\s\ Todd V. Krizelman Co-Vice Chairman, Director February 6, 2001
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Todd V. Krizelman
\s\ Stephan J. Paternot Co-Vice Chairman, Director February 6, 2001
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Stephan J. Paternot
\s\ Dean S. Daniels President and Chief Operating February 6, 2001
- ----------------------- Officer
Dean S. Daniels
\s\ Stephanie Hauge Vice President, Chief Financial February 6, 2001
- ----------------------- Officer and Treasurer (Principal
Stephanie Hauge Financial and Accounting Officer)
\s\ Rosalie V. Arthur Director February 6, 2001
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Rosalie V. Arthur
\s\ Edward A. Cespedes Director February 6, 2001
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Edward A. Cespedes
Director
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Henry C. Duques
\s\ Robert M. Halperin Director February 6, 2001
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Robert M. Halperin
\s\ H. Wayne Huizenga Director February 6, 2001
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H. Wayne Huizenga
\s\ Richard Sarnoff Director February 6, 2001
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Richard Sarnoff
Index to Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 Form of Fourth Amended and Restated Certificate of
Incorporation of the Company previously filed as Exhibit
3.1 to the Company's Registration Statement No. 333-59751
on Form S-1, and incorporated herein by reference
4.2 Form of By-Laws of the Company previously filed as Exhibit
3.2 to the Company's Registration Statement No. 333-59751
on Form S-1, and incorporated herein by reference
4.3 Form of Rights Agreement by and between the Company and
American Stock Transfer & Trust Company as Rights Agent
previously filed as Exhibit 4.6 to the Company's
Registration Statement No. 333-59751 on Form S-1, and
incorporated herein by reference
4.4 1998 Stock Option Plan, previously filed as Exhibit 10.7 to
the Company's Registration Statement No. 333-76153 on Form
S-1 and incorporated herein by reference
4.5 2000 Stock Option Plan previously filed as Exhibit A to the
Company's 2000 Proxy Statement and incorporated herein by
reference
4.6 2000 Broad Based Employee Stock Option Plan previously
filed as Exhibit 10.6 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999 and
incorporated herein by reference
4.7* Form of Nonqualified Stock Option Agreement with Charles
Peck
4.8* Form of Nonqualified Stock Option Agreement with Charles
Peck
5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1)
23.2* Consent of KPMG LLP (independent public accountants)
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* filed herewith