As filed with the Securities and Exchange Commission on September 11, 2000
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE COBALT GROUP, INC.
(Exact name of registrant as specified in its charter)
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WASHINGTON 91-1674947
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2200 FIRST AVENUE SOUTH
SEATTLE, WASHINGTON 98134
(Address of Principal Executive Offices) (Zip Code)
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THE COBALT GROUP, INC. 1995 STOCK OPTION PLAN, AS AMENDED
(Full title of plans)
LEE J. BRUNZ
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE COBALT GROUP, INC.
2200 FIRST AVENUE SOUTH
SEATTLE, WA 98134
TEL.: (206) 269-6363
FAX: (206) 269-6350
(Name, address, telephone and facsimile numbers of agent for service)
COPY TO:
CHRISTOPHER J. VOSS, ESQ.
STOEL RIVES LLP
3600 ONE UNION SQUARE
SEATTLE, WASHINGTON 98101
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to Be Offering Price Per Aggregate Offering Amount of
to Be Registered Registered (1) Share Price (2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock $0.1 860,000 Shares $11.4375(2) $5,659,173.38(2) $1,494
par value
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(1) The shares covered by this Registration Statement represent the shares
of Common Stock which have become available for issuance under The
Cobalt Group, Inc. 1995 Stock Option Plan, as amended (the "Plan") as a
result of an amendment to the Plan to increase the number of shares
reserved for issuance thereunder by 860,000.
(2) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(c) and Rule
457(h) under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by The Cobalt Group, Inc. ("Cobalt") with
the Securities and Exchange Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31,
1999;
(b) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2000;
(c) Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2000;
(d) Definitive proxy statement relating to the 2000 Annual
Meeting of Shareholders;
(e) All other reports filed pursuant to sections 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, since the end of
the fiscal year covered by the document referred to in (a) above; and
(f) The description of Cobalt's common stock contained in the
Registration Statement on Form 8-A (Registration No. 000-26623), as
filed on July 8, 1999, under section 12 of the Securities Exchange Act
of 1934, as amended.
All reports and other documents subsequently filed by Cobalt pursuant
to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities 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.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Cobalt's articles of incorporation limit the liability of our directors
to the maximum extent permitted by Washington law. Washington law provides that
the articles of incorporation may contain
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provisions that eliminate or limit the personal liability of a director to the
corporation or its shareholders provided that such provisions do not eliminate
or limit the liability of a director for:
- acts or omissions involving intentional misconduct or a knowing
violation of law;
- unlawful payments or distributions; or
- any transaction from which the director will personally receive
an improper benefit in money, property, or services.
Cobalt's articles of incorporation contain such provisions. Cobalt's
bylaws also provide that Cobalt shall indemnify its directors and officers and
may indemnify its employees and other agents to the fullest extent permitted by
law. Cobalt's bylaws also permit Cobalt to secure insurance on behalf of any
officer, director, employee or other agent for any liability arising out of his
or her actions in such capacity, regardless of whether the bylaws would permit
indemnification.
Cobalt maintains directors' and officers' insurance providing
indemnification of directors, officers, affiliates and employees for certain
liabilities. Cobalt also intends to enter into agreements to indemnify directors
and executive officers, in addition to the indemnification provided for in
Cobalt's articles of incorporation and bylaws. These agreements, among other
things, will indemnify directors and executive officers for attorneys' fees and
other expenses, judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
Cobalt, arising out of such person's services as a director or executive officer
of Cobalt, any subsidiary of Cobalt or any other company or enterprise to which
the person provides services at the request of Cobalt. Cobalt believes that
these provisions and agreements are necessary to attract and retain qualified
directors and executive officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
Cobalt pursuant to the foregoing provisions, Cobalt has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
4.1 Form of specimen stock certificate (1)
5.1 Legal Opinion
10.1 The Cobalt Group, Inc. 1995 Stock Option Plan, as amended
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23.1 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included in the signature pages of this
registration statement)
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(1) Incorporated by reference to the Company's Registration Statement on Form
S-1, as amended (Registration No. 333-79483).
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 the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of the
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 volume and price represent no more than
a 20% 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 the
registration statement or any material change to such information
in the 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
the 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.
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(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
the 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.
(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 foregoing provisions,
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Cobalt
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 Seattle, State of Washington, on September 11, 2000.
THE COBALT GROUP, INC.
By /s/ Lee J. Brunz
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Lee J. Brunz
Vice President, General Counsel
and Secretary
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KNOW ALL BY THESE PRESENTS, that the undersigned does hereby constitute
and appoint JOHN W.P. HOLT, DAVID S. SNYDER and LEE J. BRUNZ and any of them,
his true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of The Cobalt Group, Inc. or as an
officer or director of said Company, or otherwise) any and all instruments that
said attorney and agent may deem necessary or advisable to enable The Cobalt
Group, Inc. to comply with the Securities Act of 1933 and any requirements of
the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of 1933 of 860,000 shares of common
stock of The Cobalt Group, Inc. issuable pursuant to The Cobalt Group, Inc. 1995
Stock Option Plan, as amended, including specifically, but without limitation
thereto, power and authority to sign his name (whether on behalf of The Cobalt
Group, Inc. or as an officer or director of said Company, or otherwise) to a
Registration Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect to
such common stock or any exhibits filed therewith; and to file the same with the
Securities and Exchange Commission; and the undersigned does hereby ratify and
confirm all that said attorney and agent shall 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 indicated on this 31st day of August, 2000.
Signature Title
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/s/ John W. P. Holt Chief Executive Officer, President and
-------------------------- Director (principal executive officer)
John W. P. Holt
/s/ David S. Snyder Executive Vice President and
-------------------------- Chief Financial Officer (principal
David S. Snyder financial and accounting officer)
/s/ Howard A. Tullman Chairman of the Board of Directors
--------------------------
Howard A. Tullman
/s/ Geoffrey T. Barker Director
--------------------------
Geoffrey T. Barker
Director
--------------------------
Mark T. Koulogeorge
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Director
--------------------------
Joseph P. Landy
/s/Ernest H. Pomerantz Director
--------------------------
Ernest H. Pomerantz
/s/ J.D. Power, III Director
--------------------------
J.D. Power, III
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