As filed with the Securities and Exchange Commission on July 13, 2000
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
UPROAR INC.
(Exact name of registrant as specified in its charter)
Delaware 133919458
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
240 West 35th Street
New York, New York 10001
(Address of principal executive offices) (Zip Code)
UPROAR INC. 2000 STOCK INCENTIVE PLAN
OPTIONS GRANTED TO CERTAIN INDIVIDUALS PURSUANT TO WRITTEN COMPENSATION
AGREEMENTS PRIZEPOINT ENTERTAINMENT CORPORATION 1998 STOCK OPTION PLAN
(Full title of the Plan(s))
------------------------------
Kenneth D. Cron
Chairman of the Board and Chief Executive Officer
Uproar Inc.
240 West 35th Street
New York, New York 10001
(Name and address of agent for service)
(212) 714-9500
(Telephone Number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Registered(1) Offering Price per Share Aggregate Offering Price Registration Fee
- ------------------------------------ ------------- ------------------------ ------------------------ ----------------
Uproar Inc. 2000 Stock
Incentive Plan
Common Stock, $0.001 par value 6,750,000 shares $5.31 (2) $35,842,500(2) $9,462.42
Options Granted to Certain
Individuals Pursuant to Written
Compensation Agreements (3)
Common Stock, $0.001 par value 642,880 shares $2.21 (4) $1,420,764.80(4) $375.08
PrizePoint Entertainment Corporation
1998 Stock Option Plan
Common Stock, $ 0.001 par value 107,960 shares $.07 (4) $7,557.20(4) $2.00
----------------------------------------------------------------------------------------------
7,500,840 shares Aggregate Registration Fee $9,839.50
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(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Uproar Inc. 2000 Stock Incentive Plan,
the options granted to certain individuals (see footnote 3) and the
Prizepoint Entertainment Corporation 1998 Stock Option Plan, by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration which
results in an increase in the number of the outstanding shares of
Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling price per share of the Registrant's Common Stock on July 7,
2000, as reported by the Nasdaq National Market.
(3) The following individuals were granted options pursuant to a compensation
agreement outside of the Uproar Inc. 2000 Stock Incentive Plan: Thompson
Barnhardt (29,000), David Becker (240,000), Vincent Bonney (4,000), Szilvia
Csorba (4,000), Paul DeBraccio (52,080), Andrea DiCastro (3,000), Stephen
Duzs (50,000), Esther Dyson (32,000), Sean Ellis (20,000), Timothy Ewing
(50,000), Ivan Farkas (1,600), Timothy Guest (2,000), Thomas Hardart
(20,000), Greg Horowitz (1,400), Gabor Kertai (4,000), Christina Koukkos
(2,000), Tamas Kovacs (2,000), Wai Lee (2,080), Gabor Legrady (2,000), David
Lumerman (2,000), Neil Marchant (4,400), Suzanne McNamee (4,000), Agnes Mezo
(1,000), Stephen Sabo (2,000), Michael Simon (82,000), Franciska Sitkey
(1,600), Tamas Temesi (4,000), Gabor Tokaji (2,000), Ferenczi Vantulekne
(800), Joel Wilhite (12,000), Brian Willis (4,000) and Brian Willis (4,000).
(4) Calculated solely for the purposes of this offering under Rule 457 (h) of
the Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the outstanding options.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
---------------------------------------
Uproar Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's prospectus filed with the Commission pursuant to Rule
424(b) promulgated under the Securities Act of 1933, as amended (the
"1933 Act"), in connection with the Registrant's Registration Statement
No. 333-93315 on Form S-1, in which there is set forth the audited
financial statements for the Registrant's fiscal year ended December
31, 1999;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarter
ended March 31, 2000, filed with the Commission on May 12, 2000;
(c) The Registrant's Registration Statement No. 000-29971 on Form 8-A12G
filed with the Commission on March 16, 2000, pursuant to Section 12(b)
of the Securities Exchange Act of 1934 (the "Exchange Act"), in which
there is described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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Not applicable.
Item 6. Indemnification of Directors and Officers
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The Registrant's certificate of incorporation provides that, except to
the extent prohibited by the Delaware General Corporation Law, or DGCL, the
directors shall not be personally liable to the Registrant's stockholders for
monetary damages for any breach of fiduciary duty as directors of the
Registrant. Under the DGCL, the directors have a fiduciary duty to the
Registrant which is not eliminated by this provision of the certificate and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available. In addition, each director will
continue to be subject to liability under the DGCL for breach of the director's
duty of loyalty to the Registrant, for acts or omissions which are found by a
court of competent jurisdiction to be not in good faith or which involves
intentional misconduct, or knowing violations of law, for actions leading to
improper personal benefit to the director, and for payment of dividends or
approval of stock repurchases or redemptions that are prohibited by DGCL. This
provision also does not affect the directors' responsibilities under any other
laws, such as the Federal securities laws or state or Federal environmental
laws.
II-1
Section 145 of the DGCL empowers a corporation to indemnify its
directors and officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers, provided that
this provision shall not eliminate or limit the liability of a director:
(1) for any breach of the director's duty of loyalty to the corporation
or its stockholders;
(2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(3) arising under Section 174 of the DGCL; or
(4) for any transaction from which the director derived an improper
personal benefit.
The DGCL provides further that the indemnification permitted thereunder
shall not be deemed exclusive of any other rights to which the directors and
officers may be entitled under the corporation's bylaws, any agreement, a vote
of stockholders or otherwise. The Certificate eliminates the personal liability
of directors to the fullest extent permitted by Section 102(b)(7) of the DGCL
and provides that the Registrant shall fully indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was a director or
officer of the Registrant, or is or was serving at the request of the Registrant
as a director or officer of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding.
The Registrant's bylaws permit them to secure insurance on behalf of
any officer, director, employee or other agent for any liability arising out of
his or her actions, regardless of whether the DGCL would permit indemnification.
The Registrant has obtained liability insurance for their officers and
directors.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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4 Instruments Defining the Rights of Stockholders. Reference is made to Registrant's
Registration Statement No. 000-29971 on Form 8-A12G, together with any exhibits thereto, which
are incorporated herein by reference pursuant to Item 3(c) to this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1(a) Consent of KPMG LLP, Independent Accountants.
23.1(b) Consent of KPMG Hungary KFT, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 Uproar Inc. 2000 Stock Incentive Plan.
99.2 Form of Notice of Grant for Options Granted to Certain Individuals.
99.3 Form of Share Option Agreement for Options Granted to Certain Individuals.
99.4 Form of Written Compensation Agreement.
99.5 PrizePoint Entertainment Corporation 1998 Stock Option Plan.
99.6 Form of Stock Option Agreement for PrizePoint Entertainment Corporation.
99.7 Form of Option Assumption Agreement.
II-2
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 1933 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 and (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 clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Registrant's 2000
Stock Incentive Plan, at the termination of the options granted to the
specified individuals, or at the termination of the PrizePoint Entertainment
Corporation 1998 Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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.
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 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, as
amended, 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 this
thirteenth day of July, 2000.
Uproar Inc.
By: /s/ Kenneth D. Cron
-------------------------------------
Kenneth D. Cron
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Uproar Inc., a
Delaware corporation, do hereby constitute and appoint Kenneth D. Cron, Chairman
of the Board and Chief Executive Officer and Christopher R. Hassett, President
and Chief Operating Officer, 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 of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission 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 of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- ------------------------------------ ------------------------------------------------ -------------
/s/ Kenneth D. Cron Chairman of the Board of Directors and Chief July 13, 2000
- ------------------------------------ Executive Officer (Principal Executive Officer)
Kenneth D. Cron
/s/ Joel E. Wilhite Chief Financial Officer (Principal Financial July 13, 2000
- ------------------------------------ and Accounting Officer)
Joel E. Wilhite
II-4
Signature Title Date
- ------------------------------------ ------------------------------------------------ -------------
/s/ Christopher R. Hassett President, Chief Operating Officer and Director July 13, 2000
- ------------------------------------
Christopher R. Hassett
/s/ Michael K. Simon Executive Vice President and Director July 13, 2000
- ------------------------------------
Michael K. Simon
/s/ Thompson B. Barnhardt Director July 11, 2000
- ------------------------------------
Thompson B. Barnhardt
Director
- ------------------------------------
Thomas E. Dooley
Director
- ------------------------------------
Esther Dyson
Director
- ------------------------------------
James J. Geddes
/s/ Catherine V. Mackay Director July 13, 2000
- ------------------------------------
Catherine V. Mackay
II-5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
UPROAR INC.
EXHIBIT INDEX
Exhibit Number Exhibit
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4 Instruments Defining the Rights of Stockholders. Reference is made to Registrant's
Registration Statement No. 000-29971 on Form 8-A12G, together with any exhibits thereto, which
are incorporated herein by reference pursuant to Item 3(c) to this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1(a) Consent of KPMG LLP, Independent Accountants.
23.1(b) Consent of KPMG Hungary KFT, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 Uproar Inc. 2000 Stock Incentive Plan.
99.2 Form of Notice of Grant for Options Granted to Certain Individuals.
99.3 Form of Share Option Agreement for Options Granted to Certain Individuals.
99.4 Form of Written Compensation Agreement.
99.5 PrizePoint Entertainment Corporation 1998 Stock Option Plan.
99.6 Form of Stock Option Agreement for PrizePoint Entertainment Corporation.
99.7 Form of Stock Option Assumption Agreement.