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As filed with the Securities and Exchange Commission on November 1, 2000
Registration No. 333-_____
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UNITED STATES
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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UPROAR INC.
(Exact name of registrant as specified in its charter)
DELAWARE 7375 52-2192125
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or organization) Classification Code Number) Identification No.)
240 WEST 35TH STREET
NEW YORK, NEW YORK 10001
(Address of principal executive offices) (Zip Code)
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UPROAR INC.
UPROAR INC. 2000 STOCK INCENTIVE PLAN
IWIN.COM, INC. 1999 STOCK PLAN
IWIN.COM, INC. 1999 SECONDARY STOCK PLAN
TAKE AIM HOLDINGS LTD. 1999-2000 STOCK INCENTIVE PLAN
(Full title of the Plans)
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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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Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Offering Registration
Registered Registered (1) per Share (2) Price (2) Fee
---------- ---------- --------- ----- ---
Iwin.com, Inc. 1999 Stock Plan
- ------------------------------
Options to purchase Common Stock 821,376 N/A N/A N/A
Common Stock (par value $.001) 821,376 $2.4375 $2,002,104.00 $528.56
Iwin.com, Inc. 1999 Secondary Stock Plan
- ----------------------------------------
Options to purchase Common Stock 519,310 N/A N/A N/A
Common Stock (par value $.001) 519,310 $2.4375 $1,265,818.13 $334.18
Take Aim Holdings, Ltd. 1999-2000 Stock Incentive Plan
- ------------------------------------------------------
Options to purchase Common Stock 28,941 N/A N/A N/A
Common Stock (par value $0.001) 28,941 $2.4375 $70,543.69 $18.63
Uproar Inc. 2000 Stock Incentive Plan
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Options to purchase Common Stock 2,250,000 N/A N/A N/A
Common Stock (par value $0.001) 2,250,000 $2.4375 $5,484,375.00 $1,447.88
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the iwin.com, Inc. 1999 Stock
Plan, the iwin.com, Inc. 1999 Secondary Stock Plan, Take Aim Holdings
Ltd. 1999-2000 Stock
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Incentive Plan and the Uproar Inc. 2000 Stock Incentive Plan by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the outstanding shares of Common Stock of
Uproar Inc.
(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 price per share of Common Stock of Uproar Inc. on October
25, 2000.
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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 "SEC"):
(a) The Registrant's prospectus filed with the SEC pursuant to
Rule 424(b) of the Securities Act of 1933, as amended (the
"1933 Act"), in connection with the Registration Statement
No. 333-93315 on Form S-1 filed with the SEC on December
21, 1999, together with any and all amendments thereto, in
which there is set forth audited financial statements for
the Company's fiscal year ended December 31, 1999;
(b) The Registrant's Quarterly Report on Form 10-Q filed with
the SEC for the fiscal quarter ended March 31, 2000, filed
with the SEC on May 12, 2000;
(c) The Registrant's Current Report on Form 8-K, filed with the
SEC on August 21, 2000;
(d) The Registrant's Quarterly Report on Form 10-Q filed with
the SEC for the fiscal quarter ended June 30, 2000, filed
with the SEC on August 8, 2000;
(e) The Registrant's Current Report on Form 8-K, filed with the
SEC on October 13, 2000; and
(f) The Registrant's Registration Statement No. 000-29971 on
Form 8-A12G filed with the SEC on March 16, 2000, pursuant
to Section 12 of the Securities Exchange Act of 1934 (the
"1934 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 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 deregisters 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.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
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
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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.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
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4 Instrument Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-29971
on Form 8-A12G, which is incorporated herein by reference
pursuant to Item 3(d) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of KPMG Hungaria Kft, Independent Accountants.
23.2 Consent of Somekh Chaikin, Certified Public Accountants
(Israel).
23.3 Consent of Arthur Andersen, Independent Auditors.
23.4 Consent of KPMG LLP, Independent Accountants.
23.5 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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 paragraphs is contained in periodic reports
filed with or furnished to the SEC by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in 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 iwin.com, Inc. 1999 Stock Plan, the iwin.com,
Inc. 1999 Secondary Stock Plan, the Take Aim Holdings Ltd. 1999-2000 Stock
Incentive Plan and the Uproar Inc. 2000 Stock Incentive 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 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.
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 SEC, 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
1st day of November, 2000.
UPROAR INC.
By: /s/ Kenneth D. Cron
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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 and
Joel E. Wilhite, and either 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 either 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
all that said attorneys and agents, or either 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
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/s/ Kenneth D. Cron Chairman of the Board of Directors and November 1, 2000
- ----------------------------------------------- Chief Executive Officer
Kenneth D. Cron (Principal Executive Officer)
/s/ Joel E. Wilhite Chief Financial Officer November 1, 2000
- ----------------------------------------------- (Principal Financial and Accounting Officer)
Joel E. Wilhite
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Signature Title Date
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/s/ Michael K. Simon Director November 1, 2000
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Michael K. Simon
/s/ Christopher R. Hassett Director November 1, 2000
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Christopher R. Hassett
/s/ Thomas E. Dooley Director November 1, 2000
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Thomas E. Dooley
Director November 1, 2000
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James J. Geddes
/s/ Catherine V. Mackay Director November 1, 2000
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Catherine V. Mackay
Director November 1, 2000
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Richard Janssen
/s/ Frederick Krueger Director November 1, 2000
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Frederick Krueger
/s/ Gary W. Loveman Director November 1, 2000
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Gary W. Loveman
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EXHIBIT INDEX
Exhibit Number Exhibit
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4 Instrument Defining Rights of Stockholders. Reference is
made to Uproar Inc.'s Registration Statement No. 0-28139 on
Form 8-A, which is incorporated herein by reference under
Item 3(b) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian LLP.
23.1 Consent of KPMG Hungaria Kft, Independent Accountants.
23.2 Consent of Somekh Chaikin, Certified Public Accountants (Israel).
23.3 Consent of Arthur Andersen, Independent Auditors.
23.4 Consent of KPMG LLP, Independent Accountants.
23.5 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.