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As filed with the Securities and Exchange Commission on June 1, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
i3 MOBILE, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
51-0335359
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(I.R.S. Employer Identification No.)
181 HARBOR DRIVE, THIRD FLOOR, STAMFORD, CT 06902
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(Address of Principal Executive Offices, including zip code)
I3 MOBILE, INC. AMENDED 2000 STOCK INCENTIVE PLAN (THE "PLAN")
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(Full Title of the Plan)
John A. Lack COPY TO:
President and Chief Executive Officer Michael Hirschberg, Esq.
i3 Mobile, Inc. Piper Marbury Rudnick & Wolfe LLP
181 Harbor Drive, Third Floor 1251 Avenue of the Americas
Stamford, CT 06902 New York, NY 10020
(203) 428-3000 (212) 835-6000
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(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED(1)(2) SHARE(3) PRICE(3) FEE(3)
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Common Stock, 1,615,645 $4.05 $6,545,267 $1,636
$0.01 par value
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(1) An aggregate of 2,865,645 shares of Common Stock may be offered or
issued pursuant to the Plan, 1,250,000 of which were previously
registered on Form S-8 (File No. 333-35624) and 1,615,645 of which are
registered on this Form S-8.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement also
covers an indeterminate number of shares of Common Stock that may be
offered or issued by reason of stock splits, stock dividends or similar
transactions.
(3) Estimated pursuant to Rules 457(c) and (h) under the Securities Act.
The proposed maximum offering price per share, proposed maximum
aggregate offering price and the amount of the registration fee are
based on (a) the average of the high and low sale prices of the Common
Stock as reported on the Nasdaq National Market on May 25, 2001 (which
range from $2.35 to $2.79 per share) for 388,435 shares not yet
subject to options and (b) the actual exercise price for 1,227,210
shares subjec to options (which range from $0.75 to $8.00). Pursuant to
General Instruction E of Form S-8, the registration fee is calculated
with respect to the additional securities registered on this Form S-8
only.
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INCORPORATION BY REFERENCE
In accordance with General Instruction E to Form S-8, the contents of
the Registration Statement filed by i3 Mobile, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") (File No. 333-35624), with
respect to securities offered pursuant to the Company's 1995 Stock Incentive
Plan and 2000 Stock Incentive Plan, is hereby incorporated by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities 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 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 other subsequently filed document which also is or 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.
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Certificate of Amendment to Restated Certificate of Incorporation of
the 4.1 Company as of May 23, 2001*
4.2 Restated Certificate of Incorporation of the Company, as amended as of
November 19, 2000 (A)
4.3 Amended and Restated Bylaws of the Company as amended as of November
19, 2000 (B)
4.4 i3 Mobile, Inc. Amended 2000 Stock Incentive Plan (C)
5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP as to the legality of the
securities being registered*
23.1 Consent of PricewaterhouseCoopers LLP*
23.2 Consent of Piper Marbury Rudnick & Wolfe LLP (included in Exhibit 5.1
hereto)*
24.1 Power of Attorney (included on signature pages of this Registration
Statement)*
(A) Incorporated by reference to Exhibits 3.1 through 3.6 to the Company's
Registration Statement on Form S-1, No. 333-94191, declared effective
by the Securities and Exchange Commission on April 6, 2000.
(B) Incorporated by reference to Exhibit 3.7 to the Company's Annual Report
on Form 10-K, filed March 29, 2001.
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(C) Incorporated by reference to Appendix C of the Company's Definitive
Proxy Statement on Form 14A, filed April 18, 2001.
*Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Stamford, State of Connecticut, on this 23rd day of
May, 2001.
i3 MOBILE, INC.
By: /S/ JOHN A. LACK
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John A. Lack
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John
A. Lack his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, or any of them, 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 below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
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/S/ JOHN A. LACK President, Chief Executive Officer May 23, 2001
- ------------------------- and Director
John A. Lack
/S/ MICHAEL P. NEUSCHELER Vice President and Chief Financial May 23, 2001
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Michael P. Neuscheler
/S/ STEPHEN G. MALONEY Chairman of the Board, Chief May 23, 2001
- ------------------------- Strategist and Director
Stephen G. Maloney
/S/ ROBERT M. UNNOLD Vice Chairman of the Board and May 23, 2001
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Robert M. Unnold
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/S/ W. PETER DANIELS Director May 23, 2001
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W. Peter Daniels
/S/ MATTHEW J. STOVER Director May 23, 2001
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Matthew J. Stover
/S/ JAMES A. JOHNSON Director May 23, 2001
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James A. Johnson
/S/ J. WILLIAM GRIMES Director May 23, 2001
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J. William Grimes
/S/ DONALD OHLMEYER Director May 23, 2001
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Donald Ohlmeyer