Registration Statement No. 333-
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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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VIRTUAL COMMUNITIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
589 Eighth Avenue
New York, New York 10018
DELAWARE (ADDRESS OF PRINCIPAL 95-4491750
(STATE OR OTHER EXECUTIVE OFFICES) (I.R.S. EMPLOYER
JURISDICTION IDENTIFICATION NO.)
OF INCORPORATION
OR ORGANIZATION)
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1997 Stock Option Plan of Virtual Communities, Inc.
1998 Stock Option Plan of Virtual Communities, Inc.
1999 Stock Option Plan of Virtual Communities, Inc.
1999 Stock Incentive Plan of Virtual Communities, Inc.
(FULL TITLE OF THE PLAN)
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AVI MOSKOWITZ, President, Chairman and Chief Financial Officer
589 Eighth Avenue
New York, New York 10018
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENTS FOR SERVICE:
212-931-8600
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APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
PURSUANT TO THE PLAN:
From time to time after effective
date of Registration Statement
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE (1) FEE (2)
Common Stock 4,589,750 $4.00 $18,359,000 $4,846.78
$.01 par value
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee.
This estimate has been calculated in accordance with Rule 457 under the
Securities Act of 1933 and is based on the average of the bid and asked price
per share as reported on the National Association of Security Dealers - Nasdaq
SmallCap Market on April 24, 2000.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is intended to register 4,589,750
shares of Virtual Communities, Inc.'s common stock, issuable to eligible
employees, officers, directors, advisors and consultants of the registrant under
the Virtual Communities, Inc. 1997 Stock Option Plan (the "VCI 1997 Plan"), the
Virtual Communities, Inc. 1998 Stock Option Plan (the "VCI 1998 Plan"), the
Virtual Communities, Inc. 1999 Stock Option Plan (the "VCI 1999 Plan" and
collectively with the VCI 1997 Plan and the VCI 1998 Plan, the "VCI Stock Option
Plans"), and the 1999 Stock Incentive Plan of Virtual Communities, Inc. (the
"1999 Post-Merger Plan"). The VCI Stock Option Plans were authorized and
approved by the shareholders of Virtual Communities, Inc. prior to its merger
into Heuristic Development Group that subsequently changed its name to Virtual
Communities, Inc. The 1999 Post-Merger Plan was authorized and approved by the
shareholders of Heuristic Development Group, which subsequently changed its name
to Virtual Communities, Inc.
As authorized under the provisions of the 1999 Post-Merger Plan, the Board
of Directors of Virtual Communities, Inc. (hereinafter, "VCI") amended the Post-
Merger Plan. Such amendments (i) increased the number of shares of Virtual
Communities, Inc. common stock reserved for issuance under such plan from
1,000,000 shares to 2,000,000 shares, and (ii) increased the maximum annual
percentage of shares available for replenishment of the Post-Merger Plan from 2%
to 5% of the outstanding number of shares of common stock of Virtual
Communities, Inc. Such amendments remain subject to stockholder ratification.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The documents listed below, previously filed with the Securities and
Exchange Commission, are incorporated by reference in this Registration
Statement:
(a) Virtual Communities, Inc.'s Annual Report on Form 10-KSB, for the
year ended December 31, 1999.
All documents subsequently filed by Virtual Communities, Inc. and/or all
plans of VCI pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Virtual Communities, Inc. Common Stock
Holders of Virtual Communities, Inc. Common Stock are entitled to receive
dividends that may be declared by the Board of Directors of Virtual Communities,
Inc. from surplus or net earnings. Holders of Virtual Communities, Inc. Common
Stock have the right to vote on all questions to the exclusion of all other
stockholders, except as otherwise expressly provided by law.
On liquidation, dissolution, or winding up of Virtual Communities, Inc.,
whether voluntary or involuntary, holders of Virtual Communities, Inc. Common
Stock have the right to share ratably the remaining assets available for
distribution. Holders of Virtual Communities, Inc. Common Stock do not have any
preemptive rights.
Item 5. Interests of Named Experts and Counsel
The validity of the issue of Virtual Communities, Inc. Common Stock offered
hereby has been passed on by Wuersch & Gering LLP, Securities Counsel to Virtual
Communities, Inc.
Item 6. Indemnification of Directors and Officers
Under provisions of the Bylaws of Virtual Communities, Inc., each person who
is or was a director or officer of Virtual Communities, Inc. shall be
indemnified by Virtual Communities, Inc. to the full extent permitted or
authorized by the General Corporation Law of Delaware against any liability,
cost or expense asserted against such director or officer and incurred by such
director or officer in any such person's capacity as director or officer, or
arising out of any such person's status as a director or officer. Virtual
Communities, Inc. has purchased liability insurance policies covering its
directors and officers to provide protection where Virtual Communities, Inc.
cannot indemnify a director or officer.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Description
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4(a) Virtual Communities, Inc.'s Restated Certificate of Incorporation,
effective October 29, 1999, defining the rights of the holders of Virtual
Communities, Inc. Common Stock, incorporated by reference to Virtual
Communities, Inc.'s Current Report on Form 8-K filed on April 6, 2000.
4(b) 1997 Stock Option Plan of Virtual Communities, Inc.
1998 Stock Option Plan of Virtual Communities, Inc.
1999 Stock Option Plan of Virtual Communities, Inc.
1999 Stock Incentive Plan of Virtual Communities, Inc.
5 Opinion of Counsel
23(a) Consent of Independent Accountants
23(b) Consent of Wuersch & Gering LLP included in the opinion filed as
Exhibit 5 to 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
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 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 percent 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
registration statement is on Form S-3 or Form S-8 and 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.
(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.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of this chapter at the
start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided, that the
registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of
those financial statmeents. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19 of
this chaper if such financial statements and information are contained
in periodic reports filed with or furnished to the Commission 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 Form F-
3.
(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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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.
(h) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Wilmington, State of Delaware, on April 10, 2000.
VIRTUAL COMMUNITIES, INC.
By /s/ Avi Moskowitz
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Avi Moskowitz,
President, Chairman & Chief Financial
Officer - Virtual Communities, Inc.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Avi Moskowitz, President, Chairman and
- ----------------- Chief Financial Officer
Avi Moskowitz
/s/ Robert J. Levenson, Director
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Robert J. Levenson
/s/ Fred S. Lafer, Director
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Fred S. Lafer
/s/ Jonathan W. Seybold, Director
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Jonathan W. Seybold
/s/ Allan Dalfen , Director
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Allan Dalfen
/s/ Peter A. Jacobs, Director
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Peter A. Jacobs
____________________, Director
David Morris
INDEX TO EXHIBITS
Exhibit
Number Description
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4(a) Virtual Communities, Inc.'s Restated Certificate of Incorporation,
effective May 29, 1997, defining the rights of the holders of Virtual
Communities, Inc. Common Stock, incorporated by reference to Virtual
Communities, Inc.'s Current Report on Form 8-K filed on April 6, 2000.
4(b) 1997 Stock Option Plan of Virtual Communities, Inc.
1998 Stock Option Plan of Virtual Communities, Inc.
1999 Stock Option Plan of Virtual Communities, Inc.
1999 Stock Incentive Plan of Virtual Communities, Inc.
5 Opinion of Counsel
23(a) Consent of Independent Accountants
23(b) Consent of Wuersch & Gering LLP included in the opinion filed as
Exhibit 5 to this Registration Statement