As filed with the Securities and Exchange Commission on September 18, 2000
Registration 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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MULTEX.COM, INC.
(Exact name of registrant as specified in its charter)
Delware 22-3253344
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
100 William Street, 7th Floor
New York, New York 10038
(Address of principal executive offices) (Zip Code)
MULTEX.COM, INC. 1999 STOCK OPTION PLAN
BUZZCOMPANY.COM INC. 1999 STOCK OPTION PLAN
SPECIAL OPTION GRANTS TO MESSRS. GORELOV, FEENEY,
A. COHN, S. COHN, LISTMAN, CARMACK AND FARGIS (PURSUANT TO WRITTEN COMPENSATION
AGREEMENTS)
(Full title of the Plan(s))
---------------
Isaak Karaev
Chief Executive Officer
Multex.com, Inc.
100 William Street, 7th Floor
New York, New York 10038
(Name and address of agent for service)
(212) 607-2500
(Telephone Number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
====================================================================================================================================
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
- ------------------------------------ ------------ ------------------------ ------------------------ ----------------
Multex.com, Inc. 1999 Stock Option 4,250,000 shares $22.87 (2) $ 97,218,750.00 (2) $ 25,665.75
Plan
- ----
Common Stock, $0.01 par value
BuzzCompany.com Inc. 1999 Stock 159,317 shares $16.77 (3) $ 2,671,746.09 (3) $ 705.34
- -------------------------------
Option Plan (as assumed by
- -------------------------
Registrant)
- -----------
Common Stock, $0.01 par value
Special Option Grants Pursuant to
- ---------------------------------
Written Compensation Agreements
- -------------------------------
Common Stock, $0.01 par value
Zor Gorelov 300,000 shares $17.50 (4) $ 5,250,000.00 (4) $ 1,386.00
Christopher Feeney 250,000 shares $17.50 (4) $ 4,375,000.00 (4) $ 1,155.00
Alan J. Cohn 200,000 shares $17.50 (4) $ 3,500,000.00 (4) $ 924.00
Stephen L. Cohn 200,000 shares $17.50 (4) $ 3,500,000.00 (4) $ 924.00
David Listman 75,000 shares $17.50 (4) $ 1,312,500.00 (4) $ 346.50
Curtis Carmack 100,000 shares $17.50 (4) $ 1,750,000.00 (4) $ 462.00
Edward Fargis 75,000 shares $17.50 (4) $ 1,312,500.00 (4) $ 346.50
------------------- -------------------
5,609,317 shares Aggregate Registration Fee $31,915.09
=================== ==================
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Multex.com, Inc. 1999 Stock Option
Plan, BuzzCompany.com Inc. 1999 Stock Option Plan and the special options
granted to Zor Gorelov, Christopher Feeney, Alan J. Cohn, Stephen L. Cohn,
David Listman, Curtis Carmack and Edward Fargis 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
September 15, 2000, as reported by the Nasdaq National Market.
(3) Calculated solely for 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.
(4) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the exercise price of
each of the individual options.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
---------------------------------------
Multex.com, 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 Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, filed with the Commission on March 30,
2000 (as amended on Form 10-K/A filed with the Commission on April
12, 2000);
(b) The Registrant's Quarterly Reports on Form 10-Q, filed with the
Commission on May 15, 2000 and August 14, 2000, for the periods
ended March 31, 2000 and June 30, 2000, respectively;
(c) The Registrant's Current Reports on Form 8-K, filed with the
Commission on April 5, 2000 (as amended on Form 8-K/A filed with
the Commission on June 2, 2000) and May 24, 2000 (as amended on
Form 8-K/A filed with the Commission on July 24, 2000); and
(d) The Registrant's Registration Statement No. 000-24559 on Form 8-
A12G filed with the Commission on March 2, 1999, pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended
(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 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 Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") provides that, except to the extent prohibited
by the Delaware General Corporation Law (as amended from time to time, the
"DGCL"), the Registrant's directors shall not be personally liable to the
Registrant or its 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 of Incorporation and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of nonmonetary 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
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jurisdiction to be not in good faith or involving intentional misconduct, for
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
director's responsibilities under any other laws, such as the Federal securities
laws or state or Federal environmental laws.
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: (i)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) 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 of Incorporation 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 has obtained liability insurance for its officers and directors.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate of Incorporation. The Registrant is
not aware of any threatened litigation or proceeding that may result in a claim
for such indemnification.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
-------------- -------
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-24559 on
Form 8-A12G, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(d) to this
Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 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 Multex.com, Inc. 1999 Stock Option Plan.
99.2 BuzzCompany.com Inc. 1999 Stock Option Plan (as Assumed by
Registrant).
99.3 BuzzCompany.com Inc. Form of Stock Option Agreement.
99.4 Multex.com, Inc. Form of Written Compensation Agreement.
99.5 Multex.com, Inc. Form of Option Certificate (Pursuant to
Written Compensation Agreement).
Item 9. Undertakings
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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, as amended (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
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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 1999 Stock Option Plan, the
BuzzCompany.com Inc. 1999 Stock Option Plan (as assumed by Registrant), and
special option grants pursuant to written compensation agreements with Zor
Gorelov, Christopher Feeney, Alan J. Cohn, Stephen L. Cohn, David Listman,
Curtis Carmack and Edward Fargis.
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
14th day of September, 2000.
MULTEX.COM, INC.
By: /s/ Isaak Karaev
-------------------------------------
Isaak Karaev
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Multex.com, Inc., a
Delaware corporation, do hereby constitute and appoint Isaak Karaev, Chief
Executive Officer and Chairman of the Board of Directors, and John J. McGovern,
Chief Financial 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.
POWER OF ATTORNEY
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/ Isaak Karaev Chairman of the Board of Directors and Chief September 14, 2000
- --------------------------- Executive Officer (Principal Executive Officer) ------------
Isaak Karaev
/s/ John J. McGovern Financial Officer (Principal Financial and September 14, 2000
- --------------------------- Accounting Officer) ------------
John J. McGovern
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/s/ James M. Tousignant President and Director September 14, 2000
- ------------------------------ --------------
James M. Tousignant
Director ____________, 2000
- ------------------------------
George F. Rick Adam, Jr.
/s/ I. Robert Greene Director ____________, 2000
- ------------------------------
I. Robert Greene
Director ____________, 2000
- ------------------------------
Lennert J. Leader
Director ____________, 2000
- ------------------------------
Devin N. Wenig
/s/ Homi M. Byramji Director September 14, 2000
- ------------------------------ --------------
Homi M. Byramji
/s/ John Tugwell Director September 14, 2000
- ------------------------------ --------------
John Tugwell
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
MULTEX.COM, INC.
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-24559 on
Form 8-A12G, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(d) to
this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 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 Multex.com, Inc. 1999 Stock Option Plan.
99.2 BuzzCompany.com Inc. 1999 Stock Option Plan (as Assumed by
Registrant).
99.3 BuzzCompany.com Inc. Form of Stock Option Agreement.
99.4 Multex.com, Inc. Form of Written Compensation Agreement.
99.5 Multex.com, Inc. Form of Option Certificate (Pursuant to
Written Compensation Agreement).