As filed with the Securities and Exchange Commission on March 26, 1999
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)
Delaware 22-325334
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
33 Maiden Lane, 5th Floor
New York, New York 10038
(Address of Principal Executive Offices) (Zip Code)
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1999 STOCK OPTION PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
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Isaak Karaev
President and Chief Executive Officer
Multex.com, Inc.
33 Maiden Lane, 5th Floor
New York, New York 10038
(Name and Address of Agent for Service)
(212) 859-9800
(Telephone Number, Including Area Code, of Agent for Service)
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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 Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
- ----------------------------------------------- ------------------- ------------ --------------- ------------
Multex.com, Inc.
1999 Stock Option Plan
Common Stock, $0.01 par value 3,411,375 shares $28.5625 $ 97,437,398 $27,088
Multex.com, Inc.
1999 Employee Stock Purchase Plan
Common Stock, $0.01 par value 750,000 shares $28.5625 $ 21,421,875 $ 5,956
(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 and the 1999 Employee Stock Purchase 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 prices per share of the Registrant's Common Stock on March
24, 1999, as reported on the Nasdaq National Market.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
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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 Registration Statement No. 333-70693 on Form S-1
filed with the Commission on January 15, 1999, together with the
amendments thereto on Form S-1/A filed with the Commission on February
22, 1999, March 9, 1999, March 15, 1999 and March 16, 1999;
(b) 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. 333-70693, in which there is set forth the audited
financial statements for the Registrant's fiscal year ended December
31, 1998.
(c) The Registrant's Registration Statement No. 000-24559 on Form 8-A
filed with the Commission on March 2, 1999, 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.
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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 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 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. The Registrant has obtained liability
insurance for its officers and directors.
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.
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
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Not Applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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4.1 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-24559 on Form
8-A, together with the exhibits thereto, which are incorporated
herein by reference pursuant to Item 3(c).
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1.
24.1 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 Form of Notice of Grant of Stock Option.
99.3 Form of Stock Option Agreement.
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99.4 Form of Addendum to Stock Option Agreement (Limited Stock
Appreciation Right).
99.5 Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Corporation Transaction/Change in Control).
99.6 Form of Stock Issuance Agreement.
99.7 Form of Addendum to Stock Issuance Agreement (Involuntary
Termination Following Corporation Transaction/Change in Control).
99.8 Form of Notice of Grant of Automatic Stock Option (Initial).
99.9 Form of Notice of Grant of Automatic Stock Option (Annual).
99.10 Form of Automatic Stock Option Agreement.
99.11 Multex.com, Inc. 1999 Employee Stock Purchase Plan.
99.12 Form of Stock Purchase Agreement.
99.13 Form of Enrollment/Change Form.
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 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 1999
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
26th day of March, 1999.
Multex.com, Inc.
By: /s/ Isaak Karaev
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Isaak Karaev
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and/or officers of Multex.com, Inc. (the
"Company"), hereby severally constitute and appoint Isaak Karaev, President and
Chief Executive Officer and Philip Callaghan, Chief Financial Officer, and each
of them individually, 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.
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 March 26th, 1999:
Signature Title(s)
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/s/ Isaak Karaev
_________________________________________ President and Chief Executive
Isaak Karaev Officer (Principal Executive
Officer) and Chairman of the
Board of Directors
/s/ Philip Callaghan
_________________________________________ Chief Financial Officer (Principal
Philip Callaghan Financial Officer)
/s/ Philip Scheps
_________________________________________ Vice President, Finance and
Philip Scheps Controller (Principal
Accounting Officer)
/s/ I. Robert Greene
_________________________________________ Director
I. Robert Greene
_________________________________________ Director
Peter G. LaBonte
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_________________________________________ Director
Lennert J. Leader
/s/ Milton J. Pappas
_________________________________________ Director
Milton J. Pappas
/s/ Herbert L. Skeete
_________________________________________ Director
Herbert L. Skeete
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