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As filed with the Securities and Exchange Commission on March 27, 2000
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTERNET PICTURES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-2213841
(State of Incorporation) (I.R.S. Employer Identification No.)
1009 Commerce Park Drive
Oak Ridge, Tennessee 37830
(Address of principal executive offices)
INTERACTIVE PICTURES CORPORATION AMENDED AND
RESTATED 1997 EQUITY COMPENSATION PLAN
BAMBOO.COM, INC. AMENDED AND RESTATED 1998 EMPLOYEE,
DIRECTOR AND CONSULTANT STOCK PLAN
BAMBOO.COM, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
STOCK OPTION AGREEMENTS
(Full Title of the Plans)
JAMES M. PHILLIPS
Chairman and Chief Executive Officer
Internet Pictures Corporation
1009 Commerce Park Drive
Oak Ridge, Tennessee 37830
(423) 482-3000
(Name, address and telephone number of agent for service)
(with copies to:)
J. PORTER DURHAM, JR.
Baker, Donelson, Bearman & Caldwell
1800 Republic Centre
633 Chestnut Street
Chattanooga, Tennessee 37450
(423) 209-4198
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
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Common Stock, $.001 par value 4,105,027 shares(1) $ 32.25(2) $132,387,121(2) $ 34,950.20(1)(2)
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 1,054,729 shares(3) $ 32.25(2) $ 34,015,010(2) $ 8,979.96(2)(3)
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 562,015 shares(4) $ 32.25(2) $ 18,124,984(2) $ 4,785.00(2)(4)
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Common Stock, $.001 par value 2,766,813 shares(5) $ 15.57(6) $ 43,077,328(6) $ 11,372.41(5)(6)
===========================================================================================================================
(1) On September 17, 1999, Interactive Pictures Corporation ("IPIX")
registered 1,998,559 shares of common stock under its original 1997
Equity Compensation Plan (the "Plan") on a Form S-8 filed with the
Securities and Exchange Commission (the "Commission"), File No.
333-87309. On January 19, 2000, IPIX amended the Plan by increasing the
number of shares reserved under the Plan from 1,998,559 to 2,998,559.
Pursuant to this Registration Statement, the Registrant is registering
the total number of shares reserved under the Plan multiplied by the
Exchange Ratio, as defined herein.
(2) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimate has been calculated in accordance with
Rules 457(c) and 457(h) under the Securities Act of 1933, as amended,
and are based upon the average high and low sales prices of the
Registrant's common stock as reported on the National Market of the
Nasdaq Stock Market on March 21, 2000.
(3) On October 22, 1999, bamboo.com, Inc. ("bamboo") registered 6,612,975
shares under its Amended and Restated 1998 Employee, Director and
Consultant Stock Plan (the "Amended and Restated Plan") on a Form S-8
filed with the Commission, File No. 333-89499 (the "bamboo Form S-8").
On January 19, 2000, bamboo amended the Amended and Restated Plan by
increasing the number of shares reserved under the Amended and Restated
Plan from 8,179,394 to 9,303,423. Pursuant to this Registration
Statement, the Registrant is registering the 1,054,729 registerable
shares reserved under the Amended and Restated Plan.
(4) On October 22, 1999, bamboo registered 700,000 shares under its 1999
Employee Stock Purchase Plan (the "Stock Purchase Plan") on the bamboo
Form S-8. On January 19, 2000, bamboo amended the Stock Purchase Plan
by increasing the number of shares reserved under the Stock Purchase
Plan from 700,000 to 1,262,015. Pursuant to this Registration
Statement, the Registrant is registering the additional 562,015 shares
reserved under the Stock Purchase Plan.
(5) This figure represents the aggregate number of shares of common stock
registered hereby for purchase by certain individuals under the
Executive Employment Agreement entered into by and between the
Registrant and James M. Phillips and the Stock Option Agreements
entered into by and between the Registrant and John M. Murphy,
Christopher M. King, Michael J. Sher, Michael J. Tourville, Edmond B.
Lewis, H. Craig Grantham, Laban P. Jackson, III, Douglas E. Snyder and
Laban P. Jackson, Jr. (collectively, the "Option Agreements"). Pursuant
to this Registration Statement, the Registrant is registering the
number of shares purchaseable by these individuals under the Option
Agreements.
(6) Such amount has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933 (the "1933 Act"), as amended, and is based
upon the Option Price of the common stock stated in the Option
Agreements.
Pursuant to Rule 462 of the 1933 Act, the Registration Statement on
Form S-8 shall be effective upon filing with the Commission.
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EXPLANATORY NOTE
Internet Pictures Corporation (the "Registrant") was formed as a result
of a merger between Interactive Pictures Corporation ("IPIX") and bamboo.com,
Inc. ("bamboo"), effective as of January 19, 2000. The Registrant hereby files
this Registration Statement on Form S-8 relating to 8,488,584 shares of common
stock, $0.001 par value per share, of the Registrant, issuable pursuant to 1)
the Interactive Pictures Corporation Amended and Restated 1997 Equity
Compensation Plan (the "Plan"), 2) the bamboo.com, Inc. Amended and Restated
1998 Employee, Director and Consultant Plan (the "Amended and Restated Plan"),
3) the bamboo.com, Inc. 1999 Employee Stock Purchase Plan (the "Stock Purchase
Plan") and 4) the Executive Employment Agreement entered into by and between the
Registrant and James M. Phillips and the Stock Option Agreements entered into by
and between the Registrant and John M. Murphy, Christopher M. King, Michael J.
Sher, Michael J. Tourville, Edmond B. Lewis, H. Craig Grantham, Laban P.
Jackson, III, Douglas E. Snyder, and Laban P. Jackson, (collectively, the
"Option Documents").
Pursuant to the Agreement and Plan of Merger dated as of October 25,
1999 between IPIX and bamboo, as supplemented by a certain amendment dated
January 19, 2000 among bamboo, IPIX and Bamboo-Merger sub, Inc. ("Merger Sub")
and the transactions contemplated thereby, (i) Merger Sub merged with and into
IPIX (the "Merger"), (ii) IPIX became a wholly-owned subsidiary of bamboo, (iii)
the Registrant merged with and into bamboo and (iv) bamboo changed its name to
Internet Pictures Corporation. Each share of common stock, par value $0.001 of
IPIX issued and outstanding immediately prior to the Effective Time of the
Merger (the "Effective Time") was converted into the right to receive 1.369
shares of bamboo common stock, par value $0.001 (the "Exchange Ratio") at the
Effective Time and bamboo assumed all outstanding obligations to issue bamboo
common stock under the Option Documents.
This Registration Statement relates to an aggregate amount of 8,488,584
shares of the Registrant's common stock issuable pursuant to the Plan, the
Amended and Restated Plan, the Stock Purchase Plan, and the Option Documents. In
connection with the Merger, bamboo filed its Registration Statement on Form S-4,
declared effective on December 16, 1999, which registered 24,763,830 shares of
its common stock.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The audited financial statements for Interactive Pictures Corporation's
fiscal year ended December 31, 1998, contained in the prospectus, dated
August 5, 1999, filed pursuant to Rule 424(b) under the 1933 Act.
(b) The audited financial statements for bamboo.com, Inc.'s fiscal year
ended December 31, 1998, contained in the prospectus, dated August 25,
1999, filed pursuant to Rule 424(b) under the 1933 Act.
(c) The bamboo.com, Inc. Current Report on Form 8-K dated November 1, 1999.
(d) The Interactive Pictures Corporation Current Report on Form 8-K dated
November 2, 1999.
(e) The bamboo.com, Inc. Report on Form 10-Q for the fiscal quarter ended
September 30, 1999, as filed with the Commission on November 15, 1999.
(f) The Interactive Pictures Corporation Reports on Forms 10-Q for the
fiscal quarter ended June 30, 1999, as filed with the Commission on
September 16, 1999 and for the fiscal quarter ended September 30, 1999,
as filed with the Commission on November 15, 1999.
(g) The bamboo.com, Inc. Registration Statement on Form S-4, File No.
333-91139, declared effective on December 16, 1999.
(h) The Registrant's Current Report on Form 8-K dated February 10, 2000.
(i) The Registrant's Current Report on Form 8-K dated March 14, 2000.
(j) The Registrant's Registration Statement on Form S-1, File No.
333-32680, filed with the Commission on March 17, 2000.
(k) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Act of 1934 (the "1934 Act"), since
December 31, 1998.
(l) The description of the Registrant's common stock set forth under the
caption "Description of Capital Stock" on page 54 contained in the
Registrant's Registration Statement on Form S-1, File No. 333-32680,
filed with the Commission on March 17, 2000.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part thereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
No response is required to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
No response is required to this item.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant has adopted provisions in its certificate of
incorporation that eliminates the personal liability of its directors for
monetary damages arising from a breach of their fiduciary duties in certain
circumstances to the fullest extent permitted by law. Additionally, the
Registrant's certificate of incorporation and bylaws provide that it will
indemnify its directors, officers, employees or agents for any liability
incurred in their official capacity to the maximum extent permissible under
Delaware General Corporation Law (the "DGCL"). Under Delaware law, a corporation
may indemnify any person made or threatened to be made a party to any action or
proceeding (other than shareholder derivative suits) because he or she is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation, as a director, officer, employee or agent of
another corporation or firm. In order to be indemnified, the director, officer,
employee or agent must (i) act in good faith and in a manner he or she
reasonably believed to be in, and not opposed to, the best interest of the
corporation and (ii) in respect to a criminal proceeding, he or she had no
reasonable cause to believe that his or her conduct was unlawful.
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In the case of shareholder derivative suits under Delaware law, the
corporation may also indemnify if the director, officer, employee or agent acted
in good faith and in a manner the director reasonably believed to be in, and not
opposed to, the best interest of the corporation. Unless a court finds that an
individual is fairly and reasonably entitled to indemnity, the corporation
cannot indemnify an individual in shareholder derivative suits where there is
any claim, issue or matter in which the individual has been found liable to the
corporation.
Under the DGCL, a corporation must indemnify a director or officer who
successfully defends himself or herself in a proceeding to which he or she was a
party because of his or her position as a director or officer for expenses
actually or reasonably incurred by the person. Expenses incurred by an officer
or director in defending any civil or criminal proceeding may be paid by the
corporation in advance of the final disposition of the proceeding upon receipt
of an undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined that he or she is not entitled to be indemnified
by the corporation. The indemnification and expense advancement provisions under
Delaware law described above are not exclusive of other rights of
indemnification and advancement that a director or officer may be granted by a
corporation in its bylaws or by a vote of shareholders or disinterested
directors or by an agreement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
No response is required to this item.
ITEM 8. EXHIBITS
Exhibit Number Description
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4.1 Interactive Pictures Corporation Amended and Restated 1997
Equity Compensation Plan(1)(2)
4.2 bamboo.com, Inc. Amended and Restated 1998 Employee, Director
and Consultant Stock Plan(3)
4.3 bamboo.com, Inc. 1999 Employee Stock Purchase Plan(4)
4.4 Executive Employment Agreement - James M. Phillips(5)(6)
4.5 Stock Option Agreement - John M. Murphy(6)(7)
4.6 Stock Option Agreement - Christopher M. King(6)(8)
4.7 Stock Option Agreement - Michael J. Sher(6)(9)
4.8 Stock Option Agreement - Michael J. Tourville(6)(10)
4.9 Stock Option Agreement - Edmond B. Lewis(6)(11)
4.10 Stock Option Agreement - H. Craig Grantham(6)(12)
4.11 Stock Option Agreement - Laban P. Jackson, III(6)(13)
4.12 Stock Option Agreement - Douglas E. Snyder(6)(14)
4.13 Stock Option Agreement - Laban P. Jackson, Jr.
5 Opinion and Consent of Baker, Donelson, Bearman & Caldwell
23.1 Consent of Baker, Donelson, Bearman & Caldwell (contained in
Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants of Internet Pictures Corporation (formerly
bamboo.com, Inc.).
23.3 Consent of PricewaterhouseCoopers LLP, Independent
Accountants of Interactive Pictures Corporation
23.4 Consent of PricewaterhouseCoopers LLP, Independent
Accountants of PictureWorks Technology, Inc.
24 Power of Attorney (Included on signature page)
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(1) Incorporated by reference as Annex I to the bamboo.com, Inc. Registration
Statement on Form S-4, File No. 333-91139, declared effective on December 16,
1999.
(2) All references to shares of common stock presented in this document do not
reflect the Exchange Ratio.
(3) Incorporated by reference as Exhibit 10.3 to the bamboo.com, Inc. Amendment
No. 2 to Registration Statement on Form S-1 File No. 333-80639, declared
effective on August 26, 1999.
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(4) Incorporated by reference as Exhibit 10.4 to the bamboo.com, Inc.
Registration Statement on Form S-1, File No. 333-80639, declared effective on
August 26, 1999.
(5) Incorporated by reference as Exhibit 10.1 to the Interactive Pictures
Corporation Registration Statement on Form S-1, File No. 333-78983, declared
effective on August 4, 1999, as further amended by amendment number 3 dated
February 22, 2000 filed herewith (the "Amendment").
(6) All references to shares of common stock presented in these documents do not
reflect a 0.34009-for-1 reverse stock split effected on August 4, 1999 or the
Exchange Ratio. However, shares of common stock referenced in the Amendment are
not subject to the reverse stock split or the Exchange Ratio.
(7) Incorporated by reference as Exhibit 4.3 to Interactive Pictures Corporation
Registration Statement on Form S-8, File No. 333-87309 as filed with the
Commission on September 17, 1999 (the "IPIX Form S-8").
(8) Incorporated by reference as Exhibit 4.4 to the IPIX Form S-8.
(9) Incorporated by reference as Exhibit 4.5 to the IPIX Form S-8.
(10) Incorporated by reference as Exhibit 4.6 to the IPIX Form S-8.
(11) Incorporated by reference as Exhibit 4.7 to the IPIX Form S-8.
(12) Incorporated by reference as Exhibit 4.8 to the IPIX Form S-8.
(13) Incorporated by reference as Exhibit 4.9 to the IPIX Form S-8.
(14) Incorporated by reference as Exhibit 4.10 to the IPIX Form S-8.
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 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.
(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.
(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.
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(b) The undersigned registrant hereby undertakes that, for the 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) 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.
(c) Insofar as indemnification for liabilities arising under the 1933
Act 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 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, 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 Oak Ridge, State of Tennessee, on the 17th day of
March, 2000.
INTERNET PICTURES CORPORATION
By: /s/ James M. Phillips
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James M. Phillips, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James M. Phillips and John J. Kalec 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 to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitutes or substitute, 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 date indicated.
NAME TITLE DATE
/s/ James M. Phillips Chairman and Chief Executive Officer March 17, 2000
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James M. Phillips
/s/ John J. Kalec Vice President and Chief Financial February 25, 2000
- ------------------------------- Officer (Principal Accounting
John J. Kalec Officer)
/s/ Laban P. Jackson, Jr. Director February 24, 2000
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Laban P. Jackson, Jr.
/s/ Leonard B. McCurdy Director February 28, 2000
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Leonard B. McCurdy
/s/ John S. Hendricks Director March 2, 2000
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John S. Hendricks
/s/ Kevin B. McCurdy Director March 1, 2000
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Kevin B. McCurdy
/s/ John S. Moragne Director February 28, 2000
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John S. Moragne
/s/ John H. Trezevant Director March 21, 2000
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John H. Trezevant
/s/ Michael D. Easterly Director February 28, 2000
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Michael D. Easterly
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