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As filed with the Securities and Exchange Commission on September 17, 1999
Registration No. 333-______________
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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INTERACTIVE PICTURES CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1275544
(State of Incorporation) (I.R.S. Employer Identification No.)
1009 Commerce Park Drive
Oak Ridge, Tennessee 37830
(Address of principal executive offices)
1997 EQUITY COMPENSATION PLAN
STOCK OPTION AGREEMENTS
(Full Title of the Plans)
JAMES M. PHILLIPS
Chairman and Chief Executive Officer
Interactive 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:)
MATTHEW S. HEITER
Baker, Donelson, Bearman & Caldwell
165 Madison Avenue, 2000 First Tennessee Building
Memphis, Tennessee 38103
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, $.001 par value 1,998,559 shares(1) $22.03 (2) $44,028,254 (2) $12,239.85 (1)(2)
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Common Stock, $.001 par value 1,074,020 shares(3) $ 3.268 (4) $ 3,510,195 (4) $ 975.83 (3)(4)
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(1) This figure represents the number of shares of Common Stock authorized
and registered hereby under the 1997 Equity Compensation Plan (the
"Plan").
(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 September 16, 1999.
(3) This figure represents the aggregate number of shares of Common Stock
registered hereby for purchase by certain employees under the Executive
Employment Agreement entered into by and between the Registrant and
James M. Phillips (the "Executive Employment Agreement") 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 and Douglas
E. Snyder (the "Stock Option Agreements").
(4) Such amount has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933, as amended, and is based upon the Option
Price of the Common Stock stated in the Executive Employment Agreement
and the Stock 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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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
1. The Registrant's most recent prospectus filed with the Commission
pursuant to Rule 424(b) on August 5, 1999, that includes the
Registrant's audited financial statements for the year ended December
31, 1998, and unaudited financial statements for the period ended March
31, 1999.
2. All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Securities Act of 1934 (the "1934 Act") since the end of the
fiscal year ended December 31, 1998.
3. The description of the Registrant's Common Stock set forth under the
caption "Description of Capital Stock" on page 51 of the Registrant's
prospectus filed with the Commission pursuant to Rule 424(b) on August
5, 1999.
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 is incorporated under the laws of the State of
Tennessee. The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any director or officer against liability incurred in
connection with a proceeding if (i) the director or officer acted in good faith,
(ii) the director or officer reasonably believed, in the case of conduct in his
or her official capacity with the corporation, that such conduct was in the
corporation's best interests, and, in all other cases, that his or her conduct
was not opposed to the best interests of the corporation, and (iii) the director
or officer in connection with any criminal proceeding had no reasonable cause to
believe that his or her conduct was unlawful. In actions brought by or in the
right of the corporation, however, the TBCA provides that no indemnification may
be made if the director or officer is adjudged to be liable to the corporation.
Similarly, the TBCA prohibits indemnification in connection with any proceeding
charging improper personal benefit to a director or officer, if such director or
officer is adjudged liable on the basis that a personal benefit was improperly
received. In cases where the director or officer is wholly successful, on the
merits or otherwise, in the defense of any proceeding instigated because of his
or her status as a director or officer of a corporation, the TBCA mandates that
the corporation indemnify the director or officer against reasonable expenses
incurred in the proceeding. Notwithstanding the foregoing, the TBCA provides
that a court of competent jurisdiction, upon application, may order that a
director or officer be indemnified for reasonable expense if, in consideration
of all relevant circumstances, the court determines that such individual is
fairly and reasonably entitled to indemnification, whether or not the standard
of conduct set forth above was met.
The Amended and Restated Charter and Amended and Restated Bylaws of the
Registrant provides that the Registrant will indemnify from liability, and
advance expenses to, any present or former director or officer to the fullest
extent allowed by TBCA, as amended from time to time, or any subsequent law,
rule, or regulation adopted in lieu thereof.
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Additionally, the Registrant's Amended and Restated Charter provides
that no director will be personally liable to it or any of its shareholders for
monetary damages for breach of any fiduciary duty except for liability arising
from (i) any breach of a director's duty of loyalty to the Registrant or its
shareholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or (iii) any unlawful
distributions.
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 1997 Equity Compensation Plan(1)(3)
4.2 Executive Employment Agreement - James M. Phillips(2)(3)
4.3 Stock Option Agreement - John M. Murphy(3)
4.4 Stock Option Agreement - Christopher M. King(3)
4.5 Stock Option Agreement - Michael J. Sher(3)
4.6 Stock Option Agreement - Michael J. Tourville(3)
4.7 Stock Option Agreement - Edmond B. Lewis(3)
4.8 Stock Option Agreement - H. Craig Grantham(3)
4.9 Stock Option Agreement - Laban P. Jackson, III(3)
4.10 Stock Option Agreement - Douglas E. Snyder(3)
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
24 Power of Attorney (Included on signature page)
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(1) Incorporated by reference as Exhibit 10.8 to the Registrant's Form S-1
Registration Statement No. 33-78983 as filed with the Commission on May
21, 1999 (the "Form S-1").
(2) Incorporated by reference as Exhibit 10.1 to the Registrant's Form S-1.
(3) 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.
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
Securities Act of 1933 (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 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 Securities and Exchange 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
September, 1999.
INTERACTIVE 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, Jeffrey D. Peters 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
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/s/ James M. Phillips Chairman and Chief Executive Officer September 17, 1999
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James M. Phillips
/s/ Jeffrey D. Peters President and Chief Operating Officer September 17, 1999
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Jeffrey D. Peters
/s/ John J. Kalec Vice President and Chief Financial Officer September 17, 1999
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John J. Kalec
/s/ John S. Hendricks Director September 17, 1999
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John S. Hendricks
/s/ Doug Holmes Director September 17, 1999
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Doug Holmes
/s/ Laban P. Jackson, Jr. Director September 17, 1999
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Laban P. Jackson, Jr.
/s/ Randall Battat Director September 17, 1999
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Randall Battat
/s/ Stephen S. Charles Director September 17, 1999
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Stephen S. Charles
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