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As filed with the Securities and Exchange Commission on February 28, 2000.
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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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FUTURELINK CORP.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4763404
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
100, 6 MORGAN
IRVINE, CALIFORNIA 92618
(Address of Principal Executive Offices)
FUTURELINK CORP. STOCK OPTION PLAN
(Full title of the plan)
KYLE B. A. SCOTT
VICE PRESIDENT, GENERAL COUNSEL & CORPORATE SECRETARY
FUTURELINK CORP.
300-250-6 AVENUE SW
CALGARY, ALBERTA T2P 3H7
(Name and address of agent for service)
(403) 216-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING AGGREGATE REGISTRATION FEE
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) (1)
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Common Shares, par value $0.0001 4,500,000 $11.94 $53,215,280 $14,048.83
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h) under the Securities Act of 1933 as
amended, based on the average of the high and low prices of shares of
Common Stock on February 18, 2000.
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This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to the same employee benefit plan is effective. Consequently, pursuant
to General Instruction E of Form S-8, the contents of the Registration Statement
on Form S-8 filed by FutureLink Corp. (the "Company") with the Securities and
Exchange Commission regarding FutureLink Corp. Stock Option Plan (the "Plan") on
August 6, 1999, Registration No. 333-84679 are incorporated by reference into
this Registration Statement and made a part hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The exhibits filed as part of this registration statement are as
follows:
EXHIBIT NO. DESCRIPTION
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4.1 Stock Option Plan Amended September 23, 1999
4.2 Second Amended and Restated Stock Option Plan
4.3 First Amendment to Second Amended and Restated Stock
Option Plan
5 Opinion of Paul, Hastings, Janofsky & Walker LLP
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP
(contained in Exhibit 5)
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 Irvine, State of California, on February 24,
2000.
FUTURELINK CORP.
By: /s/ Philip R. Ladouceur
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Philip R. Ladouceur
Chairman, Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Philip R. Ladouceur Chairman, Chief Executive Officer February 24, 2000
- -------------------------------- and Director
Philip R. Ladouceur
/s/ Glen C. Holmes President, Chief Operating Officer February 24, 2000
- -------------------------------- and Director
Glen C. Holmes
/s/ R. Kilambi Executive Vice President, Chief Financial February 24, 2000
- -------------------------------- Officer, Principal Accounting Officer and
Raghu N. Kilambi Director
/s/ F. Bryson Farrill Director February 24, 2000
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F. Bryson Farrill
/s/ Timothy P. Flynn Director February 24, 2000
- --------------------------------
Timothy P. Flynn
/s/ Michael S. Falk Director February 24, 2000
- --------------------------------
Michael S. Falk
/s/ Gerald A. Poch Director February 24, 2000
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Gerald A. Poch
/s/ James P. McNiel Director February 24, 2000
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James P. McNiel
/s/ K. B. Scott Vice President, Secretary February 24, 2000
- -------------------------------- and General Counsel
Kyle B. A. Scott
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Stock Option Plan Amended September 23, 1999
4.2 Second Amended and Restated Stock Option Plan
4.3 First Amendment to Second Amended and Restated Stock Option Plan
5 Opinion of Paul, Hastings, Janofsky & Walker LLP
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (contained in
Exhibit 5)