Registration No. 333-_______________
As filed with the Securities and Exchange Commission on June 23, 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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eDiets.com, Inc.
(Exact name of registrant as specified in its charter)
Delaware 65-0687110
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification Number)
3467 W. Hillsboro Boulevard (954) 360-9022
Deerfield Beach, Florida 33442 (Telephone number, including
(Address, including zip code, of area code, of registrant's
registrant's principal executive offices) principal executive offices)
eDiets.com, Inc. STOCK OPTION PLAN AND
VARIOUS OTHER INDIVIDUAL STOCK OPTION AGREEMENTS
(Full title of the plan)
David R. Humble, Chief Executive Officer
eDiets.com, Inc.
3467 W. Hillsboro Boulevard
Deerfield Beach, Florida 33442
(954) 360-9022
(Name, address, including zip code and telephone number, including area code,
of agent for service)
Copy to:
Mark A. Pachman
Nason, Yeager, Gerson,
White & Lioce, P.A.
1645 Palm Beach Lakes Boulevard, Suite 1200
West Palm Beach, Florida 33401
(561) 686-3307
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each class of securities to be Amount to be maximum maximum Amount of
registered registered (1) offering price aggregate registration
per share (2) offering price (2) fee
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Common Stock, par value $.001
per share,(3) 1,830,000 $2.00 $3,660,000.00 $966.24
Common Stock, par value $.001
per share,(4) 32,500 $1.425 $46,312.50 $12.23
Common Stock, par value $.001
per share,(5) 505,708 $.01 $5,057.08 $1.34
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TOTAL $979.81
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(1) This Registration Statement includes any additional shares of the
registrant's common stock that may be issued pursuant to antidilution
provisions contained in the plan and agreements.
(2) Pursuant to Rule 457(g), the registration fee was calculated by using
the exercise price of the options.
(3) Represents the number of shares to be registered under registrant's
Stock Option Plan.
(4) Represents shares to be registered under a stock option agreement with
one of the Company's directors.
(5) Represents shares to be registered under several miscellaneous stock
option agreements.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by
eDiets.com, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference in this registration
statement, except to the extent that any statement or information therein is
modified, superseded or replaced by a statement or information contained in any
other subsequently filed document incorporated herein by reference:
(i) The Company's prospectus dated May 12, 2000 filed pursuant to Rule
424(b) of the Securities Act of 1933, included as part of the Company's
Registration Statement on Form SB-2 (file No. 333-93971).
(ii) All other reports filed since December 31, 1999 by the Company
pursuant to Section 13(a) or 15(b) of the Securities Act of 1934, as amended.
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(iii) The description of the Company's Common Stock, par value $.001,
contained in the Company's Registration Statement on Form 8-A which was declared
effective on May 12, 2000, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, and 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 hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware provides for the
indemnification of officers and directors under certain circumstances against
expenses incurred successfully defending against a claim and authorizes Delaware
corporations to indemnify their officers and directors under certain
circumstances against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an officer or
director. The Restated Certificate of Incorporation of the Company provides for
indemnification of its officers and directors to the full extent authorized by
law. The Company is also a party to indemnification agreements with each of its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index which is incorporated herein by reference.
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:
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i. to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
ii. to reflect in the prospectus any facts or events
arising after the effective date of the 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 the
registration statement; and
iii. 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;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or Section 15(d) of the
Exchange 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
Securities Act may be permitted to officers, directors, and controlling persons
of the registrant pursuant to the registrant's certificate of incorporation or
by-laws, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities 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 Securities
Act of 1933 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 Deerfield Beach, State of Florida, on the 23rd day of June, 2000.
eDiets.com, Inc.
By: /s/ David R. Humble
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David R. Humble
Chief Executive Officer
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POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints David R. Humble, 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 (including
this capacity as a director and/or officer of eDiets.com, Inc.) to sign any and
all amendments (including post-effective 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 attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned have executed this power of attorney
on the 23rd day of June, 2000.
SIGNATURE TITLE DATE
/s/ David R. Humble
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David R. Humble Chairman of the Board, Chief Executive Officer
(Principal Executive Officer) June 23, 2000
/s/ Robert T. Hamilton
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Robert T. Hamilton Chief Financial Officer (Principal Financial June 23, 2000
Accounting Officer)
/s/ Isaac Kier
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Isaac Kier Director June 23, 2000
/s/ Matthew Gohd
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Matthew Gohd Director June 23, 2000
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Bruce Yaffe, M.D. Director June __, 2000
/s/ James M. Meyer
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James M. Meyer Director June 23, 2000
/s/ Cary S. Fitchey
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Cary S. Fitchey Director June 23, 2000
/s/ Lee S. Isgur
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Lee S. Isgur Director June 23, 2000
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 Restated Certificate of Incorporation of eDiets.com, Inc. (1)
4.2 By-Laws of eDiets.com, Inc., (1)
4.3 Stock Option Plan (1)
4.4 Isaac Kier Stock Option Agreement
4.5 Steven Johnson Stock Option Agreements
4.6 Donna DeCunzo Stock Option Agreements
4.7 Christine Brown Stock Option Agreement
4.8 Scott Yardley Stock Option Agreement
4.9 Roshelle Jones Stock Option Agreement
4.10 Gina McGinnis Stock Option Agreement
5 Opinion of Nason, Yeager, Gerson, White & Lioce, P.A.
23.1 Consent of Ernst & Young LLP - eDiets.com, Inc.
23.2 Consent of Ernst & Young LLP - Olas, Inc.
23.3 Consent of Nason, Yeager, Gerson, White & Lioce, P.A.
(contained in Exhibit 5 hereto)
24 Powers of Attorney (contained on the signature page hereto)
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(1) Incorporated by reference from the registrant's Registration Statement
on Form SB-2 (No. 333-93971) originally filed with the Securities and
Exchange Commission on December 30, 1999.