As filed with the Securities and Exchange Commission on October 8, 1999
Registration No. 333-
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EGLOBE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3486241
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1250 24TH STREET, N.W., SUITE 725
WASHINGTON, D.C. 20037
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(Address of Principal Executive Offices) (Zip Code)
EGLOBE, INC.
1995 EMPLOYEE STOCK OPTION AND APPRECIATION RIGHTS PLAN
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(Full title of the plans)
CHRISTOPHER J. VIZAS, II
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
EGLOBE, INC.
1250 24TH STREET, N.W., SUITE 725
WASHINGTON, D.C., 20037
(202) 822-8981
(Name, address and telephone number of agent for service)
COPY TO:
STEVEN M. KAUFMAN, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
(202) 637-5600
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be registered maximum offering price maximum aggregate Amount of
to be registered per share (2) offering price (2) registration fee
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COMMON STOCK,
PAR VALUE $.001 1,500,000 (1) $2.8125 $4,218,750 $1,172.81
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(1) Represents shares of Common Stock issuable pursuant to the eGlobe, Inc.
1995 Employee Stock Option and Appreciation Rights Plan, as amended.
(2) Estimated pursuant to Rule 457(h) under the Securities Act solely for
purposes of calculating the amount of the registration fee.
Pursuant to Rule 429 under the Securities Act, this Registration Statement also
amends the information contained in the earlier registration statement relating
to, among other plans, the eGlobe, Inc. 1995 Employee Stock Option and
Appreciation Rights Plan: Registration Statement No. 333-15057, filed on October
30, 1996 and Registration Statement No. 333-63043, filed on September 8, 1998.
EXPLANATORY NOTE
As permitted by General Instruction E to the Form S-8, this
Registration Statement incorporates by reference the information contained in
two earlier registration statements relating to, among other plans, the eGlobe,
Inc. 1995 Employee Stock Option and Appreciation Rights Plan, filed on October
30, 1996, Registration Statement No. 333-15057 and filed on September 8, 1998,
Registration Statement No. 333-63043.
On May 14, 1999, the Board of Directors of eGlobe, Inc. (the "Company")
approved and adopted, subject to stockholder approval, amendments to the
Company's 1995 Employee Stock Option and Appreciation Rights Plan (as amended
and restated, the "Employee Plan"). The amendments included an amendment to
Article 4 of the Plan to increase the number of shares of Common Stock, par
value $.001 ("Common Stock"), of the Company reserved under the Plan from
1,750,000 to 3,250,000. Such increase reflects the transfer of 437,000 shares of
Common Stock from the Company's 1995 Directors Stock Option and Appreciation
Rights Plan (the "Directors Plan") previously available for grant under the
Directors Plan plus an increase of an additional 1,183,000 shares of Common
Stock. Other amendments to the Plan were designed to (i) make non-employee
directors of the Company eligible to receive grants under the Employee Plan,
(ii) provide that shares issued under the Employee Plan through the settlement,
assumption or substitution of outstanding awards or obligations to grant future
awards as a result of acquiring another entity shall not reduce the maximum
number of shares available for delivery under the Employee Plan, and (iii)
change the price at which nonqualified stock options may be granted to a price
not less than the par value of the shares of Common Stock covered by the option
grant. The Company's stockholders approved the amendments to the Plan at the
annual meeting of stockholders held on June 16, 1999. Accordingly, as amended,
the total number of shares of Common Stock available under the Plan is
3,250,000, of which 1,500,000 shares are being registered hereunder.
A complete description of the amendments to the Plan is included in the
Company's definitive proxy statement on Schedule 14A dated May 25, 1999, with
respect to the Company's annual meeting of stockholders held on June 16, 1999.
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ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 eGlobe, Inc. 1995 Employee Stock Option and Appreciation
Rights Plan, as amended.
5.1 Opinion of Hogan & Hartson L.L.P. with respect to the
legality of the Common Stock registered hereby.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of PricewatehouseCoopers LLP.
23.3 Consent of Hogan & Hartson L.L.P. (included in Exhibit
5.1).
24.1 Power of Attorney (included on signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Washington, D.C., on the 6 day of October, 1999.
EGLOBE, INC.
By: /s/ Christopher J. Vizas, II
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Christopher J. Vizas, II
Chairman and Chief Executive Officer
(Duly Authorized Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Christopher J. Vizas, II,
Graeme S.R. Brown, III and Anne E. Haas, jointly and severally, each in his own
capacity, his true and lawful attorneys-in-fact, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement
(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
attorneys-in-fact and agents, and each of them, with full power and authority to
do so 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
attorneys-in-fact, or his or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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.
SIGNATURE TITLE DATE
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/s/ Christopher J. Vizas, II
-------------------------------------- Chairman, Chief Executive Officer and October 7, 1999
Christopher J. Vizas, II Director (Principal Executive Officer)
/s/ Anne E. Haas
- --------------------------------------- Controller and Treasurer (Principal October 7, 1999
Anne E. Haas Accounting Officer)
Director
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David W. Warnes
/s/ Richard H. Krinsley Director October 7, 1999
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Richard H. Krinsley
/s/ Donald H. Sledge Director October 7, 1999
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Donald H. Sledge
Director
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James O. Howard
Director
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Richard Chiang
/s/ John H. Wall Director October 7, 1999
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John H. Wall
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 eGlobe, Inc. 1995 Employee Stock Option and Appreciation
Rights Plan, as amended.
5.1 Opinion of Hogan & Hartson L.L.P. with respect to the
legality of the Common Stock registered hereby.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of PricewatehouseCoopers LLP.
23.3 Consent of Hogan & Hartson L.L.P. (included in Exhibit
5.1).
24.1 Power of Attorney (included on signature page).
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