As filed with the Securities and Exchange Commission on 5/16/01
Registration No. 333-__________
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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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IGO CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3174623
(State of incorporation) (I.R.S. Employer Identification No.)
9393 GATEWAY DRIVE
RENO, NEVADA 89511
(Address of principal executive offices)
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AMENDED AND RESTATED 1996 STOCK OPTION PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
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RICK SHAFF
ACTING PRESIDENT AND CHIEF EXECUTIVE OFFICER,
CHIEF FINANCIAL OFFICER AND SECRETARY
IGO CORPORATION
9393 GATEWAY DRIVE
RENO, NEVADA 89511
(775) 746-6140
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
David Garcia
Hale Lane Peek Dennison Howard and Anderson
A Professional Corporation
100 West Liberty Street, Tenth Floor
Reno, Nevada 89501
(775) 327-3000
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Registered(1) Per Share Offering Price Fee
Title of Securities to be Registered
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1999 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
$0.001 par value 120,000 Shares $ 0.64 (2) $ 76,800.00 $ 20.00
AMENDED AND RESTATED 1996 STOCK
OPTION PLAN
Common Stock,
$0.001 par value 900,000 Shares $ 0.75 (3) $ 675,000.00 $ 169.00
TOTAL 1,020,000 Shares ------ $751,800.00 $ 189.00
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being
registered pursuant to this Registration Statement by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of
Common Stock.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 (the "Securities Act") solely for the purpose of calculating the
registration fee. The computation is based upon the average of the high
and low sale prices of the Common Stock as reported on The NASDAQ
National Market on May 14, 2001 multiplied by 85%, which is the
percentage of the trading purchase price applicable to purchases under
the referenced Plan.
(3) Estimated in accordance with Rule 457(h) under the Securities Act
solely for the purpose of calculating the registration fee. The
computation with respect to unissued options is based upon the average
of the high and low sale prices of the Common Stock as reported on the
NASDAQ National Market on May 14, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K filed on April 2, 2001
pursuant to Section 13(a) of the Exchange Act.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") on August
12, 1999, including any amendment or report filed for the purpose of updating
such description.
(c) The Registrant's Definitive Proxy Statement filed on April 30, 2001
pursuant to Section 14(a) of the Exchange Act (excluding information not deemed
to be incorporated by reference in such filing).
(d) The Registrant's Registration Statement on Form S-8 filed on March
7, 2000.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Our certificate of incorporation and bylaws provide that we shall
indemnify our directors and executive officers and may indemnify our other
officers and employees and other agents to the fullest extent permitted by law.
We believe that the indemnification under our bylaws covers at least negligence
and gross negligence on the part of indemnified parties. Our bylaws also permit
us to secure insurance on behalf of any officer, director, employee or other
agent for any liability arising out of his or her actions in such capacity,
regardless of whether the bylaws would permit indemnification.
We have entered into agreements to indemnify our directors and
executive officers, in addition to indemnification provided for in our bylaws.
These agreements, among other things, provide for indemnification of our
directors and executive officers for certain expenses, including attorneys'
fees, judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in our rights, arising out of
such person's services as a director or executive officer to us, any of our
subsidiaries or any other company or enterprise to which the person provides
services at our request. We believe that these provisions and agreements are
necessary to attract and retain qualified persons as directors and executive
officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
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Item 8. EXHIBITS.
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Exhibit
Number
4.1 Amended and Restated 1996 Stock Option Plan*
4.2 1999 Employee Stock Purchase Plan **
5.1 Opinion of Hale Lane Peek Dennison Howard and Anderson, a
Professional Corporation.
23.1 Consent of Hale Lane Peek Dennison Howard and Anderson, a
Professional Corporation (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP (see p. 6).
24.1 Powers of Attorney (see p. 5).
*Incorporated by reference to Exhibit 10.1 filed with the Registrant's
Registration Statement on Form S-1, as amended, (Registration No. 333-87423).
**Incorporated by reference to Exhibit 10.2 filed with the Registrant's
Registration Statement on Form S-1 (Registration No. 333-87423)
Item 9. UNDERTAKINGS.
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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 purposes 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.
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.
Insofar as the indemnification for liabilities arising under the
Securities 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 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities 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, iGo Corporation, a corporation organized and existing under the laws
of the State of Delaware, 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 Reno, State of Nevada, on this 16th
day of May, 2001.
IGO CORPORATION
By: /s/ Rick Shaff
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Rick Shaff
Acting President and Chief Executive Officer,
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rick Shaff and Michael Edwards, jointly
and severally, his or her attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his or her name, place or
stead, in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file such amendments, together with exhibits and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to each 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 as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, may 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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Acting President and Chief Executive
/s/ Rick Shaff Officer, Chief Financial Officer (Principal May 16, 2001
- ------------------------------- Executive and Financial and Accounting
Rick Shaff Officer) and Secretary
/s/ Michael Edwards Chairman of the Board of Directors May 10, 2001
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Michael Edwards
/s/ Ross Bott Director May 16, 2001
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Ross Bott
/s/ Darrell Boyle Director May 16, 2001
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Darrell Boyle
/s/ Peter Gotcher Director May 16, 2001
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Peter Gotcher
/s/ Ken Hawk Director May 16, 2001
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Ken Hawk
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INDEPENDENT AUDITORS' CONSENT
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We consent to the incorporation by reference in this Registration Statement of
iGo Corporation on Form S-8 of our report dated March 2, 2001, appearing in the
Annual Report on Form 10-K of iGo Corporation for the year ended December 31,
2000.
DELOITTE & TOUCHE LLP
Reno, Nevada
May 15, 2001
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INDEX TO EXHIBITS
Exhibit
Number
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4.1* Amended and Restated 1996 Stock Option Plan.
4.2** 1999 Employee Stock Purchase Plan.
5.1 Opinion of Hale Lane Peek Dennison Howard and Anderson, a Professional
Corporation.
23.1 Consent of Hale Lane Peek Dennison Howard and Anderson, a Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP (see p. 6).
24.1 Powers of Attorney (see p. 5).
*Incorporated by reference to Exhibit 10.1 filed with the Registrant's
Registration Statement on Form S-1, as amended (Registration No. 333-87423).
**Incorporated by reference to Exhibit 10.2 filed iGo Corporation's
Registration Statement on Form S-1 (Registration No. 333-87423).
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