As Filed with the Securities and Exchange Commission on April 21, 1998
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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SCOOP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-0726608
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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2540 RED HILL AVENUE
SANTA ANA, CALIFORNIA 92705
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1996 STOCK INCENTIVE PLAN OF SCOOP, INC., AS AMENDED
(Full title of the plan)
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RAND BLEIMEISTER COPY TO:
CHAIRMAN OF THE BOARD AND WILLIAM J. CERNIUS, ESQ.
CHIEF EXECUTIVE OFFICER LATHAM & WATKINS
2540 RED HILL AVENUE 650 TOWN CENTER DRIVE,
SANTA ANA, CALIFORNIA 92705 TWENTIETH FLOOR
(714) 225-6000 COSTA MESA, CALIFORNIA 92626
(714) 540-1235
(Name and address, including zip code,
and telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
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Common Stock. . . . 1,500,000 $2.03 $3,035,667 $895
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering Price
is the sum of (i) the product of the number of options previously granted
and outstanding (836,482) and the weighted average of the exercise prices
of the options previously granted and outstanding ($2.82), and (ii) the
product of the remaining options available for future grants under the
plan (663,518) and the average ($1.02) of the high and low prices of the
common stock as reported on the Nasdaq SmallCap Market, on April 17, 1998
(which were $1 3/16 and $27/32, respectively.)
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PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT AS OPTIONS GRANTED UNDER THE OPTION PLAN ARE EXERCISED.
Total Pages [32]
Exhibits Index on Page 6
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being prepared with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated herein
by reference:
(a) Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997, filed by Scoop, Inc. (the "Company") with the
Commission.
(b) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on March 24,
1997, File #000-22281, including any subsequently filed amendments and
reports updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement 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 in this Registration
Statement and to be a part of it from the respective dates of filing such
documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Delaware General Corporation Law ("DGCL"), the Certificate
of Incorporation of the Company eliminates the liability of Directors to the
Company or to its stockholders for monetary damages for breach of fiduciary duty
as a Director, except to the extent otherwise required by the DGCL.
The Certificate of Incorporation provides that the Company indemnify each
person who was or is made a party to any proceeding by reason of the fact that
such person is or was a Director or Officer of the Company all expense,
liability and loss reasonably incurred or suffered by such person in connection
therewith to the fullest extent authorized by DGCL.
The Company has also entered into indemnification agreements with certain
of its Directors and Officers that require the Company to indemnify such
Directors and Officers to the fullest extent permitted by applicable provisions
of the DGCL, provided that any settlement of a third party against a Director or
Officer is approved by the Company, and subject to limitations for actions
initiated by the Director or Officer, penalties paid by insurance, and
violations of Section 16(b) of the Securities Exchange Act of 1934 and similar
laws.
The inclusion of the above provisions in the Certificate of Incorporation
may have the effect of reducing the likelihood of stockholder derivative suits
against directors and may discourage or deter stockholders or management from
bringing a lawsuit against directors for breach of their duty of care, even
though such an action, if successful, might otherwise have benefitted the
Company and its stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Index to Exhibits on page 6.
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in this Registration
Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement.
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PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 Securities Exchange Act of 1934 (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
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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 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 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 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 Santa Ana, State of California, on
this _____ day of April, 1998.
SCOOP, INC.
a Delaware corporation
By:___________________________
Rand Bleimeister
Chief Executive Officer and Chief Financial
Officer
(Principal Executive Officer and Principal
Financial Officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and
appoints Rand Bleimeister as attorney-in-fact and agent, with full powers of
substitution to sign on his or her behalf, individually and in the capacities
stated below, and to file any and all amendments, including post-effective
amendments, to this Registration Statement and other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorney-in-fact and agent full power and authority to perform any other
act on behalf of the undersigned required to be done in the premises.
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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________________ Chief Executive Officer, Chief _______________, 1998
Rand Bleimeister Financial Officer, and Director
(Principal Executive Officer,
and Principal Financial Officer)
_______________________ Controller (Principal _______________, 1998
Kristy Allan Accounting Officer)
_______________________ Director _______________, 1998
Karl-Magnus S. Karlsson
_______________________ Director _______________, 1998
Michael J. Baum
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INDEX TO EXHIBITS
EXHIBIT PAGE
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5.1 Opinion of Latham & Watkins. 7
10.1 The 1996 Stock Incentive Plan of Scoop, Inc., as Amended 8
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23.1 Consent of Latham & Watkins (included in Exhibit 5.1). 7
23.2 Consent of Deloitte & Touche LLP 9
24.1 Power of Attorney (included on the signature page to this
Registration Statement). 5
6