As filed with the Securities and Exchange Commission on May 25, 1999
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STARMEDIA NETWORK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1461770
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
29 WEST 36TH STREET, FIFTH FLOOR
NEW YORK, NEW YORK 10018
(Address of principal executive offices) (Zip Code)
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1997 STOCK OPTION PLAN
1998 STOCK PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
----------------------
FERNANDO J. ESPUELAS
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
STARMEDIA NETWORK, INC.
29 WEST 36TH STREET, FIFTH FLOOR
NEW YORK, NEW YORK 10018
(Name and address of agent for service)
(212) 548-9600
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
---------- ------------- ------------ ------------ ------------
1997 Stock Option Plan
Common Stock, $0.001 par value 2,000,000 shares $ 20.00 $ 40,000,000.00 $ 11,120.00
1998 Stock Plan
Common Stock, $0.001 par value 15,375,140 20.00 307,502,800.00 85,486.00
1999 Employee Stock Purchase Plan
Common Stock, $0.001 par value 1,500,000 20.00 30,000,000.00 8,340.00
===========
Aggregate Registration Fee $104,946.00
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1999 Employee Stock Purchase
Plan, 1998 Stock Plan or 1997 Stock Option Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration which results
in an increase in the number of the outstanding shares of Registrant's
Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the highest proposed
selling price per share of Registrant's Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
StarMedia Network, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Registration Statement No. 333-74659 on Form S-1
filed with the Commission on March 18, 1999 and Amendments Nos. 1
through 7 thereto;
(b) The Registrant's prospectus filed with the Commission pursuant to Rule
424(a) promulgated under the Securities Act of 1933, as amended (the
"1933 Act"), in connection with the Registrant's Registration
Statement No. 333-74659, in which there is set forth the audited
financial statements for the Registrant's fiscal year ended December
31, 1998; and
(c) The Registrant's Registration Statement No. 000-15015 on Form 8-A
filed with the Commission on May 20, 1999, pursuant to Section 12(b)
of the Securities Exchange Act of 1934 (the "Exchange Act"), in which
there is described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of 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 subsequently filed document which also 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. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") makes
provision for the indemnification of officers and directors in terms
sufficiently broad to indemnify officers and directors under certain
circumstances from liabilities (including reimbursement for expenses
incurred) arising under the 1933 Act. Section 145 of the DGCL empowers a
corporation to indemnify its directors and officers and to purchase insurance
with respect to liability arising out of their capacity or status as
directors and officers, provided that this provision shall not eliminate or
limit the liability of a director: (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) arising under Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit.
The DGCL provides further that the indemnification permitted thereunder shall
not be deemed exclusive of any other rights to which the directors and
officers may be entitled under the corporation's bylaws, any agreement, a
vote of stockholders or otherwise.
The certificate of incorporation of the Registrant provides for
indemnification of its directors against, and absolution of, liability to
the Registrant and its stockholders to the fullest extent permitted by the
DGCL. The Registrant intends to purchase directors' and officers' liability
insurance covering liabilities that may be incurred by its directors and
officers in connection with the performance of their duties.
The employment agreements that the Registrant has with Fernando J.
Espuelas, its Chief Executive officer, and Jack C. Chen, its President,
provide that such executives will be indemnified by the Registrant for all
liabilities relating to their status as officers or directors of the
Registrant, and any actions committed or omitted by the executives, to the
maximum extent permitted by law of the State of Delaware.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
II-2
Item 8. EXHIBITS
EXHIBIT NUMBER EXHIBIT
4 Instruments Defining the Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 000-15015 on Form 8-A,
together with any exhibits thereto, which are incorporated herein by
reference pursuant to Item 3(c) to this Registration Statement.
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to pages II-3 to II-4 of this
Registration Statement.
99.1 StarMedia Network, Inc. 1997 Stock Option Plan.
99.2 StarMedia Network, Inc. 1998 Stock Plan.
99.3 Form of Stock Option Agreement.
99.4 Form of Stock Option Agreement-Early Exercise.
99.5 StarMedia Network, Inc. 1999 Employee Stock Purchase Plan.
99.6 StarMedia Network, Inc. 1999 Employee Stock Purchase Plan Form of
Subscription Agreement.
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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 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; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Registrant's
1997 Stock Option Plan, 1998 Stock Plan or 1999 Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
II-3
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 New York, State of New York on this 25th day of
May, 1999.
STARMEDIA NETWORK, INC.
By: /s/ Fernando J. Espuelas
--------------------------------------
Fernando J. Espuelas
Chief Executive Officer and
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of StarMedia Network, Inc.,
a Delaware corporation, do hereby constitute and appoint Fernando J.
Espuelas, Chief Executive Officer and Chairman of the Board of Directors, and
Jack C. Chen, President, and each of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting
the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that all said attorneys and agents,
or any one of them, shall do or cause to be done by virtue hereof. This Power
of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Fernando J. Espuelas Chief Executive Officer and Chairman of May 25, 1999
- ---------------------------- the Board of Directors (Principal
Fernando J. Espuelas Executive Officer)
/s/ Jack C. Chen
- ---------------------------- President and Director May 25, 1999
Jack C. Chen
/s/ Steven J. Heller Chief Financial Officer (Principal May 25, 1999
- ---------------------------- Financial and Accounting Officer)
Steven J. Heller
II-4
/s/ Douglas M. Karp
- ------------------------------ Director May 25, 1999
Douglas M. Karp
/s/ Christopher T. Linen
- ------------------------------ Director May 25, 1999
Christopher T. Linen
/s/ Gerardo M. Rosenkranz
- ------------------------------ Director May 25, 1999
Gerardo M. Rosenkranz
/s/ Susan L. Segal
- ------------------------------ Director May 25, 1999
Susan L. Segal
/s/ Frederick R. Wilson
- ------------------------------ Director May 25, 1999
Frederick R. Wilson
II-5
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
4 Instruments Defining the Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 000-15015 on Form 8-A,
together with any exhibits thereto, which are incorporated herein by
reference pursuant to Item 3(c) to this Registration Statement.
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to pages II-3 to II-4 of this
Registration Statement.
99.1 StarMedia Network, Inc. 1997 Stock Option Plan
99.2 StarMedia Network, Inc. 1998 Stock Plan.
99.3 Form of Stock Option Agreement.
99.4 Form of Stock Option Agreement-Early Exercise.
99.5 StarMedia Network, Inc. 1999 Employee Stock Purchase Plan.
99.6 StarMedia Network, Inc. 1999 Employee Stock Purchase Plan
Form of Subscription Agreement.