As filed with the Securities and Exchange Commission on June 29, 2001
Registration No. 333-_______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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PREDICTIVE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
417 Fifth Avenue
Delaware New York, New York 10016 13-3808483
(State of Incorporation) (Address of principal executive (IRS Employer
offices, including zip code) Identification Number)
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1999 STOCK INCENTIVE PLAN
(Full title of the plan)
OPTIONS GRANTED TO CERTAIN INDIVIDUAL PURSUANT TO
WRITTEN COMPENSATION AGREEMENTS
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Gary N. Papilsky, Esq.
Executive Vice President and General Counsel
PREDICTIVE SYSTEMS, INC.
417 Fifth Avenue
New York, New York 10016
(212) 659-3400
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered Share Price Registration Fee
- --------------------------------------------------- ---------------- -------------------- -------------------- -----------------
Common Stock, $0.001 par value, to be issued 14,000,000 $3.475(2) $48,650,000 $12,162.50(3)
under the 1999 Stock Incentive Plan (1) shares
Options Granted to Certain Individual Pursuant to
Written Compensation Agreement 1,100,000 $3.73 $4,103,000 $1,025.75
Common Stock, $0.001 par value (4) shares
Options Granted to Certain Individual Pursuant to
Written Compensation Agreement 400,000 $7.46 $2,984,000 $746.00
Common Stock, $0.001 par value (4) shares
TOTAL: 15,500,000 $55,737,000 $13,934.25
shares
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(1) This Registration Statement shall also cover any additional shares of the
Registrant's Common Stock which become issuable under non-Plan Options
granted to certain individuals with respect to the securities registered
hereunder 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
Registrant's outstanding shares of Common Stock
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee
based on the price of $3.475 per share, which was the average of the high
and low price per share of the Registrant's Common Stock as reported on
the Nasdaq National Market on June 28, 2001.
(3) Computed in accordance with Rule 457(f)(1) under the Securities Act of
1933, as amended, to be $12,162.50, which is equal to .00025 multiplied by
the proposed maximum aggregate offering price of $48,650,000.00
(4) The following individual has outstanding options granted pursuant to
written compensation agreements in the amounts and at the exercise prices
per share set forth below:
Optionee Shares Exercise Price Per Share
--------- ------ ------------------------
Andrew Zimmerman 1,100,000 $3.73
Andrew Zimmerman 400,000 $7.46
PREDICTIVE SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
Explanatory Note
This Registration Statement on Form S-8 (this "Registration Statement")
is being filed for the purpose of (i) registering an additional 14,000,000
shares of the Registrant's Common Stock to be issued pursuant to the
Registrant's 1999 Stock Incentive Plan (the "Plan") and (ii) registering options
granted to Andrew Zimmerman to purchase 1,500,000 shares of the Registrant's
Common Stock pursuant to written compensation agreements. The contents of the
Registrant's Form S-8 Registration Statements (Registration Statement Nos.
333-32338, 333-35956 and 333-56414) filed with the SEC on March 13, 2000, May 1,
2000 and March 1, 2001 are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
Predictive Systems, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Quarterly Report on Form 10-Q, filed with
the SEC on May 15, 2001; and
(b) The Registrant's Proxy Statement pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (the "1934 Act"), filed with the SEC on
April 30, 2001; and
(c) The Registrant's Current Report on Form 8-K, filed with
the SEC on April 3, 2001; and
(d) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000, filed with the SEC on April 2, 2001; and
(e) The Registrant's Current Report on Form 8-K/A, filed with
the SEC on February 27, 2001; and
(f) The description of the Registrant's Common Stock to be
offered hereby which is contained in the Registrant's Registration Statement on
Form 8-A as filed pursuant to Section 12(g) of the 1934 Act on October 26, 1999.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of 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 deregisters 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.
Item 5. Interests of Named Experts and Counsel.
Counsel for the Registrant, Wilson Sonsini Goodrich & Rosati,
Professional Corporation, 245 Park
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Avenue, 24th Floor, New York, New York 10167 ("WSGR"), has rendered an opinion
as to the Common Stock offered hereby. As of June 29, 2001, certain members of
WSGR beneficially owned not more than 11,000 shares of the Registrant's Common
Stock.
Item 8. Exhibits.
Exhibit
Number
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5 Opinion and Consent of Wilson Sonsini Goodrich & Rosati,
Professional Corporation
23.1 Consent of Independent Auditors
23.2 Consent of Counsel is contained in Exhibit 5
24 Power of Attorney. Reference is made to page 4 of this
Registration Statement
99.1 Predictive Systems, Inc. 1999 Stock Incentive Plan
99.2 Predictive Systems, Inc. Stand-Alone Stock Option Agreements
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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 June 29, 2001.
PREDICTIVE SYSTEMS, INC.
By: /s/William W. Wyman
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William W. Wyman
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William W. Wyman, Chief Executive
Officer, and Robert L. Belau, President, and either 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 either 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 all that said attorneys and agents, or either 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
/s/ William W. Wyman Chief Executive Officer and Chairman of the Board of
------------------------------------ Directors
William W. Wyman (Principal Executive Officer)
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Robert L. Belau President and Director
/s/ Gerard E. Dorsey Chief Financial Officer
------------------------------------ (Principal Financial and Accounting Officer)
Gerard E. Dorsey
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/s/ Peter L. Bloom Director
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Peter L. Bloom
/s/ Braden R. Kelly Director
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Braden R. Kelly
/s/ Eric Meyer Director
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Eric Meyer
/s/ Ronald G. Pettengill, Jr. Director
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Ronald G. Pettengill, Jr.
Director
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Inder Sidhu
/s/ William L. Smith Director
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William L. Smith
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INDEX TO EXHIBITS
Exhibit
Number Description
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5 Opinion and Consent of Wilson Sonsini Goodrich &
Rosati, Professional Corporation
23.1 Consent of Independent Auditors
23.2 Consent of Counsel is contained in Exhibit 5
24 Power of Attorney. Reference is made to page 4 of
this Registration Statement
99.1 Predictive Systems, Inc. 1999 Stock Incentive Plan
99.2 Predictive Systems, Inc. Stand-Alone Stock Option
Agreements
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