-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KY12G3shZAs4JcMPZ4ny1eCAYcwiOre09lYJ22x/Rh/95tg49shLBEX7Ux8IBDQt lQQxexPoJsvou2wJ6Z5kDg== /in/edgar/work/20000918/0000893220-00-001076/0000893220-00-001076.txt : 20000923 0000893220-00-001076.hdr.sgml : 20000923 ACCESSION NUMBER: 0000893220-00-001076 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20000918 EFFECTIVENESS DATE: 20000918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERTICALNET INC CENTRAL INDEX KEY: 0001043946 STANDARD INDUSTRIAL CLASSIFICATION: [7310 ] IRS NUMBER: 232815834 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46016 FILM NUMBER: 724639 BUSINESS ADDRESS: STREET 1: 700 DRESHER RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2153286100 MAIL ADDRESS: STREET 1: 700 DRESHER RD CITY: HORSHAM STATE: PA ZIP: 19044 S-8 1 w40498s-8.txt S-8 FOR VERTICAL NET 1 As filed with the Securities and Exchange Commission on September 18, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------- VERTICALNET, INC. (Exact name of issuer as specified in its charter) Pennsylvania 23-2815834 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation of organization) 700 Dresher Road Horsham, Pennsylvania 19044 (Address of principal executive offices) VerticalNet, Inc. Employee Stock Purchase Plan, as amended VerticalNet, Inc. 2000 Equity Compensation Plan VerticalNet, Inc. Equity Compensation Plan for Employees (1999), as amended (Full title of the plans) James W. McKenzie, Jr. Senior Vice President, General Counsel and Secretary VerticalNet, Inc. 700 Dresher Road Horsham, Pennsylvania 19044 (215) 328-6100 (Name, address, telephone number, including area code, of agent for service) ================================================================================ CALCULATION OF REGISTRATION FEE ================================================================================
- ---------------------------------------------------------------------------------------------------------------------- Title of Amount Proposed Proposed Amount of Securities to be to be Maximum Offering Maximum Aggregate Registration Registered Registered(1) Price Per Share(5) Offering Price Fee(6) - ---------------------------------------------------------------------------------------------------------------------- Common Stock, par value 800,000(2) $34,880,000 $9,208 $0.01 per share 10,000,000(3) $43.60 $436,000,000 $115,104 2,000,000(4) $87,200,000 $23,021 - ---------------------------------------------------------------------------------------------------------------------- Totals: 12,800,000 $558,080,000 $147,333 - ----------------------------------------------------------------------------------------------------------------------
=============================================================================== 2 (1) This registration statement covers (i) additional shares of Common Stock of VerticalNet, Inc. that may be offered or sold pursuant to the VerticalNet, Inc. Employee Stock Purchase Plan, as amended, (ii) shares of Common Stock of VerticalNet, Inc. that may be offered or sold pursuant to the VerticalNet, Inc. 2000 Equity Compensation Plan; and (iii) additional shares of Common Stock of VerticalNet, Inc. that may be offered or sold pursuant to the VerticalNet, Inc. Equity Compensation Plan for Employees (1999), as amended. This registration statement also relates to an indeterminate number of shares of Common Stock that may be issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416. (2) Represents additional shares of Common Stock of VerticalNet, Inc. that may be offered or sold pursuant to the VerticalNet, Inc. Employee Stock Purchase Plan. (3) Represents shares of Common Stock of VerticalNet, Inc. that may be offered or sold pursuant to the VerticalNet, Inc. 2000 Equity Compensation Plan. (4) Represents additional shares of Common Stock of VerticalNet, Inc. that may be offered or sold pursuant to the VerticalNet, Inc. Equity Compensation Plan for Employees (1999), as amended. (5) The maximum offering price is estimated solely for the purposes of calculating the registration fee pursuant to 457(c) and (h) using the average of the high and low sales prices reported by the Nasdaq National Market for the Common Stock of VerticalNet, Inc. on September 15, 2000. (6) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate offering price multiplied by .000264. EXPLANATORY NOTE VerticalNet, Inc. (the "Company") files this Registration Statement with respect to (i) 800,000 additional shares of its Common Stock that may be offered or sold pursuant to the VerticalNet, Inc. Employee Stock Purchase Plan, as amended (the "ESPP"), (ii) 10,000,000 shares of its Common Stock that may be offered or sold pursuant to the VerticalNet, Inc. 2000 Equity Compensation Plan, and (iii) 2,000,000 additional shares of its Common Stock that may be offered or sold pursuant to the VerticalNet, Inc. Equity Compensation Plan for Employees (1999), as amended (the "1999 Plan"). With respect to the shares referenced in clause (i) above, the Company files this Registration Statement pursuant to Instruction E of Form S-8 and incorporates by reference the contents of the Registration Statement previously filed by the Company on Form S-8 (File No. 333-72143) on February 11, 1999. The current registration of 800,000 shares of the Registrant's Common Stock will increase the number of shares registered for issuance under the ESPP to 2,000,000 shares. With respect to the shares referenced in clause (iii) above, the Company files this Registration Statement pursuant to Instruction E of Form S-8 and incorporates by reference the contents of the Registration Statements previously filed by the Company on Form S-8 (File Nos. 333-89305 and 333-34222) on October 19, 1999 and April 6, 2000, respectively. The current registration of 2,000,000 shares of the Registrant's Common Stock will increase the number of shares registered for issuance under the 1999 Plan to 14,000,000 shares. 3 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Introductory Note to Part I of Form S-8. 4 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, as filed by the Company with the Securities and Exchange Commission (the "Commission"), are incorporated by reference in this Registration Statement and made a part hereof: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, filed with the Commission on March 30, 2000. (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, filed with the Commission on May 15, 2000. (c) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, filed with the Commission on August 14, 2000. (d) The Company's Current Reports on Form 8-K, as amended, filed with the Commission since December 31, 1999. (e) The description of the Common Stock of the Company contained in a registration statement filed on Form 8-A under the Securities Exchange Act of 1934 filed on January 19, 1999, including any amendment or report filed for the purpose of updating such description. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 herein and to be part hereof from the date of filing of such documents. Any statement contained in any document, all or a portion of which is 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 or incorporated by reference herein modifies or supersedes such statement. Any 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. Certain legal matters with respect to the securities being registered hereby have been passed upon by James W. McKenzie, Jr., Senior Vice President, General Counsel and Secretary of the Company. Mr. McKenzie is paid a salary by, and is a participant in various employee benefits plans of, the Company. Mr. McKenzie beneficially owns Common Stock and has options to purchase Common Stock of the Company. Item 6. Indemnification of Directors and Officers. Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of 1988 (the "PBCL") provide the Company the power to indemnify any officer or director who was or is a party or is threatened to be made a party to any action or proceeding by reason of the fact that he is or was an officer or director of the Company, against expenses, judgments, penalties, fines, and amounts paid in settlement in connection with such action or proceeding, whether the action was instituted by a third party or arose by or in the right of the Company, if such officer or director acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. Section 1743 of the 5 PBCL provides that to the extent that an officer or director of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1741 or 1742 of the PBCL, or in defense of any claim, issue or matter therein, such officer or director shall be indemnified against expenses (including attorneys' fees and disbursements) actually and reasonably incurred by such officer or director in connection therewith. The Company's Amended and Restated Articles of Incorporation provide that the Company shall indemnify any officer or director who was, is, or is threatened to be made a party to a proceeding by reason of the fact that he or she is or was an officer or director of the Company, to the fullest extent permitted under the PBCL. The Amended and Restated Bylaws of the Company provide for the advancement of expenses to an indemnified party upon receipt of an undertaking by the party to repay those amounts if it is finally determined that the indemnified party is not entitled to indemnification. The Bylaws of the Company authorize the Company to take steps to ensure that all persons entitled to indemnification are properly indemnified, including, if the Board of Directors of the Company so determines, purchasing and maintaining insurance. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following is a list of exhibits filed as part of this Registration Statement. Exhibit Number Exhibit ------ ------- 5.1 Opinion of James W. McKenzie, Jr. 23.1 Consent of KPMG LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Kost Forer & Gabbay 23.4 Consent of Tonneson & Company CPAs PC 23.5 Consent of Arthur Andersen LLP 23.6 Consent of James W. McKenzie, Jr. (included within Exhibit 5.1) 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; (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; and (iii) 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; 6 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section 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 Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 that remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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 of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 Horsham, Pennsylvania on September 18, 2000. VERTICALNET, INC. By: /s/ Gene S. Godick ------------------------------------ Gene S. Godick, Executive Vice President and Chief Financial Officer 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/ Mark L. Walsh Chairman of the Board and Director September 18, 2000 - ------------------------------------ Mark L. Walsh /s/ Joseph Galli, Jr. President, Chief Executive Officer and September 18, 2000 - ------------------------------------ Director (principal executive officer) Joseph Galli, Jr. /s/ Michael J. Hagan Executive Vice President, Chief September 18, 2000 - ------------------------------------ Operating Officer and Director Michael J. Hagan /s/ Gene S. Godick Executive Vice President and Chief September 18, 2000 - ------------------------------------ Financial Officer (principal financial Gene S. Godick officer and accounting officer) /s/ Douglas A. Alexander Vice-Chairman of the Board and Director September 18, 2000 - ------------------------------------ Douglas A. Alexander /s/ Jeffrey C. Ballowe Director September 18, 2000 - ------------------------------------ Jeffrey C. Ballowe /s/ Walter W. Buckley, III Director September 18, 2000 - ------------------------------------ Walter W. Buckley, III /s/ Leo J. Hindery, Jr. Director September 18, 2000 - ------------------------------------ Leo J. Hindery, Jr. /s/ Howard D. Ross Director September 18, 2000 - --------------------------- Howard D. Ross
8 VERTICALNET, INC. INDEX TO EXHIBITS Exhibit Number Exhibit ------ ------- 5.1 Opinion of James W. McKenzie, Jr. 23.1 Consent of KPMG LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Kost Forer & Gabbay 23.4 Consent of Tonneson & Company CPAs PC 23.5 Consent of Arthur Andersen LLP 23.6 Consent of James W. McKenzie, Jr. (included within Exhibit 5.1) EX-5.1 2 w40498ex5-1.txt OPINION OF JAMES W. MCKENZIE, JR. 1 EXHIBIT 5.1 September 18, 2000 VerticalNet, Inc. 700 Dresher Road Horsham, Pennsylvania 19044 Re: VerticalNet, Inc.- Registration Statement on Form S-8 ----------------------------------------------------- Ladies and Gentlemen: I am general counsel to VerticalNet, Inc., a Pennsylvania corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the registration of 12,800,000 shares of Common Stock, par value $.01 per share (the "Shares"), of the Company to be issued in connection with the VerticalNet, Inc. Employee Stock Purchase Plan, as amended, the VerticalNet, Inc. 2000 Equity Compensation Plan and the VerticalNet, Inc. Equity Compensation Plan for Employees (1999), as amended (collectively, the "Plans"). In rendering the opinion set forth below, I have reviewed (a) the Registration Statement; (b) the Company's Amended and Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws; (c) certain records of the Company's corporate proceedings as reflected in its minute books; (d) the Plans; and (e) such records, documents, statutes and decisions as I have deemed relevant. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity with the original of all documents submitted to me as copies thereof. Based upon the foregoing, I am of the opinion that the Shares will, when issued in the manner and on the terms described in the Plans, be duly authorized, validly issued, fully paid and non-assessable. I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such opinion, I do not thereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ James W. McKenzie, Jr. - ------------------------------- James W. McKenzie, Jr. EX-23.1 3 w40498ex23-1.txt CONSENT OF KPMG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors VerticalNet, Inc.: We consent to the incorporation by reference in the registration statement on Form S-8 of VerticalNet, Inc. of our reports dated January 28, 2000, with respect to the consolidated balance sheets of VerticalNet, Inc. and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of operations, shareholders' equity (deficit) and comprehensive loss and cash flows for each of the years in the three-year period ended December 31, 1999, and related schedule, which reports appear in the December 31, 1999 annual report on Form 10-K of VerticalNet, Inc. We also consent to the use of our report dated July 29, 1999, except for footnote 7, as to which the date is August 10, 1999, with respect to the balance sheet of CertiSource, Inc. as of December 31, 1998, and the related statements of operations, stockholders' deficit and cash flows for the year ended December 31, 1998, which report appears in the Form 8-K of VerticalNet, Inc. dated August 20, 1999. /s/ KPMG LLP September 15, 2000 Philadelphia, Pennsylvania EX-23.2 4 w40498ex23-2.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report on the financial statements of NECX Exchange, LLC dated December 23, 1999 included in VerticalNet, Inc.'s current report on Form 8-K/A dated December 16, 1999, and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP Boston, Massachusetts September 15, 2000 EX-23.3 5 w40498ex23-3.txt CONSENT OF KOST FORER & GABBAY 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report on the financial statements of Tradeum Inc. dated March 10, 2000, included in VerticalNet, Inc.'s current report on From 8-K/A dated March 23, 2000 and to all references to our Firm included in this registration statement. /s/ KOST FORER & GABBAY A member of Ernst & Young International Tel Aviv, Israel September 18, 2000 EX-23.4 6 w40498ex23-4.txt CONSENT OF TONNESON & COMPANY CPAS PC 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report on the financial statements of R.W. Electronics, Inc. dated January 31, 2000, included in VerticalNet, Inc.'s current report on Form 8-K dated March 31, 2000 and to all references to our Firm included in this registration statement. /s/ TONNESON & COMPANY CPAs PC Wakefield, Massachusetts September 15, 2000 EX-23.5 7 w40498ex23-5.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.5 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports on the financial statements of Techspex, Inc., LabX Technologies Inc. and Isadra, Inc. dated June 15, 1999, July 30, 1999 and June 2, 1999, respectively, which are included in VerticalNet, Inc.'s current reports on Form 8-K dated June 14, 1999, July 29, 1999 and August 25, 1999, respectively, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Philadelphia, Pennsylvania September 15, 2000 -----END PRIVACY-ENHANCED MESSAGE-----