-----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, RRdnINcm5Q+AlohjfC1jR3fmx8U/Nn4t64w3xj5Lbi3TMabR3jQXcS+y+om2aXyZ tNfDqwjHEpYhPQCAl4po2w== 0000950123-01-501861.txt : 20010507 0000950123-01-501861.hdr.sgml : 20010507 ACCESSION NUMBER: 0000950123-01-501861 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010504 EFFECTIVENESS DATE: 20010504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDGAR ONLINE INC CENTRAL INDEX KEY: 0001080224 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061447017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-60246 FILM NUMBER: 1622920 BUSINESS ADDRESS: STREET 1: 50 WASHINGTON ST CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038525666 MAIL ADDRESS: STREET 1: 50 WASHINGTON ST CITY: NORWALK STATE: CT ZIP: 06854 S-8 1 y48565s-8.txt EDGAR ONLINE, INC. 1 As filed with the U.S. Securities and Exchange Commission on May 4, 2001 Registration No. 333-____________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 EDGAR ONLINE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 13-3781263 (State or Other Jurisdiction (IRS Employer Identification No.) of Incorporation or Organization) 50 Washington Street Norwalk, Connecticut 06854 (Address of Principal Executive Offices) (Zip Code) EDGAR ONLINE, INC. 1996 STOCK OPTION PLAN EDGAR ONLINE, INC. 1999 STOCK OPTION PLAN (Full Title of the Plans) Marc Strausberg Chairman of the Board EDGAR Online, Inc. 50 Washington Street Norwalk, Connecticut 06854 (Name and Address of Agent for Service) (203) 852-5666 (Telephone Number, Including Area Code, of Agent for Service) 2 CALCULATION OF REGISTRATION FEE
========================================================================================================================= Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) per Share Price Fee ---------- ------------ --------- --------- ------------ 1996 Stock Option Plan Common Stock, $2.32 (2) $ 1,771,320 $ 442.83 $0.01 par value 763,500 Shares Common Stock, $1.125 (3) $ 41,062.50 $ 10.26 $0.01 par value 36,500 ========================================================================================================================= 1999 Stock Option Plan Common Stock, $4.55 (2) $ 5,757,952 $1,439.49 $0.01 par value 1,265,484 Common Stock $1.125 (3) $151,330.50 $ 37.83 $0.01 par value 134,516
(1) This Registration Statement covers 800,000 shares authorized to be offered by the 1996 Stock Option Plan ("1996 Plan") and 1,400,000 shares authorized to be offered under the 1999 Stock Option Plan, as amended ("1999 Plan")(collectively referred to as the "Plans"). Additionally, this Registration Statement covers an indeterminable number of shares of Common Stock which may hereinafter become issuable under the Plans 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) The price is estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act") solely for the purposed of calculating the registration fee. The computation is based on the weighted average exercise price (rounded to the nearest cent) per share of outstanding options under the referenced plan, the shares issuable under which are registered hereby. (3) The price is 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 high and low sale prices of the Common Stock as reported on the Nasdaq National Market on April 27, 2001. 2 3 PART II Information Required in the Registration Statement ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE EDGAR Online, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the U.S. Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed with the Commission on March 29, 2001; and (b) The description of our Common Stock contained in our Registration Statement No. 000-26071 on Form 8-A filed with the Commission under Section 12 of the Securities Exchange Act of 1934, as amended ("1934 Act"), on May 14, 1999, including any amendment or report filed for the purpose of updating such description. II-1 4 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 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 125(a) of the DGCL provides in relevant part that "[a] corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful." With respect to derivative actions, Section 145(b) of the DGCL provides in relevant part that "[a] corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor . . . [by reason of the person's service in one of the capacities specified in the preceding sentence] against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the corporation except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper." The Registrant's Amended and Restated Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty to the full extent permitted by Delaware law. The Registrant's Amended and Restated By-laws provide that: - The Registrant must indemnify its directors and officers to the fullest extent permitted by Delaware law, subject to certain very limited exceptions; II-2 5 - The Registrant may indemnify its other employees and agents to the same extent that it indemnify its officers and directors, unless otherwise required by law, its certificate of incorporation, our bylaws or agreements; and - The Registrant must advance expenses as incurred, to its directors and executive officers in connection with legal proceedings to the fullest extent permitted by Delaware law, subject to certain very limited exceptions. The Registrant has obtained liability insurance for its officers and directors. At present, there is no pending litigation or proceeding involving any director, officer, employee or agent as to which indemnification will be required or permitted under the Certificate of Incorporation. The Registrant is not aware of any threatened litigation or proceeding that may result in a claim for such indemnification. The above discussion of the Company's Amended and Restated Certificate of Incorporation and Amended and Restated By-laws and of Section 145 of the Delaware General Corporation Law is not intended to be exhaustive and is respectively qualified in its entirety by such restated certificate of incorporation, amended and restated by-laws and statute. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS Exhibit Number Exhibit - -------------- ------- 4.1* 1996 Stock Option Plan 4.2** 1999 Stock Option Plan 5 Opinion of Littman Krooks & Roth P.C. 23.1 Consent of KPMG LLP, Independent Accountants 23.2 Consent of Littman Krooks & Roth P.C., as contained in Exhibit 5 24.1 Power of Attorney * Incorporated by reference with the Registrant's Registration Statement ("Registration Statement") on Form S-1, as filed with the Commission on March 30, 1999. ** Incorporated by reference with Amendment No.1 to the Registration Statement, as filed with the Commission on May 7, 1999. 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, (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 Securities Act each such post-effective amendment shall be deemed II-3 6 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 1996 Plan and 1999 Plan, as amended. 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 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 Securities 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 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 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. II-4 7 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 Norwalk, State of Connecticut on this 4th day of May, 2001. EDGAR Online, INC. /s/ Marc Strausberg By: --------------------------- Marc Strausberg Chairman of the Board of Directors and Chief Information Officer II-5 8 SECTION AND EXCHANGE COMMISSION WASHINGTON, D.C. EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933 EDGAR ONLINE, INC. EXHIBIT INDEX -------------
Number Exhibit ------ ------- 4.1* 1996 Stock Option Plan 4.2** 1999 Stock Option Plan 5 Opinion of Littman Krooks & Roth P.C. 23.1 Consent of KPMG LLP, Independent Accountants 23.2 Consent of Littman Krooks & Roth P.C., as contained in Exhibit 5 24.1 Power of Attorney
* Incorporated by reference with the Registrant's Registration Statement on Form S-1, as filed with the Commission on March 30, 1999. ** Incorporated by reference to exhibit with corresponding number filed with Amendment No.1 to the Registration Statement, as filed with the Commission on May 7, 1999. EX-5 2 y48565ex5.txt OPINION OF LITTMAN KROOKS & ROTH P.C. 1 Exhibit 5 OPINION AND CONSENT OF LITTMAN KROOKS & ROTH P.C. May 4, 2001 EDGAR Online, Inc. 50 Washington Street Norwalk, Connecticut 06854 Re: EDGAR Online, Inc. (the "Company") - Registration Statement for an aggregate of 2,200,000 Shares of Common Stock Dear Ladies and Gentlemen: We refer to your registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of (i) 800,000 shares of the Company's common stock (the "Shares") for issuance under the Company's 1996 Stock Option Plan (the "1996 Plan") and (ii) 1,400,000 Shares for issuance under the Company's 1999 Stock Option Plan, as amended (the "1999 Plan") (collectively, the "Plans"). We advise you that, in our opinion, when such shares have been issued and sold pursuant to the applicable provisions of the applicable Plan and in accordance with the Registration Statement, such shares will be validly issued, fully paid and nonassessable shares of the Company's Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plans or the Shares issuable under such Plans. Very truly yours, /s/ Littman Krooks & Roth P.C. LITTMAN KROOKS & ROTH P.C. EX-23.1 3 y48565ex23-1.txt CONSENT OF KPMG LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 1, 2001 included in EDGAR Online Inc.'s Form 10-K for the year ended December 31, 2000 and to all references to our firm included in this Registration Statement. /s/ KPMG LLP Stamford, Connecticut May 4, 2001 EX-24.1 4 y48565ex24-1.txt POWER OF ATTORNEY 1 Exhibit 24.1 POWER OF ATTORNEY We, the undersigned directors and/or officers of EDGAR Online, Inc. (the "Company"), hereby severally constitute and appoint Marc Strausberg, Chairman of the Board of Directors and Chief Information Officer, the Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer and Directors, and each of them individually, 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. 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(s) Title(s) ------------ -------- /s/ SUSAN STRAUSBERG Chief Executive Officer, April 30, 2001 - -------------------- and Director Susan Strausberg /s/ GREG D. ADAMS Chief Financial Officer April 30, 2001 - -------------------- Greg D. Adams /s/ MARC STRAUSBERG Chairman of the Board April 30, 2001 - -------------------- Marc Strausberg /s/ TOM VOS President, Director April 30, 2001 - -------------------- Tom Vos /s/ ALBERT E. GIROD Chief Technology Officer, April 30, 2001 - -------------------- Executive Vice President Albert E. Girod and Director /s/ STEFAN CHOPIN Director April 30, 2001 - -------------------- Stefan Chopin /s/ MARK MAGED Director April 30, 2001 - -------------------- Mark Maged /s/ BRUCE BEZPA Director April 30, 2001 - -------------------- Bruce Bezpa
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