As filed with the Securities and Exchange Commission on January 4, 2002
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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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. Equity Compensation Plan for Employees (1999)
Atlas Commerce, Inc. 1999 Long Term Incentive Plan
(Full title of the plan)
James W. McKenzie, Jr.
Executive 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)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be to be Price Per Offering Registration
Registered Registered(1) Share(2) Price Fee(3)
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Common Stock,
par value $0.01
per share 6,859,927 $1.445 $9,912,594.50 $2369.11
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(1) This registration statement covers 4,500,000 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 and 2,359,927 shares of Common Stock of Verticalnet, Inc.
that may be offered or sold pursuant to the Atlas Commerce Inc. 1999 Long
Term Incentive Plan. 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) 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 December 31, 2001.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by .000239.
EXPLANATORY NOTE
Verticalnet, Inc. (the "Company") files this Registration Statement with
respect to 4,500,000 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 Verticalnet Plan").
With respect to the shares referenced 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. 333-34222 and 333-46016) on April 6, 2000 and
September 18, 2000, respectively. The current registration of 4,500,000 shares
of the Registrant's Common Stock will increase the number of shares registered
for issuance under the 1999 Verticalnet Plan to 18,500,000 shares.
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.
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, 2000, filed with the Commission on April 2, 2001.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, filed with the Commission on May 14, 2001.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001, filed with the Commission on August 13, 2001.
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001, filed with the Commission on November 14, 2001.
(e) The Company's Current Reports on Form 8-K, as amended, filed with
the Commission since December 31, 2000.
(f) 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., Executive 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 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
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5.1 Opinion of James W. McKenzie, Jr.
23.1 Consent of KPMG LLP
23.2 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;
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.
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 January 4, 2002.
VERTICALNET, INC.
By: /s/ Michael J. Hagan
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Michael J. Hagan,
President and Chief Executive 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 January 4, 2002
------------------------------ Director
Mark L. Walsh
/s/ Michael J. Hagan President, Chief Executive January 4, 2002
------------------------------ Officer and Director
Michael J. Hagan (principal executive
officer)
/s/ David Kostman Chief Operating Officer January 4, 2002
------------------------------ and Chief Financial
David Kostman Officer (principal
financial officer and
accounting officer)
/s/ Jeffrey C. Ballowe Director January 4, 2002
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Jeffrey C. Ballowe
/s/ Walter W. Buckley, III Director January 4, 2002
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Walter W. Buckley, III
/s/ Howard D. Ross Director January 4, 2002
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Howard D. Ross
/s/ Robert F. Bernstock Director January 4, 2002
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Robert F. Bernstock
/s/ Kevin McKay Director January 4, 2002
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Kevin McKay
Director
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Satya Nadella
VERTICALNET, INC.
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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5.1 Opinion of James W. McKenzie, Jr.
23.1 Consent of KPMG LLP
23.2 Consent of James W. McKenzie, Jr. (included within
Exhibit 5.1)