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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ebix.com, Inc.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0021975
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1900 E. Golf Road
Schaumburg, Illinois 60173
(Address of principal executive offices, including zip code)
ebix.com, Inc.
2001 Stock Incentive Plan for Employees
(Full title of the plan)
Richard J. Baum
Senior Vice President - Finance and Administration,
Chief Financial Officer
ebix.com, Inc.
1900 E. Golf Road
Schaumburg, Illinois 60173
(847) 789-3047
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount to be Maximum Maximum Amount of
to be Registered Registered Offering Price Aggregate Registration
(1) Per Share(2) Offering Price Fee
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Common Stock, $0.10 par 500,000 $0.87 $435,000.00 $108.75
value per share
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement also covers such (i) indeterminate number of
additional shares which may be necessary to adjust the number of shares
reserved for issuance pursuant to the ebix.com, Inc. 2001 Stock Incentive
Plan for Employees (the "Plan") as the result of any future stock split,
stock dividends, merger, reorganization or similar adjustment to the
Registrant's outstanding Common Stock.
(2) Pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act of
1933, as amended, the proposed maximum aggregate offering price and the
registration fee have been computed based on the average of the high and
low prices of the Common Stock on the Nasdaq SmallCap Market on April 17,
2001.
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 a Section 10(a) prospectus is
omitted from this Registration Statement in accordance with Rule 428(b)
promulgated under the Securities Act of 1993, as amended (the "Securities Act")
and Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by ebix.com, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement on Form S-8 (the "Registration
Statement"):
(a) The Company's Annual Report on Form 10-K under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), for the fiscal year ended December
31, 2000, filed with the Commission on April 2, 2001;
(b) The description of the Common Stock, par value $0.10 per share,
contained in the Company's Registration Statement on Form S-3 filed on September
8, 1995 pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), including any amendments or reports for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, after the date hereof and prior to the filing of
a post-effective amendment which indicates that the securities offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law grants to the Company
the power to indemnify its directors, officers, employees and agents against
liability arising out of their respective capacities as directors, officers,
employees or agents. Article XI of the Company's Certificate of Incorporation
provides for the limitation of personal liability of the directors of the
Company as follows:
ARTICLE XI
A director shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director; provided that this sentence shall not eliminate or limit the
liability of a director (i) for any breach of his 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) under Section 174 of the General Corporation Law, or (iv) for
any transaction from which the director derives any improper personal
benefit. This Article XI shall not eliminate or limit the liability of a
director for any act or omission occurring prior to the date when this
Article becomes effective.
Article VII of the Company's Bylaws provides that the Company shall
indemnify any person who is serving as a director, officer, employee or agent of
the Company or of another entity at the request of the Company against
judgments, fines, settlements and other expenses incurred in such capacity if
such person acted in good faith and in a manner reasonably believed to be in, or
not opposed to, the best interests of the Company and, with respect to any
criminal action, had no reasonable cause to believe his conduct was unlawful. In
the event of an action or suit by or in the right of the Company, 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 for negligence or
misconduct in the performance of his duty to the Company unless and only to the
extent that 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 as the court shall deem proper.
The Company has entered into indemnification agreements with its directors
and executive officers that would require the Company, subject to any
limitations on the maximum permissible indemnification that may exist at law, to
indemnify a director for claims that arise from his service as a director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
--------- -----------
3.1 Certificate of Incorporation, as amended (filed as Exhibit 3.1 to
the Company's Registration Statement on Form S-8 (No. 333-23361),
and incorporated herein by reference).
3.2 By-laws of the Company, as amended (filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, and incorporated herein by reference).
3.3* Resolutions adopted by the Board of Directors of the Company
dated April 7, 2001, amending the By-laws.
3.4 Certificate of Amendment of Certificate of Incorporation (filed
as Exhibit 3.1 to the Company's Form 10-Q for the quarter ended
June 30, 1998, and incorporated herein by reference).
II-2
Exhibit
Number Description
--------- -----------
3.5 Certificate of Amendment of Certificate of Incorporation (filed
as Exhibit 3.4 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999 and incorporated herein
by reference).
4.1* ebix.com, Inc. 2001 Stock Incentive Plan for Employees
5.1* Opinion of Sonnenschein Nath & Rosenthal
23.1* Consent of Sonnenschein Nath & Rosenthal (included in opinion
filed as Exhibit 5.1)
23.2* Consent of Arthur Andersen LLP, Independent Auditors
23.3* Consent of KPMG LLP, Independent Auditors
24.1* Power of Attorney (see signature page)
* Filed herewith.
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 (or the
most recent post-effective amendment thereof);
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above 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 Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
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.
(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
offering.
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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
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C. Insofar as indemnification for liabilities arising under the Securities Act
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 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.
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 Schaumburg, State of Illinois, on the 18th day of
April, 2001.
ebix.com, Inc.
By: /s/ RICHARD J. BAUM
------------------------------------------
Richard J. Baum
Senior Vice President - Finance and
Administration, Chief Financial Officer
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POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Richard J. Baum, as attorney-in-fact with full power of substitution, to execute
in the name and on behalf of each person, individually and in each capacity
stated below, and to file, any and all amendments to this Registration
Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 18th day of April, 2001.
SIGNATURE TITLE
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/s/ ROY L. ROGERS
--------------------------------
Roy L. Rogers Director and Chairman of the Board
/s/ ROBIN RAINA
-------------------------------- President and Chief Executive Officer and Director
Robin Raina (Principal Executive Officer)
/s/ RICHARD J. BAUM
-------------------------------- Senior Vice President and Chief Financial Officer
Richard J. Baum (Principal Financial and Accounting Officer)
/s/ YUVAL ALMOG
--------------------------------
Yuval Almog Director
/s/ WILLIAM R. BAUMEL
--------------------------------
William R. Baumel Director
/s/ LARRY G. GERDES
--------------------------------
Larry G. Gerdes Director
/s/ DOUGLAS C. CHISHOLM
--------------------------------
Douglas C. Chisholm Director
/s/ DENNIS DRISLANE
--------------------------------
Dennis Drislane Director
/s/ WILLIAM G. RICH
--------------------------------
William G. Rich Director
II-5
INDEX TO EXHIBITS
Exhibit
Number Description
--------- -----------
3.1 Certificate of Incorporation, as amended (filed as Exhibit 3.1 to
the Company's Registration Statement on Form S-8 (No. 333-23361),
and incorporated herein by reference).
3.2 By-laws of the Company, as amended (filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, and incorporated herein by reference).
3.3* Resolutions adopted by the Board of Directors of the Company dated
April 7, 2001, amending the By-laws.
3.4 Certificate of Amendment of Certificate of Incorporation (filed as
Exhibit 3.1 to the Company's Form 10-Q for the quarter ended June
30, 1998, and incorporated herein by reference).
3.5 Certificate of Amendment of Certificate of Incorporation (filed as
Exhibit 3.4 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 and incorporated herein by
reference).
4.1* ebix.com, Inc. 2001 Stock Incentive Plan for Employees
5.1* Opinion of Sonnenschein Nath & Rosenthal
23.1* Consent of Sonnenschein Nath & Rosenthal (included in opinion
filed as Exhibit 5.1)
23.2* Consent of Arthur Andersen LLP, Independent Auditors
23.3* Consent of KPMG LLP, Independent Auditors
24.1* Power of Attorney (see signature page)
* Filed herewith.