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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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theglobe.com, inc.
(Exact name of registrant as specified in its charter)
DELAWARE 14-1781422
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
110 E. BROWARD BLVD.
14TH FLOOR
FORT LAUDERDALE, FL 33301
(Address of registrant's principal executive offices)
THEGLOBE.COM, INC. 2000 STOCK OPTION PLAN
AS AMENDED AND RESTATED
(Full title of the plans)
CORPORATION SERVICE COMPANY
2711 CENTERVILLE ROAD, SUITE 400
WILMINGTON, DELAWARE 19808
800-927-9800
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Each Class of Proposed Maximum Proposed Maximum
Securities Amount To Be Offering Price Aggregate Amount Of Registration
To Be Registered Registered(1) Per Share Offering Price Fee
Common Stock, par 7,500,000(2) $0.43(3) $3,225,000(4) $408.61(5)
value $.001 per share shares
(1) Plus such additional number of shares as may be required in the event of a
stock dividend, stock split, recapitalization or other similar event in
accordance with Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act").
(2) Such shares are being registered for issuance under our Amended and
Restated 2000 Stock Option Plan. 500,000 shares were registered for
issuance under our 2000 Stock Option Plan pursuant to our registration
statement on Form S-8 filed with the Securities and Exchange Commission on
April 27, 2001 (filenumber 333-59736) (the "Original Registration
Statement"). The contents of the Original Registration Statement are
incorporated herein by reference.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) of the Securities Act based upon the average of
the high and low prices of the Registrant's Common Stock, par value $.001
per share, as reported by the Over the Counter Bulletin Board on December
28, 2004.
(4) The proposed maximum offering price is based on the 7,500,000 shares being
registered for issuance under our Amended and Restated 2000 Stock Option
Plan pursuant to this registration statement. The registration fee for the
500,000 shares registered for issuance under our 2000 Stock Option Plan
pursuant to the Original Registration Statement was paid upon the filing
thereof.
(5) The registration fee has been calculated exclusive of the 500,000 shares
that were registered under our 2000 Stock Option Plan pursuant to the
Original Registration Statement.
EXPLANATORY NOTE:
This registration statement relates to the registration of an additional
7,500,000 shares of common stock of theglobe.com, inc., $.001 par value, that
may be issued under our Amended and Restated 2000 Stock Option Plan. Subject to
adjustment as provided therein, the maximum number of shares of our common stock
that may be issued under our Amended and Restated 2000 Stock Option Plan is
8,000,000. The contents of our registration statement on Form S-8 as filed with
the Securities and Exchange Commission on April 27, 2001 (file number 333-59736)
are hereby incorporated by reference.
PART II
Item 8. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBITS
4.1 Form of Fourth Amended and Restated Certificate of Incorporation
of the Company previously filed as Exhibit 3.1 to the Company's
Registration Statement No. 333-59751 on Form S-1/A filed on
September 15, 1998 (incorporated herein by reference).
4.2 Certificate of Amendment to Fourth Amended and Restated
Certificate of Incorporation of the Company previously filed as
Exhibit 3.2 to the Company's Registration Statement on Form SB-2
filed with the SEC on April 16, 2004 (incorporated herein by
reference).
4.3 Certificate of Amendment to Fourth Amended and Restated
Certificate of Incorporation filed with the Secretary of State of
Delaware on July 29, 2003 previously filed as Exhibit 3.3 to the
Company's Registration Statement on Form SB-2 filed with the SEC
on April 16, 2004 (incorporated herein by reference).
4.4 Certificate relating to Previously Outstanding Series of Preferred
Stock and Relating to the Designation, Preferences and Rights of
the Series F Preferred Stock filed as Exhibit 3.4 to the Company's
Registration Statement on Form SB-2, filed with the Securities and
Exchange Commission on April 16, 2004 (incorporated herein by
reference).
4.5 Certificate of Amendment Relating to the Designation Preferences
and Rights of the Junior Participating Preferred Stock previously
filed as Exhibit 3.5 to the Company's Registration Statement on
Form SB-2, filed with the Securities and Exchange Commission on
April 16, 2004 (incorporated herein by reference).
4.6 Certificate of Amendment to the Fourth Amended and Restated
Certificate of Incorporation, as amended, of the Company
previously filed as Exhibit 4.2 to the Company's Current Report on
Form 8-K filed on September 8, 2004 (incorporated herein by
reference).
4.7 Certificate of Amendment to the Fourth Amended and Restated
Certificate of Incorporation, as amended, of the Company
previously filed as Exhibit 3.1 to the Company's Current Report on
Form 8-K filed on December 2, 2004 (incorporated herein by
reference).
4.8 Amended and Restated 2000 Stock Option Plan (filed as Exhibit 10.1
to the Company's Current Report on Form 8-K filed on December 2,
2004 (incorporated herein by reference).
5.1 Opinion of Proskauer Rose LLP (filed herewith).
23.1 Consent of Proskauer Rose LLP (included in Exhibit 5.1).
23.2 Consent of Rachlin Cohen & Holtz LLP (filed herewith).
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and duly caused this Registration Statement to be signed
on its behalf of the undersigned, thereunto duly authorized, in the city of Fort
Lauderdale, State of Florida, on January 3, 2005.
theglobe.com, inc.
By: /s/ Albert J. Detz
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Albert J. Detz
Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS
4.1 Form of Fourth Amended and Restated Certificate of Incorporation
of the Company previously filed as Exhibit 3.1 to the Company's
Registration Statement No. 333-59751 on Form S-1/A filed on
September 15, 1998 (incorporated herein by reference).
4.2 Certificate of Amendment to Fourth Amended and Restated
Certificate of Incorporation of the Company previously filed as
Exhibit 3.2 to the Company's Registration Statement on Form SB-2
filed with the SEC on April 16, 2004 (incorporated herein by
reference).
4.3 Certificate of Amendment to Fourth Amended and Restated
Certificate of Incorporation filed with the Secretary of State of
Delaware on July 29, 2003 previously filed as Exhibit 3.3 to the
Company's Registration Statement on Form SB-2 filed with the SEC
on April 16, 2004 (incorporated herein by reference).
4.4 Certificate relating to Previously Outstanding Series of Preferred
Stock and Relating to the Designation, Preferences and Rights of
the Series F Preferred Stock filed as Exhibit 3.4 to the Company's
Registration Statement on Form SB-2, filed with the Securities and
Exchange Commission on April 16, 2004 (incorporated herein by
reference).
4.5 Certificate of Amendment Relating to the Designation Preferences
and Rights of the Junior Participating Preferred Stock previously
filed as Exhibit 3.5 to the Company's Registration Statement on
Form SB-2, filed with the Securities and Exchange Commission on
April 16, 2004 (incorporated herein by reference).
4.6 Certificate of Amendment to the Fourth Amended and Restated
Certificate of Incorporation, as amended, of the Company
previously filed as Exhibit 4.2 to the Company's Current Report on
Form 8-K filed on September 8, 2004 (incorporated herein by
reference).
4.7 Certificate of Amendment to the Fourth Amended and Restated
Certificate of Incorporation, as amended, of the Company
previously filed as Exhibit 3.1 to the Company's Current Report on
Form 8-K filed on December 2, 2004 (incorporated herein by
reference).
4.8 Amended and Restated 2000 Stock Option Plan previously filed as
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on
December 2, 2004 (incorporated herein by reference).
5.1 Opinion of Proskauer Rose LLP (filed herewith).
23.1 Consent of Proskauer Rose LLP (included in Exhibit 5.1).
23.2 Consent of Rachlin Cohen & Holtz LLP (filed herewith).