As filed with the Securities and Exchange Commission on July 26, 2001
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
SUPPORT.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3282005
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
575 Broadway 94063
Redwood City, CA (Zip Code)
(Address of principal
executive offices)
2000 Omnibus Equity Incentive Plan
and
2000 Employee Stock Purchase Plan
(Full title of the plans)
Radha R. Basu Copy to:
President, Chief Executive Officer Allison L. Tilley, Esq.
and Chairman Davina K. Kaile, Esq.
Support.com, Inc. Pillsbury Winthrop LLP
575 Broadway 2550 Hanover Street
Redwood City, CA 94063 Palo Alto, CA 94304
(650) 556-9440 (650) 233-4500
(Name, address and telephone
number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount To Maximum Offering Maximum Aggregate Amount of
To Be Registered/(1)/ Be Registered/(2)/ Price Per Share/(3)/ Offering Price/(3)/ Registration Fee
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Common Stock, par value $0.0001 per share: To be issued 1,657,542 $3.86 $ 6,398,112 $1,600
under the 2000 Omnibus Equity Incentive Plan
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Common Stock, par value $0.0001 per share: To be issued 994,525 $3.86 $ 3,838,867 $ 960
under the 2000 Employee Stock Purchase Plan
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Total 2,652,067 $10,236,979 $2,560
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(1) The securities to be registered include options and rights to acquire
Common Stock.
(2) Calculated pursuant to General Instruction E to Form S-8. Pursuant to Rule
416, this registration statement also covers any additional securities that may
be offered or issued in connection with any stock split, stock dividend,
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.
(3) Estimated pursuant to Rule 457(h) and 457(c) under the Securities Act of
1933 solely for the purposes of calculating the registration fee, based upon the
average of the high and low sales prices of a share of the Registrant's Common
Stock as reported on the Nasdaq National Market on July 23, 2001.
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
General Instruction E Information
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plans is effective.
Registrant's Form S-8 Registration Statement filed with the Securities and
Exchange Commission on October 27, 2000 (File No. 333-48726) is hereby
incorporated by reference.
PART II
Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K (File No. 0-30901) for the
fiscal year ended December 31, 2000, filed with the Commission on March 30,
2001.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, filed with the Commission on May 15, 2001.
(c) The Registrant's Current Report on Form 8-K, filed with the Commission
on January 17, 2001.
(d) The Registrant's Current Report on Form 8-K, filed with the Commission
on April 25, 2001.
(e) The description of Registrant's Capital Stock contained in
Registrant's registration statement on Form 8-A, filed June 27, 2000 (File No.
0-30901) pursuant to Section 12(g) of the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
In addition, all documents filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act of 1934, as amended, on or after the
date of this Registration Statement prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
Any statement contained in this Registration Statement or in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this
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Registration Statement or in any subsequently filed document that is deemed to
be incorporated by reference in this Registration Statement modifies or
supersedes such statement.
Exhibits.
Exhibit
No. Description
--------- -----------------------------------------------------------------
5.1 Opinion of Pillsbury Winthrop LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1)
24.1 Power of Attorney (see page 3)
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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 Redwood City, State of California, on the 26/th/ day
of July, 2001.
SUPPORT.COM, INC.
By /s/ RR BASU
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Radha R. Basu
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Radha R. Basu and Brian M. Beattie, and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments, to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that each of said attorneys-
in-fact and agents, or his substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ RR BASU President, Chief Executive Officer July 26, 2001
----------------------- and Chairman of the Board
Radha R. Basu (Principal Executive Officer)
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Name Title Date
---- ----- ----
/S/ BRIAN M. BEATTIE Senior Vice President, Finance and July 26, 2001
----------------------------------- Administration, Chief Financial
Brian M. Beattie Officer and Secretary (Principal
Financial and Accounting Officer)
/S/ MANUEL F. DIAZ Director July 26, 2001
-----------------------------------
Manuel F. Diaz
/S/ BRUCE GOLDEN Director July 26, 2001
-----------------------------------
Bruce Golden
/S/ CLAUDE M. LEGLISE Director July 26, 2001
-----------------------------------
Claude M. Leglise
/S/ CHRISTOPHER LOCHHEAD Director July 26, 2001
-----------------------------------
Christopher W. Lochhead
/S/ EDWARD SCOTT RUSSELL Director July 26, 2001
-----------------------------------
Edward S. Russell
/S/ ROGER J. SIPPL Director July 26, 2001
-----------------------------------
Roger J. Sippl
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INDEX TO EXHIBITS
Exhibit
No. Description
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5.1 Opinion of Pillsbury Winthrop LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1)
24.1 Power of Attorney (see page 3)
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