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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
NOVEMBER 30, 2004 0-25053
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Date of Report (Date of earliest event reported) Commission File Number
THEGLOBE.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 14-1782422
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(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
110 EAST BROWARD BOULEVARD ,SUITE 1400
FORT LAUDERDALE, FLORIDA 33301
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(Address of Principal Executive Offices) (Zip Code)
(954) 769-5900
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(Registrant's telephone number, including area code)
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
APPROVAL OF THE 2000 STOCK OPTION PLAN, AS AMENDED AND RESTATED
As part of theglobe's (sometimes referred herein as the "Registrant" or the
"Company") Annual Meeting of Stockholders held on November 30, 2004 (the "Annual
Meeting"), the Board of Directors proposed that theglobe's stockholders approve
theglobe's 2000 Stock Option Plan, as amended and restated as of December 1,
2004 (the "2000 Stock Option Plan"). The 2000 Stock Option Plan, as amended and
restated provides for:
o an increase in the number of shares of common stock reserved for issuance
under the 2000 Stock Option Plan by an additional 7,500,000 shares (resulting in
an aggregate of 8,000,000 shares being issuable under the 2000 Stock Option
Plan); and
o removal of the limitation on the number of options that may be awarded to any
individual.
The 2000 Stock Option Plan was approved by the Registrant's stockholders at the
Annual Meeting.
DESCRIPTION OF THE 2000 STOCK OPTION PLAN
The following summary of the 2000 Stock Option Plan is subject, in its entirety,
to the specific language of the 2000 Stock Option Plan, a copy of which is
attached as an exhibit to this Current Report. Our 2000 Stock Option Plan was
adopted by the Board of Directors on April 28, 2000 and has been approved by our
stockholders. 500,000 shares of common stock were initially reserved for
issuance under the 2000 Stock Option Plan. As of October 6, 2004, options to
purchase approximately 444,000 shares were outstanding under the 2000 Stock
Option Plan and approximately 56,000 shares were available for future grant
under the 2000 Stock Option Plan prior to its amendment and restatement.
ADMINISTRATION. The 2000 Stock Option Plan is administered by a committee of the
Board of Directors (the "Committee"). Pursuant to the terms of the 2000 Stock
Option Plan, the Committee may consist of the full Board of Directors or may
consist of at least two non-employee directors. Accordingly, until such time as
non-employee directors are appointed to the Board of Directors, the Board of
Directors shall act as the Committee. All questions of interpretation of the
2000 Stock Option Plan are determined by the Committee, and its determinations
are final and binding upon all participants. Generally, the Committee (1)
approves those persons to whom options and other awards will be granted, and (2)
determines the terms and conditions of options and other awards, including the
purchase price per share of options and the vesting provisions of all awards.
Each of the Committee and the entire Board has the authority to make amendments
or modifications to outstanding options and other awards consistent with the
2000 Stock Option Plan's terms.
ELIGIBILITY. Any of our employees, officers, consultants, advisors or directors
are eligible to participate in the 2000 Stock Option Plan. Incentive stock
options, qualified under Section 422 of the Code, may be granted only to
employees, including officers of theglobe. Nonqualified stock options and shares
of restricted stock may be granted to our employees, directors, consultants or
other independent advisors.
OPTIONS.
Employee Options. The Committee may grant both incentive stock options and
nonqualified stock options to eligible individuals. Each stock option is
evidenced by a stock option agreement between theglobe and the person to whom
such option is granted. The exercise price of stock options under the 2000 Stock
Option Plan are determined by the Committee. In the case of an incentive stock
option, the exercise price must not be less than 100% of the fair market value
of the common stock on the date the option is granted (except that in the case
of an option granted to a stockholder who, immediately prior to such grant, owns
stock representing more than 10% of the voting power or value of all classes of
stock of theglobe, the exercise price must not be less than 110% of such fair
market value). Stock options vest and become exercisable as determined by the
Committee at grant, Special rules may apply in the case of an optionee's death
or disability.
Formula Options. Each director who becomes an eligible non-employee
director for the first time receives an initial grant of options to acquire
25,000 shares of our common stock. In addition, each eligible non-employee
director will receive an annual grant of options to acquire 7,500 shares of our
common stock ("Formula Options") on the first business day following each annual
meeting of stockholders that occurs while either our 1998 Stock Option Plan or
our 2000 Stock Option Plan is in effect. At the time when no further shares are
available for future grant under the 1998 Stock Option Plan, the Formula Options
will continue to be granted under the 2000 Stock Option Plan. The purchase price
per share for shares under each Formula Option will be equal to 100% of the fair
market value of a share on the date of grant. If an optionee's service as a
director terminates for any reason other than "cause" (as defined under the 2000
Stock Option Plan), the Formula Options become fully vested and may be exercised
at any time within two years of termination. If a director's service terminates
for cause, the Formula Options immediately terminate.
Term. Each stock option terminates on the tenth anniversary of grant
unless terminated earlier, or if later, the first anniversary of the date of the
optionee's death, if such death occurs prior to the tenth anniversary.
Nontransferability of Options. An option may not be transferred other than
by will or the laws of descent and distribution or, in the case of an option
other than an incentive stock option, pursuant to a domestic relations order. An
option shall be exercisable during the lifetime of such optionee only by the
optionee or his or her guardian or legal representative. The Committee may,
however, set forth in an option agreement (other than for an incentive stock
option) that the option may be transferred to an immediate family member, trusts
solely for the benefit of such immediate family members, and partnerships in
which such family members and trusts are the only partners. Such permitted
transferee shall be deemed to be the optionee.
RESTRICTED STOCK. The Committee will determine the terms of each restricted
stock award at the time of grant, including the price, if any, to be paid by the
grantee for the restricted stock and the restrictions placed on the shares, if
any. In addition, at the time of grant, the Committee, in its discretion, may
decide:
o whether any deferred dividends will be held for the grantee or deferred until
the restriction lapses;
o whether any deferred dividends will be reinvested in additional shares of
common stock or held in cash;
o whether interest will accrue on any dividends that are not reinvested in
additional shares of restricted stock; and
o whether any stock dividends paid will be subject to the restrictions
applicable to the restricted stock award.
Shares of restricted stock are non-transferable until all restrictions upon such
shares lapse.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of certain changes in
capitalization of theglobe, the Committee will adjust the maximum number and
class of shares or other stock or securities with respect to which options and
restricted stock awards may be granted under the 2000 Stock Option Plan or to
any eligible individual in any three consecutive calendar year period, the
number and class of shares or other stock or securities which are subject to
outstanding options and restricted stock awards and the purchase price
therefore, if applicable.
CHANGE IN CONTROL. In the event of a merger or consolidation of theglobe with or
into another corporation, or a sale of substantially all of theglobe's assets,
each outstanding option and award of restricted stock shall be assumed, or an
equivalent option or award of restricted stock will be substituted, by the
successor company. The options and awards will remain subject to all conditions
and restrictions applicable prior to the assumption or substitution. In the
event that the successor company refuses to or does not assume the outstanding
options and awards, or in the event that the Committee accelerates the
exercisability of the options and/or vesting of restricted stock, the Committee
may authorize the redemption of the shares and/or the unexercised portion of the
options outstanding for an amount equal to the consideration payable per share
of Common Stock in connection with any transaction described above less, in the
case of options, the purchase price per share subject to the option.
AMENDMENT AND TERMINATION. The Board of Directors may at any time or from time
to time amend, modify, suspend or terminate the 2000 Stock Option Plan. However,
no amendment, modification, suspension or termination may adversely effect any
outstanding options or awards of restricted stock without the optionee's
consent. The 2000 Stock Option Plan will terminate by its terms no later than
April 28, 2010.
ITEM 8.01 OTHER EVENTS
INCREASE IN AUTHORIZED CAPITAL STOCK; AUTOMATIC CONVERSION OF SERIES H PREFERRED
STOCK
As part of the Annual Meeting, theglobe's stockholders also approved a proposal
to amend our Certificate of Incorporation for the purpose of increasing the
number of authorized shares of Common Stock of the Company from two hundred
million (200,000,000) shares to five hundred million (500,000,000) shares (the
"Certificate of Amendment"). A copy of the Certificate of Amendment is attached
as an exhibit to this Current Report. On December 1, 2004, theglobe filed the
Certificate of Amendment with the Delaware Secretary of State.
In connection with theglobe's recent acquisition of SendTec, Inc. on September
1, 2004, the Company issued 175,000 shares of Series H Preferred Stock which
were convertible into approximately 17,500,000 shares of Common Stock. We were
able to consummate the acquisition of SendTec, Inc. on September 1, 2004, in
part, by issuing shares of our Series H Preferred Stock since we did not then
have sufficient shares of our Common Stock available to complete the
acquisition. In accordance with the terms of the Series H Preferred Stock, these
shares of Series H Preferred Stock automatically converted into shares of our
Common Stock upon the filing of the Certificate of Amendment with the Delaware
Secretary of State.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
3.1 Certificate of Amendment increasing the authorized capital of theglobe
10.1 2000 Stock Option Plan, as Amended and Restated
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 1, 2004 theglobe.com, inc.
By: /s/ Edward Cespedes
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Edward Cespedes, President
EXHIBIT INDEX
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EXHIBIT
NO. DOCUMENT DESCRIPTION
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3.1 Certificate of Amendment increasing the authorized capital of theglobe
10.1 2000 Stock Option Plan, as Amended and Restated