As filed with the Securities and Exchange Commission on January 26, 2001
Registration No. 333-95417
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
FORM S-8/A
To
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GENESISINTERMEDIA.COM, INC.
(Exact name of issuer as specified in its charter)
Delaware 95-4710370
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5805 Sepulveda Boulevard, 4th Floor
Van Nuys, CA 91411
(818) 902-4300
(Address of Principal Executive Offices)
GENESISINTERMEDIA.COM, INC.
SECOND AMENDED AND RESTATED 1998 STOCK INCENTIVE PROGRAM
(Full Title of the Plan)
Ramy El-Batrawi
GenesisIntermedia.com, Inc.
5805 Sepulveda Blvd., 8th Floor
Van Nuys, CA 91411
(Name and address of Agent for Service)
(818) 902-4300
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Theodore R. Maloney
Nida & Maloney, LLP
800 Anacapa St.
Santa Barbara, CA 93101
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered (1) share (2) price (2) registration fee
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value
$.001 per share 800,000 $19.25 $15,400,000 $3,850
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(1) 800,000 additional shares of common stock of GenesisIntermedia.com, Inc.
are being registered for issuance pursuant to the GenesisIntermedia.com,
Inc. Second Amended and Restated 1998 Stock Incentive Program ("Stock
Incentive Program"). These shares reflect an increase of 800,000 shares
authorized under the Stock Incentive Program. Pursuant to General
Instruction to Form S-8, the registration fee is calculated only with
respect to such additional shares. 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) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee, based upon the average of the high and low prices of a
share of common stock of GenesisIntermedia.com, Inc. on January 25, 2001,
as reported by the Nasdaq Stock Market, Inc.
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EXPLANATORY NOTE
GenesisIntermedia.com, Inc., a Delaware corporation (the "Registrant"),
hereby files this Post-Effective Amendment No. 1 to its Registration Statement
on Form S-8 (Registration No. 333-95417) (the "Registration Statement") filed
with the Securities and Exchange Commission on January 26, 2000 for the purpose
of registering an additional 800,000 shares of the Registrant's common stock,
par value $0.001 per share, issuable upon the grants of awards or the exercise
of options granted pursuant to the GenesisIntermedia.com, Inc. Second Amended
and Restated 1998 Stock Incentive Program. (the "Plan"). Pursuant to General
Instruction E to Form S-8, the Registrant incorporates by reference herein the
contents of the Registration Statement, including the information incorporated
therein by reference.
Originally, 600,000 shares of the Company's common stock were authorized
for issuance under the Plan. On June 9, 2000, the Board approved an increase in
the aggregate number of shares of common stock authorized for issuance under the
Plan from 600,000 to 1,400,000 shares. The stockholders voted to approve the
increase in the Plan's authorized shares at the 2000 Annual Meeting, held on
June 9, 2000. This Registration Statement covers the increase of 800,000 shares
of common stock issuable under the Plan, bringing the total number of authorized
shares to 1,400,000. On August 28, 2000 the board of directors further amended
and restated the Plan, subject to stockholder approval within 12 months of such
approval.
Item 8. Exhibits.
See Exhibit Index at page 4.
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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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Van Nuys, State of
California on this 26 day of January 2001.
GENESISINTERMEDIA.COM, INC.
By: /s/ Ramy El-Batrawi
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Ramy El-Batrawi
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Ramy El-Batrawi Chief Executive Officer, Chairman January 26, 2001
--------------------------------- (Principal Executive Officer) and Director
Ramy El-Batrawi
/s/ Douglas E. Jacobson Chief Financial Officer (Principal Financial January 26, 2001
--------------------------------- and Accounting Officer) and Director
Douglas E. Jacobson
___________________________ Director January ___, 2001
George W. Heyworth
___________________________ Director January ___, 2001
Michael Roy Fugler
/s/ Stephen A. Webber Director January 26, 2001
---------------------------------
Stephen A. Webber
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GENESISINTERMEDIA.COM, INC.
INDEX TO EXHIBITS
Exhibit
Number Exhibit Filed (F)
------- ------- ---------
4.1 GenesisIntermedia.com, Inc. Second Amended and Restated 1998 Stock
Incentive Program F
4.2 Specimen Stock Certificate *
5.1 Opinion of Nida & Maloney, LLP F
23.1 Consent of Singer Lewak Greenbaum & Goldstein, LLP F
23.2 Consent of Nida & Maloney, LLP (included within Exhibit 5.1) F
24.1 Power of Attorney (included on signature page of original registration statement) *
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* Previously filed with the registration statement on Form S-8 filed on January
26, 2000.
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