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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 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
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NETZEE, INC.
(Exact Name of Registrant as specified in its Charter)
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Georgia 58-2488883
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
6190 Powers Ferry Road
Suite 400, Atlanta, Georgia 30339
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(Address of Principal Executive Offices) (Zip Code)
NETZEE, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
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(Full title of the Plan)
Donny R. Jackson
Chief Executive Officer
Netzee, Inc.
6190 Powers Ferry Road, Suite 400
Atlanta, Georgia 30339
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(Name and Address of Agent for Service)
(770) 850-4000
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(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered(1) Per Share Price Registration Fee
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Common Stock, no par value 1,506,465 $0.55(2) $828,555.75(2) $207.14
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Total ...................................................................................... $207.14(3)
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the Netzee, Inc. 1999 Stock Option and Incentive Plan as the result
of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of Netzee, Inc., pursuant to Rule 416(a).
(2) The price is estimated in accordance with Rule 457(h) under the
Securities Act of 1933, solely for the purpose of calculating the
registration fee, and represents the average of the high and low sale
prices of the Common Stock of Netzee, Inc. on the Nasdaq National
Market on April 27, 2001.
(3) Does not include an additional 4,816,768 shares of Common Stock being
carried forward pursuant to Rule 429 from the Registration Statement on
Form S-8 filed on February 11, 2000 (File No. 333-30252). A
registration fee of $14,503.90 was previously paid in connection with
the filing of such Registration Statement.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 filed by Netzee, Inc.
("Netzee") relates to an additional 1,506,465 shares of Netzee common stock, no
par value per share ("Common Stock"), issuable pursuant to the Netzee, Inc. 1999
Stock Option and Incentive Plan (the "Plan").
Netzee previously registered an aggregate of 4,816,768 shares of Common
Stock for issuance under the Plan under a Registration Statement on Form S-8
filed with the Securities and Exchange Commission on February 11, 2000 (File No.
333-30252) (the "Initial Registration Statement").
Pursuant to General Instruction E to Form S-8, the contents of the
Initial Registration Statement are hereby incorporated by reference into this
Registration Statement, except as and to the extent otherwise set forth herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus has been omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Netzee has entered into indemnification agreements with each of its
directors and executive officers that indemnify such directors and officers to
fullest extent permitted by the Georgia Business Corporation Code.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 Amended Articles of Incorporation of Netzee, Inc., as amended to date.(3)
4.2 Amended and Restated Bylaws of Netzee, Inc., as amended.(4)
4.3 Form of Netzee, Inc. common stock certificate.(1)
4.4.1 Form of Netzee, Inc. Series A 8% Convertible Preferred Stock certificate.(2)
4.4.2 Form of Netzee, Inc. Series B 8% Convertible Preferred Stock certificate.(3)
5.1 Opinion of Sutherland Asbill & Brennan LLP regarding the legality of the
securities being offered hereby.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Sutherland Asbill & Brennan LLP is contained in Exhibit 5.1.
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(1) Previously filed as an exhibit to Netzee, Inc.'s Registration
Statement on Form S-1 (File No. 333-87089), and hereby
incorporated by reference herein.
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(2) Previously filed as an exhibit to Netzee, Inc.'s Form 10-Q for
the quarter ended September 30, 1999, as filed with the
Securities and Exchange Commission on December 22, 1999, and
hereby incorporated by reference herein.
(3) Previously filed as an exhibit to Netzee, Inc.'s Form 10-Q for
the quarter ended September 30, 2000, as filed with the
Securities and Exchange Commission on November 14, 2000, and
hereby incorporated by reference herein.
(4) Previously filed as an exhibit to Netzee, Inc.'s Form 10-K for
the fiscal year ended December 31, 1999 as filed with the
Securities and Exchange Commission on March 29, 2000, and as
amended May 1, 2000, and hereby incorporated by reference
herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Atlanta, State of Georgia, on May 1, 2001.
NETZEE, INC.
By: /s/ Richard S. Eiswirth
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Richard S. Eiswirth
Senior Executive Vice President,
Chief Financial Officer
and Secretary (Principal Financial Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard S. Eiswirth, Donny R. Jackson and
Jarett J. Janik, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
to this Registration Statement and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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/s/ Donny R. Jackson Chief Executive Officer and Director May 1, 2001
--------------------------------- (Principal Executive Officer)
Donny R. Jackson
/s/ Richard S. Eiswirth
--------------------------------- Senior Executive Vice President, Chief May 1, 2001
Richard S. Eiswirth Financial Officer and Secretary
(Principal Financial Officer)
/s/ Jarett J. Janik
--------------------------------- Vice President and Controller May 1, 2001
Jarett J. Janik (Principal Accounting Officer)
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* Vice Chairman of the Board of Directors May 1, 2001
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Glenn W. Sturm
* Director May 1, 2001
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Jon R. Burke
/s/ Charles B. Carden Director May 1, 2001
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Charles B. Carden
* Director May 1, 2001
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Stiles A. Kellett, Jr.
/s/ Jefferson B. A. Knox, Sr. Director May 1, 2001
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Jefferson B. A. Knox, Sr.
* Director May 1, 2001
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Bruce P. Leonard
* Director May 1, 2001
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A. Jay Waite
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*By: /s/ Richard S. Eiswirth
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Richard S. Eiswirth
Attorney-in-Fact
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