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As filed with the Securities and Exchange Commission on June 21, 2001
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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ARTISTDIRECT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4760230
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
5670 WILSHIRE BOULEVARD, SUITE 200
LOS ANGELES, CA 90036
(Address of principal executive offices) (Zip Code)
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1999 EMPLOYEE STOCK OPTION PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
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JAMES B. CARROLL
CHIEF FINANCIAL OFFICER
ARTISTDIRECT, INC.
5670 WILSHIRE BOULEVARD, SUITE 200
LOS ANGELES, CA 90036
(Name and address of agent for service)
(323) 634-4000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
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1999 Employee Stock Option Plan 755,922 shares $.63 $476,231 $120
Common Stock, $0.01 par value
1999 Employee Stock Purchase Plan 377,961 shares $.63 $238,116 $ 60
Common Stock, $0.01 par value
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Aggregate Registration Fee $180
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1999 Employee Stock Option
Plan or the 1999 Employee Stock Purchase Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration which
results in an increase in the number of the outstanding shares of
Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low selling price per share of the Registrant's Common
Stock on June 20, 2001, as reported by the Nasdaq National
Market.
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Pursuant to General Instruction E to Form S-8, this Registration
Statement on Form S-8 registers the offer and sale of an additional
1,133,883 shares of Common Stock of the Registrant for issuance under
the 1999 Employee Stock Option Plan and 1999 Employee Stock Purchase
Plan (the "Plans"). The contents of the prior Registration Statement
relating to the Plans, File No. 333-53208 is incorporated herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
ARTISTdirect, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report Report on Form 10-K for the
fiscal year ended December 31, 2000 filed with the Commission
on April 2, 2001 and further amended on Form 10-K/A filed with
the Commission on April 30, 2001; and
(b) The Registrant's Registration Statement No. 000-30063 on Form
8-A12G filed with the Commission on March 22, 2000, pursuant
to Section 12 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), in which there is described the
terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 8. Exhibits
Exhibit Number Exhibit
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5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
23.2 Consent of KPMG LLP, independent auditors, with respect to
ARTISTdirect, Inc. and subsidiaries.
24 Power of Attorney. Reference is made to the Signature Pages
of this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Los Angeles, State of California on
this 21st day of June, 2001.
ARTISTDIRECT, INC.
By /s/ MARC P. GEIGER
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Marc P. Geiger
Chief Executive Officer and
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of ARTISTdirect,
Inc., a Delaware corporation, do hereby constitute and appoint Marc P. Geiger
and James B. Carroll, and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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/S/ MARC P. GEIGER Chief Executive Officer and June 21, 2001
----------------------------- Chairman of the Board of Directors
Marc P. Geiger (Principal Executive Officer)
/S/ DONALD P. MULLER President, ARTISTdirect Agency June 21, 2001
----------------------------- and Kneeling Elephant Records, and
Donald P. Muller Director
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Signature Title Date
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/s/ KEITH YOKOMOTO Chief Operating Officer, President June 21, 2001
----------------------------- and Director
Keith Yokomoto
/s/ JAMES B. CARROLL Executive Vice President and June 21, 2001
----------------------------- Chief Financial Officer (Principal
James B. Carroll Financial and Accounting Officer)
/s/ ALLEN D. LENARD Director June 21, 2001
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Allen D. Lenard
/s/ CLIFFORD H. FRIEDMAN Director June 21, 2001
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Clifford H. Friedman
/s/ STEPHEN KRUPA Director June 21, 2001
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Stephen Krupa
/s/ RICK RUBIN Director June 21, 2001
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Rick Rubin
/s/ BENJAMIN MOODY Director June 21, 2001
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Benjamin Moody
/s/ DARA KHOSROWSHAHI Director June 21, 2001
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Dara Khosrowshahi
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EXHIBIT INDEX
Exhibit Number Exhibit
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5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
23.2 Consent of KPMG LLP, independent auditors, with respect to
ARTISTdirect, Inc. and subsidiaries.
24 Power of Attorney. Reference is made to the Signature Pages
of this Registration Statement.