-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Klw8jAacBiG0L2qn/RyCQ1RIPDOV8WZYMV5pS8gcG2RytqICParQpz32Hvc5eLeV CXUJLhTLbs5ct5N8BfexdA== /in/edgar/work/20000721/0000899140-00-000339/0000899140-00-000339.txt : 20000920 0000899140-00-000339.hdr.sgml : 20000920 ACCESSION NUMBER: 0000899140-00-000339 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000721 EFFECTIVENESS DATE: 20000721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARMEDIA NETWORK INC CENTRAL INDEX KEY: 0001057334 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 061461770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-41962 FILM NUMBER: 676763 BUSINESS ADDRESS: STREET 1: 29 WEST 36TH STREET 5TH FL CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125489600 MAIL ADDRESS: STREET 1: 29 WEST 36TH STREET FIFTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 S-8 1 0001.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on July 21, 2000. Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STARMEDIA NETWORK, INC. -------------------------------------------------- (Exact name of issuer as specified in its charter) Delaware 06-1461770 - --------------------------------- ---------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 75 Varick Street, Eighth Floor New York, New York 10013 ---------------------------------------- (Address of Principal Executive Offices) StarMedia Network, Inc. 2000 Stock Incentive Plan ------------------------------------------------- Fernando J. Espuelas Chief Executive Officer and Chairman of the Board StarMedia Network, Inc. 75 Varick Street, Eighth Floor New York, New York 10013 (212) 548-9600 ------------------------------------------ (Name, address and telephone number, including area code, of agent for service) COPY TO: Steven A. Seidman, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 (212) 728-8000
CALCULATION OF REGISTRATION FEE - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Title of Securities to Amount to be Proposed maximum Proposed maximum Amount of be Registered registered(1) offering price per aggregate offering registration fee share (2) price (2) - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Common Stock, par value 20,000,000 $17.50 $350,000,000 $92,400 $0.001 per share (1) Represents the shares of common stock of StarMedia Network, Inc. issuable pursuant to the StarMedia Network, Inc. 2000 Stock Incentive Plan. In addition, this Registration Statement covers an indeterminable number of additional shares as may hereafter be offered or issued, pursuant to the Plan, to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration. (2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, filed with the Securities and Exchange Commission (the "Commission") by StarMedia Network, Inc., a Delaware corporation (the "Company"), are incorporated by reference into the Registration Statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ending December 31, 1999, filed on March 30, 2000 pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"); (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed on May 12, 2000 pursuant to the Exchange Act; (c) The Company's Current Report on Form 8-K dated April 6, 2000, filed on April 20, 2000, as amended by the Company's Amended Current Report on Form 8-K/A dated June 20, 2000, filed on June 20, 2000, pursuant to the Exchange Act; (d) The description of the Company's common stock, par value $0.001 per share (the "Common Stock"), incorporated by reference into the Company's Registration Statement on Form 8-A, filed on May 20, 1999 pursuant to the Exchange Act, contained in the Registration Statement on Form S-1, filed on March 18, 1999, as amended. In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby 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 the filing of such documents with the Commission. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. Item 8. EXHIBITS Exhibit No. Description of Exhibits - ----------- ----------------------- 5 Opinion of Willkie Farr & Gallagher regarding the legality of the securities being registered. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Willkie Farr & Gallagher (included in Exhibit 5). 24 Power of Attorney (reference is made to the signature page). 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 New York, State of New York, on this 21st day of July, 2000. STARMEDIA NETWORK, INC. By: /s/ Justin K. Macedonia ------------------------------ POWER OF ATTORNEY Each of the undersigned officers and directors of StarMedia Network, Inc. hereby severally constitutes and appoints Justin Macedonia as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all pre- or post-effective amendments to this Registration Statement, any subsequent Registration Statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact 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 each said attorney-in-fact may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date - --------- ----- ---- /s/ Fernando J. Espuelas Director, Chairman - ----------------------------- and Chief Executive Officer July 21, 2000 Fernando J. Espuelas /s/ Jack C. Chen Director, President July 21, 2000 - ----------------------------- Jack C. Chen /s/ Steven J. Heller Chief Financial Officer July 21, 2000 - ----------------------------- Steven J. Heller /s/ Douglas M. Karp Director July 21, 2000 - ----------------------------- Douglas M. Karp /s/ Marie-Josee Kravis Director July 21, 2000 - ----------------------------- Marie-Josee Kravis /s/ Gerardo M. Rosenkranz Director June 30, 2000 - ----------------------------- Gerardo M. Rosenkranz /s/ Susan L. Segal Director July 5, 2000 - ----------------------------- Susan L. Segal /s/ Frederick R. Wilson Director July 21, 2000 - ----------------------------- Frederick R. Wilson EX-5 2 0002.txt OPINION OF WILLKIE FARR & GALLAGHER WILLKIE FARR & GALLAGHER 787 Seventh Avenue New York, NY 10019-6099 July 21, 2000 StarMedia Network, Inc. 75 Varick Street, Eighth Floor New York, New York 10013 Ladies and Gentlemen: We have acted as counsel to StarMedia Network, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with respect to the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission on or about July 21, 2000, in connection with the registration under the Securities Act of 1933, as amended (the "Act"), by the Company of an aggregate of 20,000,000 shares (the "Company Shares") of the Company's common stock, par value $0.001 per share, issuable under the StarMedia Network, Inc. 2000 Stock Incentive Plan (the "Plan"). We have examined copies of the Amended and Restated Certificate of Incorporation and By-Laws of the Company, the Registration Statement and all resolutions adopted by the Company's Board of Directors. We have also examined such other documents, papers, statutes and authorities as we have deemed necessary to form a basis for the opinion hereinafter expressed. In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to our opinion, we have relied on statements and certificates of officers and representatives of the Company. Based on the foregoing, we are of the opinion that, when the Registration Statement has become effective under the Act, the Company Shares to be newly issued, when duly issued, sold and paid for in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. We are qualified to practice law in the State of New York and do not purport to be experts on, or to express any opinion herein, concerning any law, other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Willkie Farr & Gallagher EX-23.1 3 0003.txt CONSENT OF ERNST & YOUNG LLP Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the StarMedia Network, Inc. 2000 Stock Incentive Plan of our report dated January 28, 2000, with respect to the consolidated financial statements of StarMedia Network, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP New York, New York July 21, 2000 -----END PRIVACY-ENHANCED MESSAGE-----