-----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, VgdFcyjzzpnWh7J4wyx5ezx5RK+Q96U1Mk8UYvOIrsO+yEjjpzUHpOOhR1VbNYU4 fAJLrlreR7g3nt6VX3AI/g== 0000950117-04-001063.txt : 20040322 0000950117-04-001063.hdr.sgml : 20040322 20040322172555 ACCESSION NUMBER: 0000950117-04-001063 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040322 EFFECTIVENESS DATE: 20040322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNOT INC CENTRAL INDEX KEY: 0001062292 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 133895178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-113824 FILM NUMBER: 04683185 BUSINESS ADDRESS: STREET 1: 462 BROADWAY 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2122198555 MAIL ADDRESS: STREET 1: 462 BROADWAY, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 S-8 1 a37295.txt THE KNOT, INC. As filed with the Securities and Exchange Commission on March 22, 2004 Registration No. 333- =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------- THE KNOT, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 13-3895178 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 462 Broadway, Floor 6 New York, New York 10013 (Address of Principal Executive Offices) (Zip Code) ----------------------------- 1999 Stock Incentive Plan (Amended and Restated as of March 27, 2001) Employee Stock Purchase Plan (Full Title of the Plans) ----------------------------- David Liu President and Chief Executive Officer The Knot, Inc. 462 Broadway, Floor 6 New York, New York 10013 (Name and Address of Agent for Service) (212) 219-8555 (Telephone Number, Including Area Code, of Agent For Service) ----------------------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------ Proposed Maximum Proposed Maximum Amount Title Of Each Class Of Securities Amount To Be Offering Price Aggregate Of To Be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee - ------------------------------------------------------------------------------------------------------------------ 1999 Stock Incentive Plan: 1,096,887 $4.10 $4,497,237 $569.80 Common Stock, par value $0.01 per share - ------------------------------------------------------------------------------------------------------------------ Employee Stock Purchase Plan: 198,340 $4.10 $ 813,194 $103.03 Common Stock, par value $0.01 per share - ------------------------------------------------------------------------------------------------------------------ Aggregate Registration Fee: $672.83 - ------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of the Registrant's common stock which become issuable under the 1999 Stock Incentive Plan or the 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 the Registrant's common stock. (2) Estimated solely for purposes of the registration fee for this offering in accordance with Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Registrant's common stock on the OTC Bulletin Board as of March 17, 2004. ================================================================================ STATEMENT UNDER GENERAL INSTRUCTION E. REGISTRATION OF ADDITIONAL SECURITIES This Registration Statement is filed pursuant to General Instruction E. to Form S-8 and is for the registration of 1,096,887 and 198,340 additional shares of common stock, par value $0.01 per share ("Common Stock"), of The Knot, Inc., a Delaware corporation (the "Company" or "Registrant"), under the Company's 1999 Stock Incentive Plan (Amended and Restated as of March 27, 2001) and the Company's Employee Stock Purchase Plan, respectively. On February 4, 2000, the Company filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-8 (registration no. 333-96179) relating to the shares of Common Stock issuable under the 1999 Stock Incentive Plan and the Employee Stock Purchase Plan. On December 3, 2001, the Company filed with the SEC a registration statement on Form S-8 (registration no. 333-74398) relating to the shares of Common Stock issuable under the 1999 Stock Incentive Plan (Amended and Restated as of March 27, 2001). This Registration Statement relates to securities of the same class as those for which the prior registration statements are effective, and the contents of such prior registration statements are incorporated by reference 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 is 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 3. Incorporation of Documents by Reference. The following documents are incorporated by reference herein: (a) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003; and (b) the description of the Common Stock in the Company's Registration Statement on Form 8-A (registration number 000-28271) pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained herein or in any 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 other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded. Item 8. Exhibits.
Exhibit No. Description - ----------- ------------ 5.1 Opinion of Proskauer Rose LLP 23.1 Consent of Ernst & Young LLP, independent auditors 23.2 Consent of Proskauer Rose LLP (contained in the opinion filed as Exhibit Number 5.1 to this Registration Statement) 24.1 Power of Attorney (contained on the signature page to this Registration Statement)
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 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 22nd day of March, 2004. THE KNOT, INC. By: /s/ DAVID LIU ------------------------------------- Name: David Liu Title: President, Chief Executive Officer and Chairman of the Board of Directors POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints David Liu and Richard E. Szefc, and each of them, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in such person's name, place and stead, in the capacities indicated below, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might, or could, do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on March 22, 2004 by the following persons in the capacities indicated.
Signature Title --------- ----- /s/ DAVID LIU President, Chief Executive Officer and Chairman of the - -------------------------------------------- Board of Directors (Principal Executive Officer) David Liu /s/ RICHARD E. SZEFC Chief Financial Officer, Treasurer and Secretary - -------------------------------------------- (Principal Financial and Accounting Officer) Richard E. Szefc /s/ SANDRA STILES Chief Operating Officer, Assistant Secretary and - -------------------------------------------- Director Sandra Stiles /s/ JOSEPH C. BREHOB Director - -------------------------------------------- Joseph C. Brehob /s/ RANDY S. RONNING Director - -------------------------------------------- Randy S. Ronning /s/ ANN L. WINBLAD Director - -------------------------------------------- Ann L. Winblad
EXHIBIT INDEX
Exhibit No. Description - ---------- ----------- 5.1 Opinion of Proskauer Rose LLP 23.1 Consent of Ernst & Young LLP, independent auditors 23.2 Consent of Proskauer Rose LLP (contained in the opinion filed as Exhibit Number 5.1 to this Registration Statement) 24.1 Power of Attorney (contained on the signature page to this Registration Statement)
EX-5 3 ex5-1.txt EXHIBIT 5.1 EXHIBIT 5.1 [LETTERHEAD OF PROSKAUER ROSE LLP] March 22, 2004 The Knot, Inc. 462 Broadway, Floor 6 New York, New York 10013 Ladies and Gentlemen: We are acting as counsel to The Knot, Inc., a Delaware corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement"), filed under the Securities Act of 1933, as amended, of up to an additional 1,096,887 shares (the "Option Shares") and an additional 198,340 shares (the "ESPP Shares" and together with the Option Shares, the "Shares") of common stock, par value $0.01 per share, of the Company, to be issued under the Company's 1999 Stock Incentive Plan and the Company's Employee Stock Purchase Plan, respectively. In connection with the rendering of this opinion, we have examined originals or copies of such documents, corporate records and other instruments as we have deemed relevant. We have made such examination of law as we have deemed necessary to express the opinion contained herein. As to matters of fact relevant to this opinion, we have relied upon, and assumed without independent verification, the accuracy of certificates of public officials and officers of the Company. We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, facsimile or photostatic copies, and the authenticity of the originals of such copies. Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions expressed herein, it is our opinion that, as of the date hereof, the Shares, when issued in accordance with the terms of the 1999 Stock Incentive Plan and the Employee Stock Purchase Plan, as applicable, will be duly authorized, legally issued, fully paid and non-assessable. This opinion is limited in all respects to the General Corporation Law of the State of Delaware, and we express no opinion as to the laws, statutes, rules or regulations of any other jurisdiction. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, PROSKAUER ROSE LLP EX-23 4 ex23-1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1999 Stock Incentive Plan and the Employee Stock Purchase Plan of The Knot, Inc. of our report dated February 20, 2004, with respect to the consolidated financial statements and schedule of The Knot, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP New York, New York March 19, 2004 -----END PRIVACY-ENHANCED MESSAGE-----