-----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, VgYmikwMCp+bpFBxaoYYPU6LKWk0HwX+1NLNFaMpmy+72A2xjtCRUjtUtB/utqbf eiSJnAdkG+KL7FwHTbIfjA== 0001017062-01-500887.txt : 20020412 0001017062-01-500887.hdr.sgml : 20020412 ACCESSION NUMBER: 0001017062-01-500887 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011204 EFFECTIVENESS DATE: 20011204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOURCINGLINK NET INC CENTRAL INDEX KEY: 0000825517 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 980132465 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-74474 FILM NUMBER: 1805873 BUSINESS ADDRESS: STREET 1: 650 CASTRO STREET SUITE 210 STREET 2: C/O RICHARD S LANE ESQ CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 BUSINESS PHONE: 6509661214 MAIL ADDRESS: STREET 1: 650 CASTRO ST STREET 2: STE 210 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 FORMER COMPANY: FORMER CONFORMED NAME: PARKWAY CAPITAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: QCS CORP DATE OF NAME CHANGE: 19941216 FORMER COMPANY: FORMER CONFORMED NAME: QCS NET CORP DATE OF NAME CHANGE: 19990621 S-8 1 ds8.txt 1999 STOCK INCENTIVE PLAN - SOURCINGLINK.NET, INC. As Filed With the Securities and Exchange Commission on December 4, 2001 Registration No. 333-___________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington. D.C. 20549 __________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________ SOURCINGLINK.NET, INC. (Exact name of registrant as specified in its charter) Delaware 98-0132465 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 16855 West Bernardo Drive, Suite 260, San Diego, California 92127 (Address of Principal Executive Offices) (Zip Code) __________ 1999 STOCK INCENTIVE PLAN (Full titles of the plans) __________ Dan Rawlings, President SourcingLink.net, Inc. 16855 West Bernardo Drive, Suite 260 San Diego, California 92127 (Name and address of agent for service) (858) 385-8900 (Telephone number, including area code, of agent for service) Copy to: Bruce W. Feuchter, Esq. Stradling Yocca Carlson & Rauth, a Professional Corporation 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660 (949) 725-4000 CALCULATION OF REGISTRATION FEE
========================================================================================================= Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of To Be Registered Registered/(1)/ Offering Price Aggregate Offering Registration Fee Per Share (2) Price (2) ========================================================================================================= Common Stock, $ 0.001 par value 750,000 shares (2) $300,000 $72 =========================================================================================================
(1) Includes additional shares of Common Stock that may become issuable pursuant to the anti-dilution adjustment provisions of the 1999 Stock Incentive Plan (the "1999 Plan"). 250,000 shares of Common Stock available for issuance under the 1999 Plan were registered on a Registration Statement on Form S-8 on August 6, 1999 (Registration No. 333-84643). (2) In accordance with Rule 457(h), the aggregate offering price of 750,000 shares of Common Stock registered hereby which would be issued upon exercise of options granted under the 1999 Plan is estimated solely for purposes of calculating the registration fee, in accordance with Rule 457(h) on the basis of the price of securities of the same class as determined in accordance with Rule 457(c) using the average of the high and low price reported on the Nasdaq SmallCap Market for the Common Stock of the Registrant on November 30, 2001, which was approximately $0.40 per share. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. - ------------------------------------------------ The contents of the Registrant's Registration Statement on Form S-8 (Registration No. 333-84643) are incorporated herein by reference. Item 8. Exhibits. - ----------------- The following exhibits are filed as part of this Registration Statement: Number Description ------ ----------- 4.1 1999 Stock Incentive Plan (incorporated herein by reference to Exhibit A to the Registrant's Proxy Statement filed pursuant to Section 14(a) of the Exchange Act on June 17, 1999). 5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Counsel to the Registrant. 23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (included in the Opinion filed as Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP, independent accountants. 24.1 Power of Attorney (included on signature page to the Registration Statement at page S-1). 2 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 San Diego, State of California, on the 3rd day of December, 2001. SOURCINGLINK.NET, INC. (Registrant) By: /s/ Dan Rawlings ----------------------------------------- Dan Rawlings President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned directors and officers of SourcingLink.net, Inc. do hereby constitute and appoint Dan Rawlings our true and lawful attorney and agent, to sign for us or any of us in our names and in the capacities indicated below, any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents required in connection therewith, and to do any and all acts and things in our names and in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement; and we do hereby ratify and confirm all that the said attorney and agent shall 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 by the following persons in the capacities and on the date indicated.
Signature Title Date - --------- ----- ---- /s/ Dan Rawlings President, Chief Executive Officer and December 3, 2001 - ------------------------------------ Director (Principal Executive Officer) Dan Rawlings /s/ Gary Davidson Vice President of Finance and December 3, 2001 - ------------------------------------ Chief Financial Officer (Principal Gary Davidson Financial and Accounting Officer) /s/ Marcel van Heesewijk Chairman of the Board of Directors December 3, 2001 - ------------------------------------ Marcel van Heesewijk /s/ Johan Vunderink Director December 3, 2001 - ------------------------------------ Johan Vunderink /s/ Louis Delmonico Director December 3, 2001 - ------------------------------------ Louis Delmonico
3 EXHIBIT INDEX
Sequential Number Description Page Number - ------ ----------- ----------- 4.1 1999 Stock Incentive Plan (incorporated herein by reference to Exhibit B to the Registrant's Proxy Statement filed pursuant to Section 14(a) of the Exchange Act on June 17, 1999). -- 5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Counsel to the Registrant. 5 23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (included in the Opinion filed as Exhibit 5.1). -- 23.2 Consent of PricewaterhouseCoopers LLP, independent accountants. 6 24.1 Power of Attorney (included on signature page to the Registration Statement at page S-1). --
4 EX-5.1 3 dex51.txt OPINION OF STRADLING YOCCA CARLSON & RAUTH LLP EXHIBIT 5.1 Stradling Yocca Carlson & Rauth A PROFESSIONAL CORPORATION SAN FRANCISCO OFFICE ATTORNEYS AT LAW 44 MONTGOMERY STREET, 660 NEWPORT CENTER DRIVE, SUITE 1600 SUITE 4200 NEWPORT BEACH, CA 92660-6422 SAN FRANCISCO, CALIFORNIA TELEPHONE (949) 725-4000 94104 FACSIMILE (949) 725-4100 TELEPHONE (415) 283-2240 FACSIMILE (415) 283-2255 SANTA BARBARA OFFICE 302 OLIVE STREET SANTA BARBARA, CALIFORNIA 93101 TELEPHONE (805) 564-0065 FACSIMILE (805) 564-1044 December 4, 2001 SourcingLink.net, Inc. 16855 West Bernardo Drive, Suite 260 San Diego, California 92127 Re: Registration Statement on Form S-8 Dear Ladies and Gentlemen: At your request, we have examined the form of Registration Statement on Form S-8 (the "Registration Statement") being filed by SourcingLink.net, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an additional 750,000 shares of the Company's common stock, $.001 par value ("Common Stock"), issuable under the Company's 1999 Stock Incentive Plan (the "Plan"). We have examined the proceedings heretofore taken and are familiar with the additional proceedings proposed to be taken by the Company in connection with the authorization, issuance and sale of the securities referred to above. Based on the foregoing, it is our opinion that the 750,000 shares of Common Stock to be issued under the Plan against full payment in accordance with the respective terms and conditions of the Plan will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, STRADLING YOCCA CARLSON & RAUTH /s/ Stradling Yocca Carlson & Rauth EX-23.2 4 dex232.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.2 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 15, 2001 relating to the consolidated financial statements and financial statement schedule, which appears in the 2001 Annual Report of SourcingLink.net, Inc. on Form 10-KSB for the year ended March 31, 2001. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP San Diego, California December 3, 2001 -----END PRIVACY-ENHANCED MESSAGE-----