As filed with the Securities and Exchange Commission on June 7, 2002
Registration Statement No. 333 -_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
eDiets.com, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 56-0952883
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3801 W. Hillsboro Boulevard
Deerfield Beach, Florida 33442
(Address of Principal Executive Offices, Zip Code)
eDiets.com, Inc. Stock Option Plan
(As Amended and Restated Effective April 1, 2002)
(Full Title of the Plan)
David R. Humble
eDiets.com, Inc.
3801 W. Hillsboro Boulevard
Deerfield Beach, Florida 33442
(Name and Address of Agent For Service)
(954) 360-9022
(Telephone Number, Including Area Code, of Agent For Service)
COPIES OF COMMUNICATIONS TO:
Helen R. Franco, Esq.
Edwards & Angell, LLP
One North Clematis, Suite 400
West Palm Beach, Florida 33401
CALCULATION OF REGISTRATION FEE
Title of Securities Proposed maximum Proposed maximum Amount of
to be registered Amount to be registered offering price per share (1) aggregate offering price (1) registration fee
========================= ========================== ============================ ============================ ================
Common Stock, $.001 par
value per share................. 4,100,000(2) $1.65 $6,765,000 $622.38
(1) The price is estimated in accordance with Rule 457(c) under the Securities
Act of 1933, as amended, solely for the purpose of calculating the registration
fee, based on the average of the bid and asked price of the common stock, par
value $.001 per share (the "Common Stock"), of eDiets.com, Inc. as reported on
the Nasdaq OTC Bulletin Board on May 31, 2002.
(2) This registration statement also relates to such indeterminate number of
additional shares of Common Stock as may be issuable as a result of stock
splits, stock dividends, recapitalizations, mergers, reorganizations,
combinations or exchange of shares or other similar events.
This registration statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Section 8(a) of the
Securities Act of 1933, as amended, and Rules 456 and 462 promulgated
thereunder.
This registration statement on Form S-8 registers additional securities of the
same class as other securities for which a registration statement on Form S-8
relating to the eDiets.com, Inc. Stock Option Plan (the "Original Plan") is
effective. Accordingly, pursuant to General Instruction E to Form S-8, the
contents of Registration Statement No. 333-48996 registering shares under the
Original Plan filed with the Securities and Exchange Commission on October 31,
2000 are incorporated herein by reference.
Pursuant to the terms of the Original Plan, effective as of April 1, 2002, the
Board of Directors of eDiets.com, Inc. (the "Company") adopted the eDiets.com,
Inc. Stock Option Plan (As Amended and Restated Effective April 1, 2002) (the
"Amended and Restated Plan"). The Company's stockholders approved the Amended
and Restated Plan as of May 23, 2002.
Item 8. Exhibits.
A list of the exhibits included as part of this registration statement is
set forth in the Exhibit Index that immediately precedes such exhibits and is
hereby incorporated by reference herein.
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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 the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the city of Deerfield Beach, state of Florida, on June 7, 2002.
eDiets.com, Inc.
By: /s/ David R. Humble
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David R. Humble, Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We the undersigned officers and directors of eDiets.com, Inc., hereby
severally constitute and appoint David R. Humble or Robert T. Hamilton, or
either one of them, our true and lawful attorneys and agents, to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents may deem necessary and advisable to enable eDiets.com, Inc. 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, including, specifically, but without limitation, to sign
for us in our names in the capacities indicated below, this registration
statement, any and all amendments and exhibits to this registration statement,
and any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby.
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 dates stated:
SIGNATURE TITLE DATE
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/s/ David R. Humble
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David R. Humble Chairman of the Board and Chief Executive Officer June 7, 2002
(Principal Executive Officer)
/s/ Robert T. Hamilton
------------------------------------
Robert T. Hamilton Chief Financial Officer (Principal Financial and June 7, 2002
Accounting Officer)
/s/ Isaac Kier
------------------------------------
Isaac Kier Director June 7, 2002
/s/ Matthew Gohd
------------------------------------
Matthew Gohd Director June 7, 2002
/s/ James M. Meyer
------------------------------------
James M. Meyer Director June 7, 2002
/s/ Lee S. Isgur
------------------------------------
Lee S. Isgur Director June 7, 2002
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
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5 Opinion of Edwards & Angell, LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Edwards & Angell, LLP (included in Exhibit 5)
24 Power of Attorney (included in signature page)
99 eDiets.com, Inc. Stock Option Plan (As Amended and Restated
Effective April 1, 2002)
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