As filed with the Securities and Exchange Commission on December 3, 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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THE KNOT, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3895178
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
462 Broadway, 6th Floor
New York, New York 10013
(Address of principal executive offices) (Zip Code)
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THE KNOT, INC.
1999 STOCK INCENTIVE PLAN
(Amended and Restated as of March 27, 2001)
(Full title of the Plan)
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David Liu
President and Chief Executive Officer
The Knot, Inc.
462 Broadway, 6th Floor
New York, New York 10013
(Name and address of agent for service)
(212) 219-8555
(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
---------- ------------- ------------ -------- ---
1999 Stock Incentive Plan
Common Stock, $0.01 par value 1,293,525 shares $0.46 $595,021.50 $148.76
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the The Knot, Inc. 1999 Stock
Incentive 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
under Rule 457(h) of the Securities Act of 1933, as amended, on the basis
of the average of the high and low selling prices of the Registrant's
Common Stock on the Over-the-Counter Bulletin Board as reported in the
consolidated reporting system on November 29, 2001.
PART II
Information Required in the Registration Statement
On February 4, 2000, The Knot, Inc. (the "Registrant") filed with the
Securities and Exchange Commission (the "Commission") a Registration Statement
on Form S-8 (File No. 333-96179) relating to 3,849,868 shares of common stock to
be offered and sold under its 1999 Stock Incentive Plan (the "Plan"). The
contents of that prior Registration Statement are incorporated in this
Registration Statement by reference.
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed with the Commission:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 filed with the Commission on March 30, 2001;
(b) The Registrant's Quarterly Reports on Form 10-Q, filed with the
Commission on May 14, 2001, August 14, 2001 and November 14, 2001,
respectively;
(c) The Registrant's Current Reports on Form 8-K, filed with the
Commission on March 23, 2001, June 27, 2001, August 24, 2001 and
November 21, 2001, respectively; and
(d) The Registrant's Registration Statement No. 000-28271 on Form 8-A
filed with the Commission on November 24, 1999, pursuant to Section
12(g) of the Securities Exchange Act of 1934 (the "Exchange 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 Exchange 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 of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-2 of this Registration Statement.
99.1 The Knot, Inc. 1999 Stock Incentive Plan (Amended and Restated as of March 27, 2001).
II-1
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 New York, State of New York on this 3rd day of
December, 2001.
The Knot, Inc.
By: /s/ David Liu
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David Liu
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 constitutes and appoints
David Liu and Richard Szefc, and each of them, as such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file 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, or any of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ David Liu President, Chief Executive Officer December 3, 2001
___________________________ and Chairman of the Board of
David Liu Directors (Principal Executive Officer)
/s/ Richard Szefc Chief Financial Officer, December 3, 2001
___________________________ Treasurer and Secretary
Richard Szefc (Principal Financial and
Accounting Officer)
/s/ Sandra Stiles Chief Operating Officer, December 3, 2001
___________________________
Sandra Stiles Assistant Secretary and Director
/s/ Randy Ronning Director December 3, 2001
___________________________
Randy Ronning
/s/ Ann Winblad Director December 3, 2001
___________________________
Ann Winblad
II-2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
THE KNOT, INC.
EXHIBIT INDEX
Exhibit Number Exhibit
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5 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-2 of this Registration Statement.
99.1 The Knot, Inc. 1999 Stock Incentive Plan (Amended and Restated as of March 27, 2001).
STATEMENT OF DIFFERENCES
The division sign shall be expressed as................................. [div]