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)