As filed
with the U.S. Securities and Exchange Commission on June 15, 2009
Registration
No. 333-__________
U.S. SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER THE
SECURITIES ACT OF
1933
ANSWERS
CORPORATION
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(Exact
Name of Registrant as Specified in Its charter)
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Delaware
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98-0202855
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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237
West 35th Street,
Suite 1101
New
York, New York 10001
(646)
502-4777
(Address,
including Zip Code, and Telephone Number, Including Area Code of Principal
Executive Offices)
Answers
Corporation 2005 Incentive Compensation Plan
(Full
Title of the Plan)
Robert
S. Rosenschein
Chief
Executive Officer, President, and Chairman of the Board
237
West 35th Street,
Suite 1101
New
York, New York 10001
(646)
502-4777
(Name,
Address, including Zip Code, and Telephone Number, including Area Code, of Agent
for Service)
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Copies
to:
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Jeffrey
J. Fessler, Esq.
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Sichenzia
Ross Friedman Ference LLP
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61
Broadway, 32nd
Floor
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New
York, New York 10006
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Tel:
(212) 930-9700
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Fax:
(212) 930-9725
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CALCULATION
OF REGISTRATION FEE
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Proposed
Maximum
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Proposed
Maximum
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Title of Each Class
Of
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Amount
To Be
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Offering
Price
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Aggregate
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Amount
Of
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Securities To Be
Registered
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Registered
(1)
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Per Security (2)
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Offering Price (2)
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Registration Fee (2)
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Common
Stock, par value $0.001 per share
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250,000
(3)
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$8.20
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$2,050,000
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$115
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), this registration statement shall also cover any additional shares
of common stock that shall become issuable by reason of any stock
dividend, stock split, recapitalization or other similar
transaction.
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(2)
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Pursuant
to Rule 457(h)(1) under the Securities Act, the proposed maximum aggregate
offering price and the registration fee are based on the average of the
high and low prices per share of the registrant’s common stock as quoted
on The NASDAQ Capital Market on June 12,
2009.
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(3)
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Represents
shares of common stock reserved for issuance under the Answers Corporation
2005 Incentive Compensation Plan (“Plan”). On July 14, 2008,
the Board of Directors of the Registrant adopted a resolution, subject to
approval by the stockholders of the Registrant, to increase the number of
shares of the Registrant’s common stock reserved for issuance under the
Plan from 1,100,000 shares to 1,350,000 shares, or a total of 250,000
additional shares. On September 9, 2008, and as previously
reported, the stockholders of the Registrant approved the increase in the
number of shares of common stock reserved for issuance under the
Plan.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item
1. Plan Information.
The
documents containing the information specified in Item 1 will be sent or given
to participants in the Answers Corporation 2005 Incentive Compensation Plan as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Item
2. Registrant Information and Employee Plan Annual Information.
Upon
written or oral request, any of the documents incorporated by reference in Item
3 of Part II of this Registration Statement (which documents are incorporated by
reference in this Section 10(a) Prospectus), other documents required to be
delivered to eligible employees, non-employee directors and consultants,
pursuant to Rule 428(b) are available without charge by contacting:
Robert S.
Rosenschein
Chief
Executive Officer, President, and Chairman of the Board
237 West
35th
Street, Suite 1101
New York,
New York 10001
(646)
502-4777
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
Registrant hereby incorporates by reference into this Registration Statement the
documents listed below. In addition, all documents subsequently filed pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters 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:
Answers
Corporation (File No. 001-32325)
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our
annual report on Form 10-K for the fiscal year ended December 31, 2008
filed with the SEC on March 9, 2009;
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our
quarterly report on Form 10-Q for the quarter ended March 31, 2009 filed
with the SEC on May 6, 2009;
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our
current report on Form 8-K filed on January 12, 2009; |
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our
current report on Form 8-K filed on February 19, 2009; |
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our
current report on Form 8-K filed on May 5, 2009; and |
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the
description of our common stock contained in Item 1 of our Registration
Statement on Form 8-A, filed with the SEC on August 1,
2005.
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Item
4. Description of Securities.
Not
Applicable.
Item
5. Interests of Named Experts and Counsel.
The
validity of the shares of common stock offered hereby will be passed upon for
the Registrant by Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd Floor,
New York, NY 10006.
Item
6. Indemnification of Directors and Officers.
Answers
Corporation’s Certificate of Incorporation provides that to the fullest extent
permitted by the Delaware General Corporation Law, a director of the company
shall not be personally liable to the company or its stockholders for monetary
damages for breach of fiduciary duty as a director. Under current Delaware law,
liability of a director may not be limited (i) for any breach of the director's
duty of loyalty to the company or its stockholders, (ii) for acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, and (iii) for any transaction from which the director derives an
improper personal benefit.
The
effect of the provision of Answers’ Certificate of Incorporation is to eliminate
the rights of the company and its stockholders (through stockholders' derivative
suits on behalf of the company) to recover monetary damages against a director
for breach of the fiduciary duty of care as a director (including breaches
resulting from negligent or grossly negligent behavior) except in the situations
described in clauses (i) through (iii) above. This provision does not limit or
eliminate the rights of the company or any stockholder to seek nonmonetary
relief such as an injunction or rescission in the event of a breach of a
director's duty of care. In addition, Answers’ Certificate of Incorporation
provides that the company shall indemnify to the fullest extent permitted by law
its directors, officers and employees and any other persons to which Delaware
law permits a corporation to provide indemnification against losses incurred by
any such person by reason of the fact that such person was acting in such
capacity.
Answers
has an insurance policy that insures its directors and officers, within the
limits and subject to the limitations of the policy, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities that might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been
directors or officers.
Item
7. Exemption from Registration Claimed.
All
shares of common stock registered hereunder for reoffer or resale, have been or
will be issued upon exercise of options granted pursuant to the Registrant’s
2005 Incentive Compensation Plan. The options are non-transferable and the
underlying shares were and will be issued in transactions not involving a public
offering. Upon exercise of an option, the optionee is required to execute an
undertaking not to resell such shares except pursuant to an effective
registration statement or other exemption under the Act, a restrictive legend is
placed on the certificates for the shares of common stock purchased and transfer
stops are placed against such certificates. Such shares may only be reoffered
and sold pursuant to registration under the Act or pursuant to an applicable
exemption under the Act. As a result, such offers and sales are exempt from the
registration requirements of the Act pursuant to the provisions of Section 4(2)
of the Act.
Item
8. Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT
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4.1
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Answers
Corporation 2005 Incentive Compensation Plan (1)
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5.1
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Opinion
of Sichenzia Ross Friedman Ference LLP.
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23.1
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Consent
of Sichenzia Ross Friedman Ference LLP is contained in Exhibit
5.1.
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23.2
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Consent
of KPMG Somekh Chaikin, an Independent Registered Public Accounting
Firm
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24.1
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Power
of Attorney (Included on signature page).
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(1)
Previously filed as Annex B to the Registrant’s Definitive Proxy Statement filed
May 31, 2005, and incorporated herein by reference.
Item
9. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement;
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
Provided, however , that
paragraphs (1)(i), and (1)(ii) do not apply if the Registration Statement is on
Form S-8 and if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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 Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in New York,
New York, on June 15, 2009.
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ANSWERS
CORPORATION
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By:
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/s/ Robert S. Rosenschein
Robert
S. Rosenschein
Chief
Executive Officer, President
and
Chairman of the Board
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POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Robert S. Rosenschein and Steven Steinberg, and each of
them his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and any subsequent registration
statements pursuant to Rule 462 of the Securities Act of 1933 and to file 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
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorney-in-fact or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant
to the requirement of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
/s/ Robert S.
Rosenschein Chief
Executive Officer, President and
June 15, 2009
Robert S.
Rosenschein Chairman
of the Board
/s/ Steven
Steinberg
Chief Financial Officer and
Secretary June
15, 2009
Steven
Steinberg
(Principal Financial and Accounting Officer)
/s/ Mark A.
Tebbe
Vice-Chairman and Lead
Director
June 15, 2009
Mark A.
Tebbe
/s/ Edward G.
Sim Director June
15, 2009
Edward G.
Sim
/s/ Yehuda
Sternlicht Director June
15, 2009
Yehuda
Sternlicht
/s/ Mark B.
Segall
Director June
15, 2009
Mark B.
Segall
/s/ Lawrence S.
Kramer Director June
15, 2009
Lawrence
S. Kramer
/s/ W. Allen
Beasley Director June
15, 2009
/s/ R. Thomas
Dyal
Director June
15, 2009
R. Thomas
Dyal