Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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GLOBIX CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-3781263
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification
Number)
139 Centre Street, New York, New York 10013
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(Address of Principal Executive Offices) (Zip Code)
2001 Stock Option Plan
2001 Restricted Stock Plan
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(Full Title of the Plans)
Arnold N. Bressler, Esq.
Milberg Weiss Bershad Hynes & Lerach LLP
One Pennsylvania Plaza
New York, New York 10119/0165
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(Name and address of agent for service)
(212) 594-5300
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(Telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public:
As Soon As Practicable After Registration Statement Becomes Effective.
Page 1 of 6 Pages
Exhibit Index Begins on Page II-2
(Facing Page Continued on the Following Page)
(Continuation of Facing Page)
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 Per Offering Registration
Registered Registered Share (1) Price (1) Fee
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Common Shares, 5,063,490 $3.01 (2) $15,241,104.90 $3,810.28
par value $.01 shares
per share
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Based upon the average of the high and low prices of the Common Shares on
the NASDAQ National Market on May 18, 2001 of $3.01 per share.
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional indeterminate number of
shares as may become issuable pursuant to anti-dilution and adjustment
provisions of any options to purchase shares registered hereby.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (File No. 1-14168)
pursuant to the Securities Exchange Act of 1934 are incorporated by reference
into this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2000, filed December 29, 2000;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2000, filed February 13, 2001; and
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, filed May 14, 2001.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all the
securities offered have been sold or which deregisters all the securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Company's Certificate of Incorporation limits the liability of
Directors to the maximum extent permitted by Delaware General Corporation Law.
Delaware law provides that the directors of a corporation will not be personally
liable to such corporation or its stockholders for monetary damages for breach
of their fiduciary duties as directors, except for liability (i) for any breach
of their duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the Delaware
General Corporation Law; or (iv) for any transaction from which the director
derives an improper personal benefit. The Company's By-laws provide that the
Company shall indemnify its directors and officers under certain circumstances,
including those circumstances in which indemnification would otherwise be
discretionary, and the Company is required to advance
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expenses to its officers and directors as incurred in connection with
proceedings against them for which they may be indemnified.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
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10.25 2001 Stock Option Plan -- incorporated by reference to Registrant's
Proxy Statement on Schedule 14A filed on March 23, 2001.
10.26 2001 Restricted Stock Plan -- incorporated by reference to
Registrant's Proxy Statement on Schedule 14A filed on March 23, 2001.
23 Consent of Arthur Andersen LLP.
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 a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and (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 (a)(1)(i) and (a)(1)(ii) do not apply if the Registration
Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic 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 this
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
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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 of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act and will be
governed by the final adjudication of such issue.
SIGNATURES
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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 22nd day of
May, 2001
GLOBIX CORPORATION
By: /s/ Marc H. Bell
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Marc H. Bell,
Chairman and Chief
Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Date: May 22, 2001 /s/ Marc H. Bell
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Marc H. Bell,
Chairman, Chief Executive
Officer and Director
Date: May 22, 2001
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Robert B. Bell, Director
Date: May 22, 2001 /s/ Martin Fox
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Martin Fox, Director
Date: May 22, 2001 /s/ Jack Furst
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Jack Furst, Director
Date: May 22, 2001 /s/ Michael Levitt
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Michael Levitt, Director
Date: May , 2001
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Sid Paterson, Director
Date: May , 2001
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Anthony St. John, Director
Date: May 22, 2001 /s/ Harshad Shah
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Harshad Shah, Director
Date: May , 2001 ____________________________________
Richard Videbeck, Director
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Date: May 22, 2001 /s/ Brian L. Reach
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Brian L. Reach,
Senior Vice President and
Chief Financial Officer
Date: May 22, 2001 /s/ Shawn P. Brosnan
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Shawn P. Brosnan,
Vice President, Corporate Controller
and Chief Accounting Officer
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