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Securities offered to employees under employee benefit plans

S-8

As filed with the Securities and Exchange Commission on April 23, 2002.

                                                     Registration No.333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                      FRONTLINE COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                          13-3950283
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

One Blue Hill Plaza, P.O. Box 1548
Pearl River, New York                                                  10965
(Address of principal executive offices)                             (Zip Code)

                            2001 Stock Incentive Plan
                            (Full title of the plan)

                Stephen J. Cole-Hatchard, Chief Executive Officer
                      Frontline Communications Corporation
                         One Blue Hill Plaza, 7th Floor
                           Pearl River, New York 10965
                     (Name and address of agent for service)

                                 (845) 623-8553
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Robert J. Mittman, Esq.
                                Ethan Seer, Esq.
                        Blank Rome Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174






                         CALCULATION OF REGISTRATION FEE




                                                         Proposed Maximum     Proposed Maximum
     Title of Securities            Amount to be        Aggregate Offering   Aggregate Offering         Amount of
      to be Registered           Registered (1)(2)      Price Per Share(3)        Price (3)          Registration Fee
      ----------------           -----------------      ------------------        ---------          ----------------
                                                                                              
Common Stock, par value $.01       423,300 shares             $0.22                $93,126                $8.57
per share




     (1)  Represents shares available for issuance pursuant to awards granted or
          to be granted under the registrant's 2001 Stock Incentive Plan.

     (2)  In addition, pursuant to Rule 416 under the Securities Act of 1933,
          this registration statement also registers an indeterminate number of
          shares of common stock which may be issued pursuant to the
          anti-dilution provisions of the registrant's 2001 Stock Incentive
          Plan.

     (3)  Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457 under the Securities Act of 1933 on the basis of
          the average of the high and low prices for the registrant's common
          stock as quoted on the American Stock Exchange on April 17, 2002.






                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*


Item 2.  Registrant Information and Employee
         Plan Annual Information.*

     * 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 and the Note to Part I of Form
     S-8.


                                      I-1




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:

     1.   Annual Report on Form 10-KSB for the fiscal year ended December 31,
          2001.

     2.   The description of the registrant's common stock contained in its
          Registration Statement on Form 8-A declared effective on May 5, 1998
          together with any amendment or report filed with the Commission for
          the purpose of updating such description.

     3.   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 securities offered have been sold or which
          deregisters all securities then remaining unsold, shall be deemed to
          be incorporated by reference in this Registration Statement and to be
          a part hereof from the respective date of filing of such documents.
          Any statement contained in a document incorporated by reference herein
          is modified or superseded for all purposes to the extent that a
          statement contained in this Registration Statement or in any other
          subsequently filed document which is incorporated by reference
          modifies or replaces such statement.

     Any 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 documents which also is incorporated
or 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 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the "DGCL") contains
the provisions entitling the Registrant's directors and officers to
indemnification from judgments,


                                      II-1




fines, amounts paid in settlement, and reasonable expenses (including attorney's
fees) as the result of an action or proceeding in which they may be involved by
reason of having been a director or officer of the Registrant. In its
Certificate of Incorporation, the Registrant has included a provision that
limits, to the fullest extent now or hereafter permitted by the DGCL, the
personal liability of its directors to the Registrant or its stockholders for
monetary damages arising from a breach of their fiduciary duties as directors.
Under the DGCL as currently in effect, this provision limits a director's
liability except where such director (i) breaches his duty of loyalty to the
Registrant or its stockholders, (ii) fails to act in good faith or engages in
intentional misconduct or a knowing violation of law, (iii) authorizes payment
of an unlawful dividend or stock purchase or redemption as provided in Section
174 of the DGCL, or (iv) obtains an improper personal benefit. This provision
does not prevent the Registrant or its stockholders from seeking equitable
remedies, such as injunctive relief or rescission. If equitable remedies are
found not to be available to stockholders in any particular case, stockholders
may not have any effective remedy against actions taken by directors that
constitute negligence or gross negligence.

     The Certificate of Incorporation also includes provisions to the effect
that (subject to certain exceptions) the Registrant shall, to the maximum extent
permitted from time to time under the law of the State of Delaware, indemnify,
and upon request shall advance expenses to, any director or officer to the
extent that such indemnification and advancement of expenses is permitted under
such law, as may from time to time be in effect. In addition, the By-Laws
require the Registrant to indemnify, to the full extent permitted by law, any
director, officer, employee or agent of the Registrant for acts which such
person reasonably believes are not in violation of the Registrant's corporate
purposes as set forth in the Certificate of Incorporation. At present, the DGCL
provides that, in order to be entitled to indemnification, an individual must
have acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the Registrant's best interests.

     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 Securities Act and
is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     Exhibit No.                Description
     -----------                -----------

     5                          Opinion of Blank Rome Tenzer Greenblatt LLP

     23.1                       Consent of Goldstein Golub Kessler LLP


                                      II-2




     23.2                       Consent of Blank Rome Tenzer Greenblatt LLP
                                (included in Exhibit 5)

     24.1                       Power of Attorney (included on the Signature
                                Page of this Registration Statement)

Item 9.  Undertakings.

     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 amendments thereto) 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 and 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
     prices 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; 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 (1)(i) and (1)(ii) do not apply if the
information required to be included by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or 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.

     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


                                      II-3




pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 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 such Act and will be governed by the final adjudication
of such issue.


                                      II-4




                                   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 Pearl River, State of New York, on this 19th day of
April 2002.

                                        FRONTLINE COMMUNICATIONS CORPORATION


                                        By: /s/ Stephen J. Cole-Hatchard
                                            ----------------------------
                                            Stephen J. Cole-Hatchard
                                            Chief Executive Officer

     Each person whose signature appears below authorizes Stephen J.
Cole-Hatchard as his true and lawful attorney-in-fact, with full power of
substitution, to execute in the name and on behalf of each such person,
individually and in each capacity stated below, and to file any and all
post-effective amendments to this Registration Statement, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following person in the capacities and
on the date indicated.





Signature                                                    Title                             Date
---------                                                    -----                             ----
                                                                                    
/s/ Stephen J. Cole-Hatchard           Chief Executive Officer,                           April 19, 2002
-----------------------------------    President and Director
Stephen J. Cole-Hatchard               (Principal Executive Officer)

/s/ Nicko Feinberg                     Chief Information Officer, Executive Vice          April 19, 2002
-----------------------------------    President of Technology and Director
Nicko Feinberg

/s/ Vasan Thatham                      Executive Vice President and Chief Financial       April 19, 2002
-----------------------------------    Officer (Principal Financial and Accounting
Vasan Thatham                          Officer)

/s/ Stephen D. Crocker                 Director                                           April 19, 2002
-----------------------------------
Stephen D. Crocker

/s/ William A. Barron                  Director                                           April 19, 2002
-----------------------------------
William A. Barron

/s/ Ronald C. Signore                  Director                                           April 19, 2002
-----------------------------------
Ronald C. Signore




                                      II-5




                                  Exhibit Index
                                  -------------

Exhibit
  No.                            Description
-------                          -----------

    5           Opinion of Blank Rome Tenzer Greenblatt LLP

 23.1           Consent of Goldstein Golub Kessler LLP

 23.2           Consent of Tenzer Greenblatt LLP (included in Exhibit 5)

 24.1           Power of Attorney (included on Signature Page of the
                Registration Statement)


                                      II-6




                                                                       Exhibit 5

                [Letterhead of Blank Rome Tenzer Greenblatt LLP]



                                        April 22 , 2002



Frontline Communications Corporation
One Blue Hill Plaza
P.O. Box 1548
Pearl River, New York  10965


Gentlemen:

     You have requested our opinion with respect to the offering by you,
Frontline Communications Corporation, a Delaware corporation (the "Company"),
pursuant to a Registration Statement on Form S-8 (the "Registration Statement")
to be filed under the Securities Act of 1933, as amended (the "Act"), of up to
423,300 shares of the Company's common stock (the "Reserved Shares") that may be
issued upon exercise of options or pursuant to other stock-based awards granted
or to be granted under the Company's 2001 Stock Incentive Plan (the "Plan").

     We have examined and relied upon originals, or copies certified or
otherwise identified to our satisfaction, of such documents and corporate and
public records as we deemed necessary as a basis for the opinion hereinafter
expressed. With respect to such examination, we have assumed the genuineness of
all signatures appearing on all documents presented to us as originals, and the
conformity to the originals of all documents presented to us as conformed or
reproduced copies. Where factual matters relevant
 to such opinion were not
independently established, we have relied upon representations of executive
officers of the Company.

     Based upon the foregoing, it is our opinion that the Reserved Shares, when
sold, paid for and issued as contemplated by the Plan and the terms of the
options or other stock based-awards granted pursuant to the Plan, will be
validly issued, fully paid and nonassessable.






Frontline Communications Corporation
April 22, 2002
Page 2

     We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement, and to the use of our name as your counsel in connection
with the Registration Statement and in the Prospectus forming a part thereof. In
giving this consent, we do not thereby concede that we come within the
categories of persons whose consent is required by the Act or the General Rules
and Regulations promulgated thereunder.

                                                Very truly yours,

                                        /s/  BLANK ROME TENZER GREENBLATT LLP

                                        BLANK ROME TENZER GREENBLATT LLP


                                                                    Exhibit 23.1


                          INDEPENDENT AUDITOR'S CONSENT


To the Board of Directors
Frontline Communications Corporation


We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of Frontline Communications
Corporation on this Form S-8 of our report dated February 15, 2002, on the
consolidated financial statements of Frontline Communications Corporation as of
December 31, 2001 and for each of the two years in the period then ended
appearing in the annual report on Form 10-KSB of Frontline Communications
Corporation for the year ended December 31, 2001. We also consent to the
reference of our firm under the caption "Experts" contained in such Registration
Statement.


/s/ Goldstein Golub Kessler LLP
Goldstein Golub Kessler LLP
New York, NY

April 22, 2002