0000950136-03-002368 S-8 4 20030925 20030925 ESPEED INC 0001094831 7389 134063515 DE 1231 S-8 33 333-109121 03910443 135 E. 57TH STREET 135 E. 57TH STREET NEW YORK NY 10022 2129385000 135 E. 57TH STREET 135 E. 57TH STREET NEW YORK NY 10022 S-8 1 file001.htm FORM S-8 As filed with the Securities and Exchange Commission on September 25, 2003 Registration No. 333-_____ [[Image Removed]] [[Image Removed]][[Image Removed]] [[Image Removed]] [[Image Removed]] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [[Image Removed]] [[Image Removed]] [[Image Removed]][[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 [[Image Removed]] [[Image Removed]] [[Image Removed]][[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] eSPEED, INC. (Exact name of Registrant as specified in its charter) [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] Delaware [[Image Removed]] [[Image Removed]] 13-4063515 (State or other jurisdiction of [[Image Removed]] [[Image Removed]] (IRS Employer incorporation or organization) Identification No.) [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]][[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] 135 East 57th Street New York, New York 10022 (212) 938-5000 (Address, including zip code, of Principal Executive Offices) [[Image Removed]] [[Image Removed]] [[Image Removed]][[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] eSPEED, INC. 1999 LONG-TERM INCENTIVE PLAN (Full Title of the Plan or Agreement) [[Image Removed]] [[Image Removed]] [[Image Removed]][[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] Stephen M. Merkel Executive Vice President, General Counsel and Secretary eSpeed, Inc. 135 East 57th Street New York, New York 10022 (212) 938-5000 (Name, address, and telephone number, including area code, of agent for service) [[Image Removed]] [[Image Removed]] [[Image Removed]][[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] Copies to: Christopher T. Jensen Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 (212) 309-6000 Fax: (212) 309-6001 CALCULATION OF REGISTRATION FEE [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] Proposed Proposed [[Image Removed]] [[Image Removed]] Maximum [[Image Removed]] Maximum [[Image Removed]] Title of Each Class of Amount to be Offering Aggregate Amount of Securities to be Registered Registered (1) Price Per Share Offering Price Registration Fee (3) Class A common stock, $.01 par value per share [[Image Removed]] 19,800,000 [[Image Removed]] $25.555(2) [[Image Removed]] $505,989,000 [[Image Removed]] $40,935 [[Image Removed]] (1) Pursuant to Rule 416(a), the number of shares being registered shall include an indeterminate number of additional shares of Class A common stock which may become issuable as a result of stock splits, stock dividends, or similar transactions in accordance with the anti-dilution provisions of the eSpeed, Inc. 1999 Long-Term Incentive Plan. (2) Calculated pursuant to Rules 457(c) and (h), based upon the average of the high and low sale prices reported on the NASDAQ National Market for September 22, 2003. (3) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as follows: Proposed maximum aggregate offering price per share multiplied by .00008090. INCORPORATION BY REFERENCE The Registrant previously registered 10,200,000 shares of Class A common stock, $.01 par value per share, with respect to the eSpeed, Inc. 1999 Long-Term Incentive Plan pursuant to a Registration Statement on Form S-8, filed with the Securities and Exchange Commission on April 7, 2000 (Reg. No. 333-34324). The contents of such Registration Statement are hereby incorporated by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended (the "Securities Act"), 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 September 25, 2003. [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] eSPEED, INC. [[Image Removed]] By: [[Image Removed]] /s/ Howard W. Lutnick Howard W. Lutnick [[Image Removed]] [[Image Removed]] Chairman of the Board, Chief Executive Officer and President [[Image Removed]] Pursuant to the requirement of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] Signature Title Date [[Image Removed]] /s/ Howard W. Lutnick Chairman of the September 25, 2003 Board, Chief Executive Officer and President [[Image Removed]] (Principal Executive Officer) [[Image Removed]]Howard W. Lutnick [[Image Removed]] /s/ Jeffrey M. Chertoff Senior Vice September 25, 2003 President and Chief Financial Officer (Principal [[Image Removed]] Financial and Accounting Officer) [[Image Removed]]Jeffrey M. Chertoff [[Image Removed]] /s/ Lee M. Amaitis Global Chief September 25, 2003 [[Image Removed]] Operating Officer [[Image Removed]]Lee M. and Director Amaitis [[Image Removed]] /s/ Stephen M. Merkel Executive Vice September 25, 2003 President, General Counsel, Secretary [[Image Removed]] and Director [[Image Removed]]Stephen M. Merkel [[Image Removed]] /s/ Joseph C. Noviello Executive Vice September 25, 2003 President, Chief Information Officer and [[Image Removed]] Director [[Image Removed]]Joseph C. Noviello [[Image Removed]] /s/ Larry R. Carter Director September 25, 2003 [[Image Removed]] [[Image Removed]]Larry R. Carter [[Image Removed]] /s/ John H. Dalton Director September 25, 2003 [[Image Removed]] [[Image Removed]]John H. Dalton [[Image Removed]] /s/ William J. Moran Director September 25, 2003 [[Image Removed]] [[Image Removed]]William J. Moran [[Image Removed]] /s/ Henry Morris Director September 25, 2003 [[Image Removed]] [[Image Removed]]Henry Morris [[Image Removed]] /s/ Albert M. Weis Director September 25, 2003 [[Image Removed]] [[Image Removed]]Albert M. Weis [[Image Removed]] EXHIBITS [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] Exhibit [[Image Removed]] Description 4.1 Amended and Restated Certificate of Incorporation of [[Image Removed]] eSpeed, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-87475)). [[Image Removed]] 4.2 Second Amended and Restated By-Laws of eSpeed, Inc. [[Image Removed]] (incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report for the quarter ended March 31, 2000 (Reg. No. 000-28191)). [[Image Removed]] 5.1 [[Image Removed]] Opinion of Morgan, Lewis & Bockius LLP. [[Image Removed]] 23.1 [[Image Removed]] Consent of Deloitte & Touche LLP. [[Image Removed]] [[Image Removed]] Consent of Morgan, Lewis & Bockius LLP (included in 23.2 Exhibit 5.1). [[Image Removed]] EX-5.1 4 file002.htm OPINION OF MORGAN, LEWIS & BOCKIUS LLP Exhibit 5.1 September 25, 2003 eSpeed, Inc. 135 East 57th Street New York, New York 10022 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to eSpeed, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-8, including the exhibits thereto (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Act"), for the registration by the Company of 19,800,000 shares (the "Shares") of Class A common stock, par value $.01 per share, which may be issued under the Company's 1999 Long-Term Incentive Plan (the "Plan"). In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Registration Statement, the Plan, the Amended and Restated Certificate of Incorporation of the Company, the Second Amended and Restated By-Laws of the Company, and such other documents, records and other instruments of the Company as in our judgment are necessary or appropriate for purposes of this opinion. Based upon the foregoing, we are of the following opinion: The Shares, when issued in accordance with the terms of the Plan, and for a consideration per Share of not less than the par value per Share, will be duly authorized, validly issued, fully paid and non-assessable. We are expressing the opinions above as members of the Bar of the State of New York and express no opinion as to any law other than the General Corporation Law of the State of Delaware (the "DGCL"), the applicable provisions of the Delaware Constitution and the reported decisions interpreting the DGCL. We consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. [[Image Removed]] Very truly yours, [[Image Removed]] Morgan, Lewis & Bockius LLP EX-23.1 5 file003.htm CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of the eSpeed, Inc. 1999 Long-Term Incentive Plan on Form S-8 of our report dated March 26, 2003 appearing in the Annual Report on Form 10-K of eSpeed, Inc. for the year ended December 31, 2002. Deloitte & Touche LLP New York, New York September 25, 2003