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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933, as amended.
VMH VIDEOMOVIEHOUSE.COM INC.
(Exact name of registrant as specified in charter.)
BRITISH COLUMBIA | Not Applicable |
(State of other jurisdiction or organization) | (I.R.S. Employer of incorporation Identification Number) |
#14 - 34368 Manufacturer's Way
Abbotsford, British Columbia
Canada V2S 7M1
(604) 913-9035
(Address and telephone of executive offices, including zip code.)
THE VMH VIDEOMOVIEHOUSE.COM INC.
2003 Nonqualified STOCK OPTION PLAN
Steven Gaspar, President
VMH VideoMovieHouse.com Inc.
#14 - 34368 Manufacturer's Way
Abbotsford, British Columbia
Canada V2S 7M1
(604) 913-9035
(Name, address and telephone of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
Conrad C. Lysiak, Esq.
601 West First Avenue
Suite 503
Spokane, Washington 99201
((509) 624-1475
In addition, pursuant to rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
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CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
| Aggregate Proposed Maximum Offering Price per Unit/Share | Proposed Maximum Aggregate Offering Price [1] |
| |||
Common Shares, no par value, issuable upon exercise of stock options by Grantees | 5,000,000 | $ | 0.0010 | $ | 5,120.70 | $ | 100.00 |
Totals | 5,000,000 | $ | 0.0010 | $ | 5,120.70 | $ | 100.00 |
[1] Based upon the book value of the common stock as of March 31, 2003 in accordance with Rule 457(h)(i).
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We hereby incorporate by reference the following:
a) The latest prospectus filed in our last amended Form SB-2 registration statement, SEC File No. 333-70836, which contains audited financial statements for our latest fiscal year for which such statements have been filed.
b) All other reports filed pursuant to section 15(d) of the Securities Act of 1934 since the end of the fiscal year covered by the registration document referred to in (a) above.
ITEM 4. DESCRIPTION OF SECURITIES.
Common Stock.
The authorized Common Stock of the Company consists of 200,000,000 shares of no par value common stock. As of June 23, 2003, 14,222,757 shares are issued and outstanding. 14,222,757 shares are freely tradeable without restriction or further registration under the Securities Act of 1933, as amended (the "Act") except for shares owned by existing "affiliates" of the Company, which are subject to the limitations of Reg. 144 promulgated under the Act, with the exception of the one year holding period.
In general, under Reg. 144, a person (or persons whose shares are aggregated) who has satisfied a one (1) year holding period may sell in ordinary market transactions through a broker or with a market maker, within any three (3) month period a number of shares which does not exceed the greater of one percent (1%) of the number of outstanding shares of Common Stock or the average of the weekly trading volume of the Common Stock during the four calendar weeks prior to such sale. The provision relating to the weekly trading volume may not be relied upon by sellers of the Company's securities. Sales under Reg. 144 require the filing of Form 144 with the Securities and Exchange Commission. If the shares of Common Stock have been held for more than two (2) years by a person who is not an affiliate, there is no limitation on the manner of sale or the volume of shares that may be sold and no Form 144 is required. Sales under Reg. 144 may have a depressive effect on the market price of the Company's Common St ock.
All shares have equal voting rights and are not assessable. Voting rights are not cumulative and, therefore, the holders of more than 50% of the Common Stock could, if they chose to do so, elect all of the directors of the Company.
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Upon liquidation, dissolution or winding up of the Company, the assets of the Company, after the payment of liabilities, will be distributed pro rata to the holders of the Common Stock. The holders of the Common Stock do not have preemptive rights to subscribe for any securities of the Company and have no right to require the Company to redeem or purchase their shares. The shares of Common Stock presently outstanding are fully paid and non-assessable.
Dividends
Holders of the Common Stock are entitled to share equally in dividends when, as and if declared by the Board of Directors of the Company, out of funds legally available therefore. No dividend has been paid on the Common Stock since inception, and none is contemplated in the foreseeable future.
Transfer Agent
Pacific Stock Transfer Company, 500 East Warm Springs Road, Suite 240, Las Vegas, Nevada 89119 is the Company's transfer agent. Its telephone number is (702) 732-7890.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to our Articles of Incorporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the province of British Columbia.
Regarding indemnification for liabilities arising under the Securities Act of 1933, as amended, which may be permitted to directors or officers pursuant to the foregoing provisions, we are informed 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.
ITEM 7. EXEMPTION FROM REGISTRATION.
None; not applicable.
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ITEM 8. EXHIBITS.
The following Exhibits are incorporated herein by reference from the Registrant's Form SB-2 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-70836 on October 3, 2001. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:
Exhibit No. | Document Description |
3.1 | Articles of Incorporation. |
The following documents are incorporated herein:
Exhibit No. | Description |
5.1 | Opinion of Conrad C. Lysiak, regarding the legality of the securities registered under this Registration Statement. |
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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 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;
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; and,
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 the 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 Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the 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.
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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 the requirements for filing on Form S-8 and has duly caused this Registration Statement thereto to be signed on its behalf by the undersigned, thereunto duly authorized on the 23rd day of June, 2003.
| VMH VIDEOMOVIEHOUSE.COM INC. | |
| BY: | /s/ Steven Gaspar |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement thereto has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
/s/Steven Gaspar | President, Chief Executive Officer, Treasurer, | June 23, 2003 |
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