SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONSOLIDATED MEDICAL MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
MONTANA
(State or other jurisdiction of incorporation or organization)
82-0369233
(I.R.S. Employer Identification No.)
11829 FLORIDA BLVD, BATON ROUGE, LA 70816
(Address of principal executive offices, including zip code)
2001 NON-QUALIFIED STOCK OPTION PLAN NO. 2
(Full title of the plans)
Richard W. Markle, Attorney at law
P.O. Box 541182, Houston, Texas 77254
(Name, address, including zip code, of agent for service)
(713) 520-0492
Telephone number, including area code, of agent for service
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered(2) Registered Share Price Fee
Common Stock 5,000,000 $0.055(1) $275,000 $250
$.001 par value
(1)This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457 under the Securities
Act of 1933 and is calculated on the basis of the average of the bid and asked
price of the common stock as of September 10, 2001.
(2)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 Plan described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and Exchange
Commission (the "Commission") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-QSB for the quarter ended June 30,
2001, as amended.
2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, since the end
of the fiscal year ended December 31, 2000.
3. The description of the Common Stock contained in the Company's registration
statement filed under the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities covered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 35-1-451 through 35-1-459 of the Montana Business Corporation Act
expressly authorizes a Montana corporation to indemnify its directors,
officers, employees, and agents against claims or liabilities arising out of
such persons' conduct in such capacities if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests
of the Company. In general, these provisions provide for indemnification in
instances when such persons acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits. The following exhibits are attached to this
Registration Statement:
SEC
Reference
Exhibit No. No. Description of Exhibit
4.01 4 2001 Non-Qualified Stock Option Plan
No. 2
4.02 4 Form of option certificate
5.01 5 & 3 Opinion of ATTORNEY, including
consent of ATTORNEY, with respect to
the legality of the issuance of
securities being issued
23.01 23 Consent of Independent Certified Public
Accountants
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 to include any
material information with respect to the plan of distribution.
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
being offered, and the offering of the securities at that time to be the
initial bona fide offering.
(3) To file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end 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 (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 this
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 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
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 Baton Rouge, State of Louisiana, on the 11th day of September
2001.
Consolidated Medical Management, Inc.
By /s/ Peggy Behrens, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in thecapacities and on the date
indicated.
Signature Title Date
/s/ Peggy Behrens Director, President
and Principal Financial Officer
