AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON January 10, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Yes Clothing Company, Inc.
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(Exact name of Registrant as specified in its charter)
Nevada 95-3768671
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4695 MacArthur Court, Suite 1450, Newport Beach, CA 92660
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(Address of Principal Executive Offices, including ZIP Code)
Yes Clothing Company Inc. 2002 Stock Plan
(Full title of the plan)
Jon L. Lawver
Yes Clothing Company Inc.,
4695 MacArthur Court, Suite 1450
Newport Beach, California 92660
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(Name and address of agent for service)
(949) 475-6743
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount of Maximum Maximum
Title of Securities Shares to be Offering Aggregate Amount of
to be Registered Registered Price Offering Registration
Per Share Price(1) Fee
- ------------------- ------------ --------- ---------- ------------
$.001 par value 6,000,000 $.52 (1) $3,120,000 $745.68
common stock
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TOTALS 6,000,000 $.52 $3,120,000 $745.68
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the
Securities Act of 1933, as amended, and is calculated on the basis of the
average of the high and low prices per share of the common stock reported
on the OTC Bulletin Board as of a date within five business days prior to
the filing of this Registration Statement.
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PROSPECTUS
Yes Clothing Company, Inc.
6,000,000 Shares Of Common Stock
This prospectus relates to the offer and sale by Yes Clothing Company,
Inc., a Nevada corporation ("Yes"), of shares of its $.001 par value per share
common stock to certain employees, officers, directors and consultants (the
"consultants") pursuant to the Yes Clothing Company, Inc. 2002 Stock Plan (the
"Stock Plan"). Pursuant to the Stock Plan, Yes is registering and then issuing
6,000,000 shares of common stock to the consultants in exchange for services
rendered.
The common stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of Yes within the
meaning of the Securities Act of 1933 (the "Act") may sell all or part of the
shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. Yes is registering Six
Million (6,000,000) shares of common stock. If a consultant who is not now an
"affiliate" becomes an "affiliate" of Yes in the future, he would then be
subject to Section 16(b) of the Exchange Act. The common stock is traded on the
OTC Bulletin Board under the symbol "YCCI ".
These Securities Have Not Been Approved Or Disapproved By The
Securities And Exchange Commission Nor Has The Commission Passed Upon
The Accuracy Or Adequacy Of This Prospectus. Any Representation To The
Contrary Is A Criminal Offense.
The date of this prospectus is January 10, 2002
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This prospectus is part of a registration statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the registration statement or other filings by Yes with the Commission are
qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in
this prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Yes Clothing Company
Inc., 4695 MacArthur Court, Suite 1450, Newport Beach, CA 92660. Yes' telephone
number is (949) 475-6743 or (800) 931-1013.
Yes is subject to the reporting requirements of the Exchange Act and in
accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information filed by Yes under the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington D.C. 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by Yes. This prospectus does not constitute an offer or a
solicitation by anyone in any state in which such is not authorized or in which
the person making such is not qualified or to any person to whom it is unlawful
to make an offer or solicitation.
Neither the delivery of this prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of Yes since the date hereof.
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TABLE OF CONTENTS
Information Required in the Section 10(a) Prospectus..........................6
Item 1. Plan Information.....................................................6
General Information..................................................6
The Company..........................................................6
Purposes.............................................................6
Common Stock.........................................................6
The Consultants......................................................6
No Restrictions on Transfer..........................................6
Tax Treatment to the Consultants.....................................7
Tax Treatment to the Company.........................................7
Restrictions on Resales..............................................7
Documents Incorporated by Reference and Additional Information................8
Item 2. Registrant Information and Employee Plan Annual Information..........8
Legal Opinion and Experts............................................8
Indemnification of Officers and Directors............................8
Information Required in the Registration Statement............................9
Item 3. Incorporation of Documents by Reference..............................9
Item 4. Description of Securities............................................9
Item 5. Interests of Named Experts and Counsel...............................9
Item 6. Indemnification of Directors and Officers............................9
Item 7. Exemption from Registration Claimed.................................10
Item 8. Exhibits............................................................10
Item 9. Undertakings........................................................10
Signatures...................................................................12
Exhibit Index ...............................................................13
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
Yes has its principal executive offices at 4695 MacArthur Court, Suite
1450, Newport Beach, California 92660, where its telephone number is (949)
475-6743.
Purpose
Yes will issue common stock to certain employees, officers, directors
and consultants pursuant to consulting agreements entered into between these
employees, officers, directors and consultants and Yes, and the Stock Plan,
which have been approved by the Board of Directors of Yes. The Stock Plan is
intended to provide a method whereby Yes may be stimulated by the personal
involvement of the employees, officers, directors and consultants in Yes' future
prosperity, thereby advancing the interests of Yes, and all of its shareholders.
A copy of the Stock Plan has been filed as an exhibit to this registration
statement.
Common Stock
The Board has authorized the issuance of up to 6,000,000 shares of the
common stock to the consultants upon effectiveness of this registration
statement.
The Consultants
The employees, officers, directors and consultants have agreed to
provide their expertise and advice to Yes for the purposes set forth in their
consulting agreements.
No Restrictions on Transfer
The employees, officers, directors and consultants will become the
record and beneficial owners of the shares of common stock upon issuance and
delivery and are entitled to all of the rights of ownership, including the right
to vote any shares awarded and to receive ordinary cash dividends on the common
stock.
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Tax Treatment to the Consultants
The common stock is not qualified under Section 401(a) of the Internal
Revenue Code. The consultants, therefore, will be required for federal income
tax purposes to recognize compensation during the taxable year of issuance
unless the shares are subject to a substantial risk of forfeiture. Accordingly,
absent a specific contractual provision to the contrary, the employees,
officers, directors and consultants will receive compensation taxable at
ordinary rates equal to the fair market value of the shares on the date of
receipt since there will be no substantial risk of forfeiture or other
restrictions on transfer. If, however, the employees, officers, directors and
consultants receive shares of common stock pursuant to the exercise of an option
or options at an exercise price below the fair market value of the shares on the
date of exercise, the difference between the exercise price and the fair market
value of the stock on the date of exercise will be deemed compensation for
federal income tax purposes. The consultants are urged to consult each of their
tax advisors on this matter. Further, if any recipient is an "affiliate,"
Section 16(b) of the Exchange Act is applicable and will affect the issue of
taxation.
Tax Treatment to the Company
The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be a tax deductible expense by Yes
for federal income tax purposes in the taxable year of Yes during which the
recipient recognizes income.
Restrictions on Resales
In the event that an affiliate of Yes acquires shares of common stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act.
Further, in the event that any affiliate acquiring shares hereunder has sold or
sells any shares of common stock in the six months preceding or following the
receipt of shares hereunder, any so called "profit," as computed under Section
16(b) of the Exchange Act, would be required to be disgorged from the recipient
to Yes. Services rendered have been recognized as valid consideration for the
"purchase" of shares in connection with the "profit" computation under Section
16(b) of the Exchange Act. Yes has agreed that for the purpose of any "profit"
computation under 16(b), the price paid for the common stock issued to
affiliates is equal to the value of services rendered. Shares of common stock
acquired hereunder by persons other than affiliates are not subject to Section
16(b) of the Exchange Act.
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DOCUMENTS INCORPORATED BY REFERENCE
AND ADDITIONAL INFORMATION
Yes hereby incorporates by reference (i) its annual report on Form
10-KSB for the year ended March 31, 2001, filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (or 10-QSB) filed under the Securities
or Exchange Act subsequent to any filed Form 10-K (or 10-KSB), as well as all
other reports filed under Section 13 of the Exchange Act, and (iii) its annual
report, if any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange
Act. In addition, all further documents filed by Yes pursuant to Section 13, 14,
or 15(d) of the Exchange Act prior to the termination of this offering are
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing. All documents which when together, constitute
this prospectus, will be sent or given to participants by the registrant as
specified by Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: Yes Clothing Company Inc., 4695 MacArthur Court, Suite
1450, Newport Beach, California 92660, where its telephone number is (949)
475-6743 or (800) 931-1013.
Legal Opinion and Experts
Weed & Co. L.P. has rendered an opinion on the validity of the
securities being registered. Weed & Co. L.P. is not an "affiliate" of Yes.
Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling Yes, Yes has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities, other than the payment by registrant of expenses incurred or paid
by a director, officer or controlling person of 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,
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 is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Yes hereby states that (i) all documents set forth in (a) through (c),
below, are incorporated by reference in this registration statement, and (ii)
all documents subsequently filed by registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which de-registers 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 date of filing of such documents.
(a) Yes' latest Annual Report, whether filed pursuant to Section
13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by annual
report referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act.
Item 4. Description of Securities
No description of the class of securities (i.e. the $.001 par value
common stock) is required under this item because the common stock is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Under Nevada law, a corporation may indemnify its officers, directors,
employees and agents under certain circumstances, including indemnification of
such person against liability under the Securities Act of 1933. A true and
correct copy of Section 78.7502 of Nevada Revised Statutes that addresses
indemnification of officers, directors, employees and agents is attached hereto
as Exhibit 99.
In addition, Section 78.037 of the Nevada Revised Statutes and Yes
Articles of Incorporation and Bylaws provide that a director of this corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages due to breach of fiduciary duty as a director except for
liability (a) for acts or omissions not in good faith which involve intentional
misconduct, fraud or a knowing violation of law; or (b) for the payments of
distribution in violation of Nevada Revised Statute 78.300.
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The effect of these provisions may be to eliminate the rights of Yes
and its stockholders (through stockholders' derivative suit on behalf of Yes) to
recover monetary damages against a director for breach of fiduciary duty as a
director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (a) - (b) of the
preceding paragraph.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of Regulation S-K and are specifically
incorporated herein by this reference:
Exhibit No. Title
5. Opinion of Weed & Co. L.P. regarding the legality of the
securities registered.
10.1 The Yes Clothing Company Inc. 2002 Stock Plan
23.1 Consent of Weed & Co. L.P.
23.2 Consent of McKennon, Wilson & Morgan LLP
99. 78.7502 & 78.751 of the Nevada Revised Statutes
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:
(i) include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1933;
(ii) 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, represents a fundamental change in the
information set forth in the registration statement;
(iii) 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;
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Provided, however, that paragraphs (1)(i) and (1)(ii) shall not
apply if the information required to be included in a
post-effective amendment by those paragraph is incorporated by
reference from periodic reports filed by the registrant pursuant
to section 13 or section 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, each post- effective amendment to 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.
(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.
(4) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
require to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of registrant pursuant to the foregoing
provisions, or otherwise, 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. In the event that
a claim for indemnification against such liabilities (other than
the payment by registrant of expenses incurred or paid by a
director, officer or controlling person of 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, 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 is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of registrant's
annual report pursuant to Section 13(a) of the Securities 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.
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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 Newport Beach, State of California on January 9, 2002.
Yes Clothing Company Inc.
(Registrant)
By: /s/ Fred G. Luke
------------------------
Fred G. Luke,
Director
Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
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/s/ Fred G. Luke Director January 9, 2002
Fred G. Luke
/s/ Jon L. Lawver Acting President & CFO January 9, 2002
Jon L. Lawver Director & Secretary
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EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by this reference:
Exhibit
Number in
Registration
Statement Description
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5. Opinion of Counsel
10.1 The Yes Clothing Company, Inc. 2002 Stock Plan
23.1 Consent of Weed & Co. L.P.
23.2 Consent of McKennon, Wilson & Morgan LLP
99. 78.7502 & 78.751 of the Nevada Revised Statutes
13