As filed with the Securities and Exchange Commission on June 27, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
stereoscape.com, inc.
(exact name of issuer as specified in its charter)
Nevada 06-1469654
(State of incorporation) (federal ID number)
3440 Route 9 South
Freehold, New Jersey 07728
(Address of Principal (Zip Code)
Executive Offices)
stereoscape.com, inc.
1998 Incentive and Non-qualified Stock Option Plan
(Full Title of the Plan)
With copy to:
Mr. Mario Bassani W. Raymond Felton, Esq.
stereoscape.com, inc. Greenbaum, Rowe, Smith, Ravin,
3440 Route 9 South Davis & Himmel
Freehold, New Jersey 07728 Metro Corporate Campus I
(732)462-7767 P.O. Box 5600
(Name, address and telephone Woodbridge, New Jersey 07095
number of agent for service) (732)549-5600
Appropriate Date of Commencement of Proposed Offer to Public: From time to time
after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
| | Proposed | Proposed |
| | maximum | maximum |
Title of Proposed | Amount | offering | aggregate| Amount of
securities to | to be | price per| offering | registration
be registered | Registered(1) | share (2)| price(2) | fee
- ---------------------------------------------------------------------------
| | | |
Common Stock; | | | |
$.001 par value | | | |
per share | 600,000 shares| $1.000 | $600,000 | $158.40
- ---------------------------------------------------------------------------
1) An undetermined number of additional shares may be issued may be issued as a
result of stock dividends, stock splits or other recapitalizations.
2) These shares of Common Stock represent the shares of Common Stock with
respect to which aditional options may be granted under the 1998 Incentive and
Non-Qualified Stock Option Plan. None of the above options have been granted as
of June 26, 2000. The shares are to be offered at prices not presently
determinable. Pursuant to Rule 457(h), the option price for these shares is
estimated solely for the purpose of determining the registration fee and is
based upon the closing price of the Common Stock on June 23, 2000 which
was $1.00 as reported by the Electronic Bulletin Board.
Page 1 of 18
Exhibit Index on Page II-2
Cross reference sheet showing the location in the Prospectus of information
required to be included in the Prospectus in response to Items of Form S-8.
Item Caption or Sub-Caption in Prospectus Page
1. Plan Information . . . . . . . . . . . . . . . . . 6
2. Registrant Information and Employee Plan
Annual Information . . . . . . . . . . . . . . . 6
3. Incorporation of Documents by Reference . . . . . . 11
4. Description of Securities . . . . . . . . . . . . . 9
5. Interests of Named Experts and Counsel . . . . . . N/A
6. Indemnification of Officers and Directors . . . . . 10
7. Exemption From Registration Claimed . . . . . . . . N/A
8. Exhibits . . . . . . . . . . . . . . . . . . . . . 12
9. Undertakings . . . . . . . . . . . . . . . . . . . 12
2
PROSPECTUS
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
stereoscape.com, inc.
1998 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
---------------------------------------------
600,000 SHARES OF COMMON STOCK
($.001 PAR VALUE PER SHARE)
---------------------------------------------
Options for shares (the "Shares") of the common stock, $.001 par value
per share (the "Common Stock") of stereoscape.com, inc. (the "Company") covered
by this Prospectus have been, and may in the future be, granted by the Company
to employees (including officers) of the Company under the 1998 Incentive and
Non-qualified Stock Option Plan (the "Plan"). Each employee receiving an option
is offered the opportunity to purchase the number of Shares specified in such
option at a price and on the terms set forth therein.
The net proceeds of the offering covered hereby are not now
determinable as such proceeds will depend upon the number of shares offered, the
number of shares purchased, prevailing market prices and expenses incurred.
However, the maximum gross proceeds will be $600,000.
It is advisable for an optionee to consult with legal counsel
concerning the securities and tax law implications of his acquisition or
disposition of shares under the Plan.
Any officer, director or beneficial owner of more than 10% of the
Company's common stock who holds an option under the Plan should consider the
applicability of Section 16 of the Securities Exchange Act of 1934, as amended,
in connection with the exercise of any such option and the disposition of any of
the Company's common stock acquired thereby.
The principal executive office of the Company is located at 3440 Route
9 South, Freehold, New Jersey 07728 and the telephone number of such office is
(732)462-7767.
The date of this Prospectus is June 26, 2000.
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TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION............................................. 5
INTRODUCTION ..................................................... 6
PURPOSE AND ADMINISTRATION OF THE PLAN ........................... 6
DESCRIPTION OF OPTIONS AND TAX STATUS............................. 7
Award of options ......................................... 7
Eligibility............................................... 7
Termination and Amendment................................. 7
Option Price.............................................. 7
Nontransferability ....................................... 8
Federal Income Tax Treatment of Incentive and
Non-Qualified Stock Options ........................ 8
RESTRICTIONS ON RESALE OF COMMON STOCK ........................... 9
DESCRIPTION OF CAPITAL STOCK ..................................... 9
General .................................................. 9
Common Stock ............................................. 9
Registrar and Transfer Agent ............................. 10
LEGAL MATTERS .................................................... 10
INDEMNIFICATION OF OFFICERS AND DIRECTORS ........................ 10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE .................. 11
ADDITIONAL INFORMATION ........................................... 10
4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, Washington, D.C.
20049 and at the following regional offices of the Commission: New York Regional
Office, Room 1400, 75 Park Place, New York, New York 10007; and Chicago Regional
Office, Room 3190, Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60611. Copies of such material can also be obtained from the
Public Reference Section of the Commission in Washington, D.C. (at the address
above) at prescribed rates.
The Common Stock is traded in the Electronic Bulletin Board
(OTC-BB)(symbol "SSCP").
This Prospectus omits certain information contained in the Registration
Statement on file with the Commission with respect to the Shares offered hereby.
The information omitted may be obtained from the Commission's office in
Washington, D.C. (at the address above) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, upon the written or oral request of any
such person, a copy of any or all of the documents incorporated by reference in
the Registration Statement of which this Prospectus forms a part (excluding
exhibits to such documents unless specifically incorporated by reference).
Requests for such copies should be directed to the Corporate Secretary,
stereoscape.com, inc., 3440 Route 9 South, Freehold, New Jersey 07728,
(732) 462-7767.
The Company furnishes its shareholders with annual reports containing
audited financial statements.
5
INTRODUCTION
The Company has adopted the Plan pursuant to a resolution of its Board
of Directors effective September 1, 1998 and the approval by its shareholders is
anticipated at the Company's next annual meeting. Under the Plan, Shares may be
offered to employees of the Company in accordance with the Plan as described
herein. These offers are, or will be, made at the prices and on the terms and
conditions contained in the respective stock option agreements between the
Company and the recipients of stock option grants.
The Company's principal executive offices and telephone number are set
forth on the Cover Page of this Prospectus.
Following is a summary of the Plan, which is qualified in its entirety
by reference to the Plan and certain other agreements which have been filed
previously with the Securities and Exchange Commission and are incorporated by
reference to the Registration Statement on Form S-8 relating to this Prospectus.
PURPOSE AND ADMINISTRATION OF PLAN
The Company believes that the Plan provides valuable incentives for
employees of the Company by providing an opportunity for investment in the
Company's Common Stock, as an inducement for such individuals to remain with the
Company, and thereby encouraging them to increase their efforts to make the
Company's business more successful. In accordance with this belief, the Board of
Directors of the Company adopted the Plan on September 1, 1998, and later
amended it on June 23, 2000.
Pursuant to the terms of the amended Plan, 600,000 additional Shares
are reserved for issuance thereunder. In the event there is any change in the
number of issuedshares of the Company without new consideration to the Company
(such as by stock dividends or stock splits) or in the event that the number of
outstanding shares of the Company is changed into or exchanged for a different
number of shares of Common Stock or other securities of the Company or of
another corporation, whether through reorganization, recapitalization, split-up,
combination of shares, merger or consolidation, the number of Shares reserved
for issuance under the Plan, the number of Shares subject to any outstanding
option and the option price per Share of each outstanding stock option shall be
appropriately adjusted. In the event there is any change in the number or kind
of outstanding shares of Common Stock or of any shares or other securities into
which such shares of Common Stock have been changed or exchanged, other
than the transactions specified in this paragraph, equitable adjustment in the
options may be made in the sole discretion of the Company's Board of Directors.
The Company will provide reports to participating employees as to the
amount and status of their accounts upon request.
The Plan is administered by the Company's Board of Directors or by the
Compensation Committee (the "Committee") of the Company's Board of Directors
which is composed of not less than two members of the Board, each of whom must
be a "disinterested person" as used in Rule 16b-3 under the Securities Exchange
Act of 1934. The Company currently has two disinterested directors and the Plan
is therefore administered by them.
6
DESCRIPTION OF OPTIONS AND TAX STATUS
The Plan provides for the grant of incentive and non-qualified stock
options. A description of these options and certain federal income tax aspects
associated therewith is set forth below. Because tax results may vary due to
individual circumstances, each participant in the Plan is urged to consult his
or her personal tax advisor with respect to the federal and state tax
consequences of the exercise of an option or the sale of stock received upon the
exercise thereof.
Award of Options
Options may be granted under the Plan to all employees (including
employees who are officers and/or directors) of the Company. There is no
specific limitation on the number of Shares with respect to which options may be
granted to any individual under the Plan.
Eligibility
Options to purchase shares shall be granted only to employees (the term
"employee" shall include officers as well as other key employees of the Company,
and shall include directors who are also employees of the Company) of and
consultants to the Company it being the intention of the Company that awards
shall be made only to persons who satisfy the definition of "employee" contained
in Rule 405 under the Act.
Termination and Amendment
The Board may amend, suspend, or terminate the Plan at any time
provided that no such modification shall impair the rights of any recipient
under any award.
Option Price
The Plan provides that the option price with respect to each option
will be determined by the Plan's administrators, but, in the case of incentive
stock options, shall not be less than 100% (110%, in the case of incentive stock
options granted to 10% Shareholders) of the fair market value of the Common
Stock on the date the option is granted. Payment of the option price shall be
made in cash or certified check.
7
Nontransferability
Each option granted under the Plan is not transferable by the holder
except by will or the laws of descent and distribution of the State wherein the
holder is domiciled at the time of his death.
Federal Income Tax Treatment of Incentive and Non-Qualified Stock Options
Currently, an employee will not be deemed to have realized income
upon the grant of a non-qualified stock option unless the option has a readily
ascertainable fair market value at the time it is granted. Generally, an
employee will recognize ordinary income upon the exercise of a non-qualified
stock option (or, if the stock subject to the option is restricted within the
meaning of Code Section 83 and the employee does not otherwise elect to
recognize income upon the exercise of the stock option, at such time as the
Shares become transferable or are no longer subject to a substantial risk of
forfeiture) in an amount equal to the excess (if any) of the fair market value
of the Shares purchased, at the time of exercise, over the exercise price. The
Company will be entitled to deduct an amount equal to the amount included as
income by the employee for the Company's taxable year which includes the close
of the employee's taxable year in which the income is included by the employee.
An employee will also not be deemed to have received income upon the
grant of an incentive stock option or, except as noted below, upon the exercise
of such option. Unless shares acquired upon exercise are disposed of within two
years of the date of grant or within one year of exercise, upon the sale of such
shares, the optionee will generally recognize capital gain or loss measured by
the difference between the amount realized on the sale and the price paid for
the shares. If a sale is made prior to either of such dates, an optionee's gain
on the sale of the shares will be treated as ordinary income to the extent of
the lesser of the excess of the fair market value of the shares at the time of
exercise over the option price and the excess of the amount realized on the sale
of stock over the option price. The Company will be allowed a deduction at the
time of sale in the amount of the ordinary income recognized by the optionee.
The balance of any gain realized will be treated as long-term or short-term
capital gain, depending upon the length of time the shares were held by the
optionee.
Generally, the excess of the fair market value of an incentive stock
option at the time of exercise (or, if the stock subject to the option is
restricted within the meaning of Code Section 83, at such time as the shares
become transferable or are not longer subject to a substantial risk of
forfeiture), over the option price constitutes an item of tax preference for
purposes of the alternative minimum tax. Thus, under certain circumstances, the
exercise of an incentive stock option will result in a tax at the time of
exercise.
There can be no assurance that the Code or the Regulations promulgated
thereunder will not be amended to change these tax consequences.
Reference should be made to the applicable provisions of the Code and
to the Regulations promulgated thereunder for more detailed information as to
the tax treatment of options granted pursuant to the Plan. Optionees should
consult their tax advisors with specific reference to their own tax situations
and with regard to potential changes in the applicable laws.
8
RESTRICTIONS ON RESALE OF COMMON STOCK
While the Plan does not place restrictions on resales of Shares
acquired thereunder, Shares acquired under the Plan by an "affiliate" as that
term is defined in Rule 405 under the Securities Act of 1933, as amended (the
"Act"), may only be resold pursuant to the registration requirements of the Act,
Rule 144, or another applicable exemption therefrom. Generally, sales of
securities, including Shares, are subject to the antifraud provisions contained
in federal and state securities laws. Acquisitions (including acquisitions under
the Plan) and dispositions of Shares by an officer, director or certain
affiliates of the Company within any six-month period may give rise to the right
of the Company to recapture any profit from such transactions pursuant to
Section 16(b) of the Securities Exchange Act of 1934.
It is advisable for a participant to consult with legal counsel
concerning the securities law implications of his exercise of options and his
acquisition or disposition of Shares under the Plan.
DESCRIPTION OF CAPITAL STOCK
General
The Company's authorized common stock consists of 10,000,000 shares,
par value $.001 per share. On February 17, 1999, 2,686,893 shares of Common
Stock were outstanding.
Common Stock
Each share of Common Stock has one vote on all matters presented to the
shareholders.
Since the Common Stock does not have cumulative voting rights, the holders of
more than 50% of the shares may, if they choose to do so, elect all the
directors and, in that event, the holders of the remaining shares will not be
able to elect any of the Company's directors. The holders of Common Stock are
entitled to dividends when and as declared by the Board of Directors and are
entitled on liquidation to all assets remaining after payment of or provision
for claims against the Company. The Common Stock has no preemptive or other
subscription rights. There are no conversion rights or sinking fund provisions
with respect to the Common Stock.
9
Registrar and Transfer Agent
The registrar and transfer agent for the Company's Common Stock is
Signature Stock Transfer, Inc., 14675 Midway Road, Suite 221, Dallas Texas
75244.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Company by Greenbaum, Rowe, Smith, Ravin,
Davis & Himmel, Woodbridge, New Jersey.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrants pursuant to the provisions referenced in
this Registration Statement 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. In the event that a claim for indemnification against such
liabilities (other that 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 hereunder, 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 expresses in the securities Act and will be governed by
the final adjudication of such issue.
10
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Securities and Exchange Commission, Washington, D.C., under
the Securities Act of 1933. This Prospectus omits certain of the information
contained in the Registration Statement and reference is hereby made to the
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the securities to which this
Prospectus relates. Statements herein contained concerning the provisions of any
document are not necessarily complete, and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration Statement.
Each such statement is qualified in its entirety by such reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for year ended
December 31, 1999.
(b) The Company's 1998 Incentive and Non-qualified Stock Option
Plan included as exhibit 10 to Form 10-SB filed on November
6, 1998.
(c) All other reports, if any, filed by the Company pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
for periods since DEcember 31, 1999.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c) 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 herein by reference and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities
Information regarding the Company's securities is included on Page 8 of
the Prospectus comprising part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Information regarding indemnification of directors and officers is included
on page 9 of the Prospectus comprising a part of this Registration Statement.
Item 7. Exemption from Registration Claimed
Not Applicable.
12
Item 8. Exhibits
The following are filed as exhibits to this Registration Statement:
Exhibits
5 Opinion of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel as to the shares
of Common Stock being registered.
24.1 Consent of Ehrenkrantz Sterling & Co., LLC, Certified Public Accountants
24.2 Consent of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
(contained in its opinion filed as Exhibit 5).
25 Power of Attorney Regarding Registration Statement.
Item 9. Undertakings
The registrant of the securities being registered hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, 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 amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(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.
(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 offering of such
securities at that time shall therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
13
(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; provided, however, that the undertakings set forth in paragraphs
(1) and (2) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in 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 this
Registration Statement.
(4) 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 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.
(5) To deliver or cause to be delivered with the prospectus, to each
employee to whom the prospectus is sent or given, a copy of the Registrant's
Annual Report to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the registrant shall
state in the prospectus that it will promptly furnish, without charge, a copy of
such report, on written request of the employees. If the last fiscal year of the
registrant has ended within 120 days prior to the use of the prospectus, the
Annual Report of the registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the Annual Report for the last fiscal
year will be furnished to each employee.
(6) To transmit or cause to be transmitted to all employees participating
in the Plan who do not otherwise receive such material as stockholders of the
registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other communications
distributed to its stockholders generally.
14
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 Township of Freehold, State of New Jersey, on the 27th day
of June, 2000
stereoscape.com, inc.
By:/s/ Mario Bassani
Mario Bassani
Chairman of the Board and
Chief Executive Officer
By:/s/ Gary Hyman
Gary Hyman
Chief Financial Officer
Director
By:/s/ Steve Wise
Steve Wise
Director
By:/s/ David Bannon
David Bannon
Director
15