To Become Effective Upon Filing Pursuant to Rule 462
As filed with the Securities and Exchange Commission _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ECONTENT, INC.
[Exact Name of Issuer as Specified in its Charter]
Commission File Number: _______
Delaware 23-2442288
[State of Incorporation] [IRS Employer Ident. No.]
105 South Narcissus Avenue, West Palm Beach, Florida 33401 Tel: (561) 835-0094
[Address of Principal Place of Business and Executive Office]
CONSULTING AGREEMENT
DATED MARCH 30, 2000
BETWEEN THE REGISTRANT AND M. BLAINE RILEY
[Full Name of the Plan]
Mr. John Sgarlat, The Citizens Building, 105 S. Narcissus Avenue, Suite 701,
West Palm Beach, Florida 33401
[Name and Address of Agent for Service]
Copy to: Kogan & Taubman, L.L.C.
39 Broadway, Suite 2250 New York, NY 10006 Tel:(212) 425-8200
Approximate date of commencement of proposed sale to the public: As soon as
possible after the Registration Statement is effective.
CALCULATION OF REGISTRATION FEE
Title of Amount being Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
being Offering Aggregate Fee
Registered Price Offering
Per Share Price(1)
Common Stock, par
value $0.08 100,000 $1.09 $ 109,000 $ 100.00
--------
Total Fee $ 100.00
- -----------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the Registration Fee.
Calculated in accordance with Rule 457(c) under the Securities Act of 1933
based upon the average bid and asked price of Common Stock of eContent,
Inc., as reported on the NASD over-the-counter bulletin board on April 6,
2000.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Registrant (sometimes referred to herein as the "Company") has entered
into a Consulting Agreement (the "Consulting Agreement") with M. Blaine Riley
("Riley" or "Consultant"), dated March 30, 2000.
Pursuant to the Consulting Agreement, Riley will engage in providing
services to the Company relating to advice as to the Company's employee benefit
programs, employee stock ownership plans, option plans, 401K plans, bonus plans,
banking methods and systems. In addition, Consultant will assist the Company in
setting up and implementing proper software programs for each of the
above-mentioned plans. Riley has NOT AND WILL NOT arrange financing that
involves any securities issuance nor has Consultant promoted or maintained a
market for the Company's securities.
As compensation for the services provided, the Company provided Riley
with 100,000 shares of the Company's Common Stock.
With respect to the shares of common stock issued to Riley the Company
is obligated to prepare and file this Registration Statement on Form S-8 by no
later than April 5, 2000.
Item 2. Registrant Information and Employee Plan Annual Information.
Registrant shall provide the Consultant, without charge, upon his
written or oral requests, the documents incorporated herein by reference in Item
3 of Part II of this Registration Statement. Registrant shall also provide to
Consultant, without charge upon his oral or written request, with all other
documents required to be delivered to Consultant pursuant to Rule 428(b). All
such requests shall be directed to Registrant at Registrant's offices located at
105 South Narcissus Avenue, Suite 701, West Palm Beach, Florida 33401.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated by reference:
(a) Registrant's Annual Report on Form 10-KSB for the period ended
September 30, 1999, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, which contain, either directly or by
incorporation by reference, certified financial statements for the
Company's latest fiscal year for which such statements have been filed;
(b) All other reports, including but not limited to Quarterly Reports
on Form 10-QSB, including February 11, 2000, and Current Reports on
Form 8-K, filed by Registrant pursuant to Section 13(a) or 15(d) of the
Exchange Act;
(c) All reports subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein by reference and to
be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
The authorized capital stock of the Company consists of 50,000,000
Shares of common stock, par value $0.08 per Share and 1,000,000 shares of
Preferred Stock, par value $10.00 per share.
a. Common Stock
The holders of common stock (i) have equal and ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company;
(iii) do not have pre-emptive, subscription or conversion rights (there are no
redemption or sinking fund provisions applicable thereto); and (iv) are entitled
to one non-cumulative vote per share, on all matters which shareholders may vote
at all meetings of shareholders.
Since its inception, the Company has not paid any cash dividend on its
Common Stock and does anticipate that it will pay cash dividends in the
foreseeable future.
b. Preferred Stock
The Company's Certificate of Incorporation authorizes the issuance of
1,000,000 shares of Preferred Stock, $10.00 par value per share, of which no
shares have been issued. The Board of Directors is authorized to provide for the
issuance of shares of Preferred Stock in series and, by filing a certificate
pursuant to the applicable law of Delaware, to establish from time to time the
number
of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof without any further vote or
action by the shareholders. Any shares of Preferred Stock so issued would have
priority over the Common Stock with respect to dividend or liquidation rights.
Any future issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Company without further
action by the shareholders and may adversely affect the voting and other rights
of the holders of Common Stock. At present, the Company has no plans to issue
any Preferred Stock nor adopt any series, preferences or other classification of
Preferred Stock.
Registrant is registering hereunder 100,000 shares of its authorized,
but unissued common stock as discussed herein above. All shares of common stock
now outstanding are fully paid for and non-assessable and all shares of common
stock which are the subject of this Registration Statement, when issued, will
also be fully paid for and non-assessable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
Section 145 of the Delaware General Corporation Law contains various
provisions entitling directors, officers, employees or agents of the Company to
indemnification from judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, as the result of an action or proceeding
(whether civil, criminal, administrative or investigative) in which they may be
involved by reason of being or having been a director, officer, employee or
agent of the Company provided said persons aced in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
(and, with respect to any criminal action or proceedings, had no reasonable
cause to believe that the conduct complained of was unlawful). Also, the By-laws
of the Company state that the indemnification provisions of Section 145 of the
Delaware Corporation Code shall be utilized to the fullest extent permitted.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation SB and are specifically incorporated herein
by this reference:
Exhibit No. Title
4.0 Consulting Agreement dated March 30, 2000, between Registrant and M.
Blaine Riley
5.0 Opinion letter of Kogan & Taubman, L.L.C. regarding the legality of the
securities registered.
23.0 Consent of Kogan & Taubman, L.L.C., counsel to Registrant, to the use
of its opinion with respect to the legality of the securities being
registered hereby - (contained in 5.0)
Item 9. Undertakings.
a. 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;
(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;
and
(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.
Provided, however, that Paragraph a(1)(i) and a(1)(ii) do not apply if
the Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment is incorporated by reference from
periodic reports filed by a small business issuer under the Exchange Act.
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.
(b) The undersigned Company hereby undertakes that, for the determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that 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 the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to the court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 West Palm Beach, State of Florida on the 6th day of
April 2000
EContent Inc.,(Registrant)
By: /s/John Sgarlat
-----------------------
Chief Executive Officer
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
/s/ John Sgarlat Chief Executive Officer April 6, 2000
- ---------------- Director
John Sgarlat
/s/William Campbell Executive Vice April 6, 2000
- -------------------- President, Chief Financial
William Campbell Officer, Director