As filed with the Securities and Exchange Commission on March __, 2000.
Registration No. 333 - -----
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Palm Desert Art, Inc.
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(Exact name of issuer as specified in its charter)
Delaware 02- 0429620
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(State or other jurisdiction of I.R.S. Employer Identification No.)
incorporation or organization)
74-350 Alessandro Dr., Suite A-2, Palm Desert, CA 92260
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(Address of Principal Executive Offices) (Zip Code)
Palm Desert Art, Inc. 2000 Stock Compensation Plan
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(Full title of the plans)
Hugh G. Pike, President, 74-350 Alessandro Dr., Suite A-2,
Palm Desert, CA 92260
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(Name and address of agent for service)
(760) 346-1192
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(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: Upon grant
of shares or exercise of the options granted under the Stock Compensation
Plan, but in no event prior to the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of securities to Amount to be offering price aggregate Amount of
be registered registered(1) per share offering price Registration Fee(2)
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Common Stock 1,000,000 $.375 $375,000 $99.00
$.001 par value
<FN>
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<F1> The aggregate amount of securities registered hereunder is 1,000,000
shares, to be issued from time to time pursuant to the Registrant's
2000 Stock Compensating Plan. Pursuant to Rule 416 promulgated under
the Securities Act of 1933, as amended, this Registration Statement
covers such additional shares of Common Stock to be offered or issued
to prevent dilution as a result of future stock splits, stock
dividends or similar transactions.
<F2> The fee with respect to 1,000,000 shares has been calculated pursuant
to paragraphs (h) and (c) of Rule 457 upon the basis of $.375 per
share, the average of the bid and asked price per share of the
Registrant's Common Stock on March 21, 2000, a date within five (5)
business days prior to the date of filing of this Registration
Statement, as reported by the Over The Counter Bulletin Board ("OTC
Bulletin Board") of the National Association of Securities Dealers,
Inc. ("NASD").
</FN>
EXPLANATORY NOTE
Pursuant to the introductory Note to Part I of Form S-8, the Plan
Information specified by Part I is not being filed with the Commission.
PART II
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3: DOCUMENTS INCORPORATED BY REFERENCE
The information in the following documents which we have filed with the
Commission (File No. 0- 17623) pursuant to the Exchange Act is incorporated
by reference in this Registration Statement:
(a) Our Annual Report on Form 10-KSB for the fiscal year ended
April 30, 1999;
(b) Our Quarterly Report on Form 10-QSB for the quarterly period
ended January 31, 2000;
All documents and reports subsequently filed by us pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the termination of this offering is
incorporated by reference into this Registration Statement and will be a
part of this Registration Statement from the date of the filing of those
documents or reports. The information relating to us in this Registration
Statement should be read together with the information in the documents
incorporated by reference. Any statement contained in a document
incorporated by reference herein, unless otherwise indicated therein, speaks
as of the date of the document. Statements contained in this Registration
Statement may modify or replace statements contained in the documents
incorporated by reference.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is permitted by Delaware law to indemnify any present or
former director, officer, employee or agent against all expenses and
liabilities reasonably incurred by him in connection with any legal action
in which such person is involved by reason of his position with the Company
unless he is adjudged liable for negligence or misconduct in the performance
of his duties as a director, officer, employee or agent.
In addition to such other rights of indemnification as they may have
as directors or as members of the committee (the "Committee") administering
the Company's 2000 Stock Compensation Plan (the "Plan"), under the terms of
the Plan the members of the Committee shall be indemnified by the Company
against the reasonable expenses, including attorney's fees, actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any
of them may be a party by reason of any action taken or failure to act under
or in connection with the Plan or any option granted thereunder, and against
all amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such
action, suit or proceeding that such Board member is liable for negligence
or misconduct in the performance of his duties.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company
has been 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 CLAIMED
Not applicable.
ITEM 8: EXHIBITS
Number Description
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3.1 Registrant's Certificate of Incorporation, as amended*
3.2 Registrant's By-Laws**
4.13 Registrant's 2000 Stock Compensation Plan
5.1 Opinion of Francis D. Parisi, Esq.
23.1 Consent of J.M. Rose
23.2 Consent of Berry, Dunn, McNeil & Parker
23.3 Consent of Francis D. Parisi, Esq. (included in Exhibit
5.1)
24.1 Power of Attorney (included on signature page)
* Incorporated by reference to the Registrant's Registration Statement
Form 10 filed on April 17, 1989 (File No. 0- 17623), and Form 10-KSB
for the fiscal year ended April 30, 1998 (File No. 0-17623), as filed
with the SEC on August 14, 1998.
** Incorporated by reference to the Registrant's Registration Statement
Form 10 filed on April 17, 1989 (File No. 0- 17623).
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:
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) 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 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.
(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) 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.
(c) 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 Section 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 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.
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 Town of Palm Desert, State of California, on March 21,
2000.
PALM DESERT ART, INC.
By: /s/ Hugh G. Pike
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Hugh G. Pike, President
Know all persons by these presents, that each person whose signature
appears below, constitutes and appoints Hugh G. Pike and, jointly and
severally, his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendment to this Registration
Statement on Form S-8 and to file the same with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-
in-fact, or his substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
Signatures Title Date
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/s/ Hugh G. Pike Chairman of the Board and President March 21, 2000
Hugh G. Pike (Principal Executive Officer)
/s/ William Smitherman Treasurer (Principal Financial Officer)
William Smitherman March 21, 2000
/s/ Jurg Mullhaupt Director March 21, 2000
Jurg Mullhaupt
/s/ Allan S. Wolfe Director March 21, 2000
Allan S. Wolfe