As filed with the Securities and Exchange Commission on December 28, 2000
Securities Act Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SDC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2583767
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification number)
777 S. Flagler 8th Floor West W. Palm Beach, FL 33401
(Address of principal executive offices) (Zip Code)
SDC INTERNATIONAL, INC. 2000 NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Ronald A. Adams
Chairman & Chief Executive Officer
SDC INTERNATIONAL, INC.
777 S. Flagler 8th Floor West
W. Palm Beach, FL 33401
copies to:
Andrew Hulsh, Esq.
Baker & McKenzie
1200 Brickell Avenue
Miami, Florida 33131
(Name & Address of agent for Service)
(561) 882-9300
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of securities Amount Proposed Proposed
To be registered to be Maximum Maximum Amount of
Registered Offering Price Aggregate Registration
Per Share* Offering Price Fee
Common Stock,
$.001 par value 500,000 shares $0.6405 $320,250 $84.55
* Estimated solely for the purpose of calculation the registration fee
pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933,
as amended, using the high and low price of the Registrant's common
stock par value $.001 per share as reported on the over the counter
market on December 26, 2000.
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PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated into this Registration
Statement by reference:
(1) The registrant's latest Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1999, as amended, (the "Annual Report"),
filed pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(2) All other reports filed by the registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Annual Report referred to in (1), above; and
(3) A description of the registrant's common stock, par value
$0.001 per share (the "Common Stock"), and related matters included in
the registrant's registration statement on Form 10SB filed under the
Exchange Act (file no. 000-27520), and any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates
that all securities offered by this Registration Statement have been
sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by
reference modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interest to Named Experts and Counsel
Not applicable.
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Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person
who was or is a party or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal administrative or investigative
(other than an action by or in the right of such corporation) by
reason of the fact that any such person is or was a director, officer,
employee or agent of such corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent
of such corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such officer or director acted in
good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. A Delaware corporation may
indemnify officers and directors against expenses (including
attorneys' fees) in connection with the defense or settlement of an
action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable
to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above,
the corporation must indemnify him or her against the expenses
(including attorneys' fees) which such officer or director actually
and reasonably incurred. The foregoing description is qualified in
its entirety by reference to the more detailed provisions of Section
145 of the DGCL.
Section 102 of the DGCL allows a Delaware corporation to
eliminate or limit the personal liability of a director to the
corporation or to any of its stockholders for monetary damage for a
breach of fiduciary duty as a director, except in the case where the
director (i) breaches such person's duty of loyalty to the corporation
or its stockholders, (ii) fails to act in good faith, engages in
intentional misconduct or knowingly violates a law, (iii) authorizes
the payment of a dividend or approves a stock purchase or redemption
in violation of Section 174 of the DGCL or (iv) obtains an improper
personal benefit.
The officers and directors are indemnified pursuant to specific
provisions of the registrant's Amended and Restated Certificate of
Incorporation (the "Amended Certificate") and Bylaws to the fullest
extent permissible under the law, subject to specific limitations
imposed, with the basic intent of not granting any indemnity in
contravention of the laws of the state of Delaware or of the United
States of America, whether as a matter of law or public policy
pursuant to statutory provisions.
Pursuant to the registrant's Amended Certificate, no director
shall be personally liable to the registrant or its stockholders for
monetary damages for any breach of fiduciary duty as a director. The
Amended Certificate further provides, however, that a director shall
be liable to the extent provided by applicable law, (i) for breach of
the director's duty of loyalty to the registrant or its stockholders,
(ii) for acts or omissions not in good faith of law, (iii) pursuant to
Section 174 of the DGCL; or (iv) for any transaction from which the
director derived an improper personal benefit. No amendment or repeal
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of this provision in the Amended Certificate may adversely affect any
right or protection of any director of the registrant existing at the
time of such amendment or repeal for or with respect to any acts or
omissions of such director occurring prior to such amendment or
repeal.
At present, there is no pending litigation or proceeding
involving a director or officer of the registrant as to which
indemnification is being sought, nor is the registrant aware of any
threatened litigation that may result in claims for indemnification by
any officer or director.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following is a complete list of exhibits filed as a part of
this Registration Statement and which are incorporated herein.
1.2 Amended and Restated Certificate of Incorporation of
SDC International, Inc.
4.2 SDC INTERNATIONAL, INC. 2000 Non-Qualified Stock
Option Plan
5.1 Opinion of Baker & McKenzie, regarding legality of the
securities covered by this Registration Statement.
23.1 Consent of Baker & McKenzie, counsel for the
registrant, to the use of its opinion with respect to the
legality of the securities covered by this Registration
Statement and to the references to such counsel in this
Registration Statement (contained in the opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2 Consent of Richard A. Eisner & Company, LLP, independent
auditors.
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 (the "Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this 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 this 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 United States
Securities and Exchange Commission pursuant to Rule 424(b) if, in the
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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 this
Registration Statement or any material change to such information in
the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Act, 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) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 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 the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Act 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.
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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, the hereunto duly authorized, in the City of Palm Beach,
State of Florida, on December 27, 2000.
SDC INTERNATIONAL, INC.
By:______/s/Ronald A. Adams______
Ronald A. Adams, Chairman
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
Signatures and Capacities:
December 27, 2000 By:______/s/Ronald A. Adams______
Ronald A. Adams
Chairman of the Board, Chief
Executive Officer, Chief
Financial Officer
and Director (Principal executive
officer and financial officer)
December 27, 2000 By:_____/s/H.S. Green, Jr._______
H.S. Green, Jr.,
Secretary and Director
December 27, 2000 By:_____________________________
Milota K. Srkal
President and Director
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EXHIBIT INDEX
The following is a complete list of exhibits filed as a part of this
Registration Statement and which are incorporated herein.
Exhibit No. Description
1.2 Amended and Restated Certificate of Incorporation
of SDC International, Inc.
4.2 SDC INTERNATIONAL, INC. 2000 Non-Qualified
Stock Option Plan
5.1 Opinion of Baker & McKenzie regarding legality
of the securities covered by this Registration
statement.
23.1 Consent of Baker & McKenzie, legal counsel
for the registrant, to the use of its opinion with
respect to the legality of the securities covered
by this Registration Statement and to the
references to such counsel in this Registration
Statement (contained in the opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2 Consent of Richard A. Eisner & Company, LLP,
independent auditors.
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