As filed with the Securities and Exchange Commission on January 17, 2001
Reg. No. ___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
PCSUPPORT.COM, INC
(Exact name of registrant as specified in its charter)
Nevada 98-0211769
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3605 Gilmore Way, Suite 300 V5G 4X5
Burnaby, B.C., Canada (Zip Code)
(Address of principal executive offices)
_________________
PCSupport.com, Inc.
2000 Stock Option Plan
(Full title of the plan)
_________________
David W. Rowat
Vice President and Chief Financial Officer
3605 Gilmore Way, Suite 300
Burnaby, B.C., Canada V5G 4X5
(Name and address of agent for service)
Tel: (604) 419- 4490
Fax: (604) 419 4494
(Telephone number, including area code, of agent for service)
Copy to:
Sanford J. Hillsberg, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
Tel: (310) 553-4441
Fax: (310) 201-4746
PCSUPPORT.COM, INC.
FORM S-8 REGISTRATION FEE
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities To Be Amount To Be Offering Price Aggregate Offering Amount of
Registered Registered Per Share/(1)/ Price/(1)/ Registration Fee
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Common Stock, par value $0.001 921,416 $0.72/(1)/ $ 663,420
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Common Stock, par value $0.001 578,584 $0.69/(2)/ $ 399,223
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Total 1,500,000 $1,062,643 $266
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(1) The registration fee for shares of Common Stock issuable upon exercise of
outstanding options under the plans was calculated pursuant to Rule 457(h)
using the prices at which such outstanding options may be exercised.
(2) Estimated pursuant to Rules 457(h) and 457 (c), solely for the purpose of
calculating the registration fee, based on the average of the bid and asked
price of the Common Stock on January 10, 2001 as reported on the OTC
Bulletin Board.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Items 1 and 2 of Part I to be contained in the
Section 10(a) Prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by PCSupport.com, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference herein:
(i) the Company's Annual Report on Form 10-KSB for the year ended June
30, 2000;
(ii) the Company's Quarterly Report for the quarter ended September 30,
2000;
(iii) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since June 30,
2000; and
(iv) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10-SB under the Exchange Act filed with
the Commission on October 18, 1999, as amended by Amendment No. 1 filed November
23, 1999 and Amendment No. 2 filed January 12, 2000, including any amendment or
report subsequently filed by the Company for the purpose of updating that
description.
In addition, any document filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of the Company's Common
Stock registered hereunder have been sold or that deregisters all such shares of
Common Stock then remaining unsold, will be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein 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 by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interest of Named Experts and Counsel
Troy & Gould Professional Corporation, Los Angeles, California, has
rendered an opinion with respect to the validity of the shares of common stock
covered by this stock option plan. Certain members and of counsel of Troy &
Gould Professional Corporation and their spouses own in the aggregate 181,500
shares of common stock and warrants to purchase 85,750 shares of common stock of
the Company.
Item 6. Indemnification of Directors and Officers
The Company's by-laws provide that, no officer or director shall be
personally liable for any obligations of the Company, or for any duties or
obligations arising out of any acts or conduct of said officer or director
performed for or on behalf of the Company. The by-laws also provide that the
Company will indemnify and hold harmless each person who serves at any time as a
director or officer of the Company, and his or her heirs and administrators,
from and against any and all claims, judgments and liabilities to which such
person shall become subject by reason of his or her having been a director or
officer of the Company, or by reason of any action alleged to have been taken or
omitted to have been taken by him or her as such director or officer, and shall
reimburse such person for all legal and other expenses reasonably incurred by
him or her in
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connection with any such claim or liability. The Company also has the power to
defend such person from all suits or claims in accord with the Nevada General
Corporation Law. However, no such person shall be indemnified against, or be
reimbursed for, any expense incurred in connection with any claim or liability
arising out of his or her own negligence or willful misconduct. The rights
accruing to any person under these by-laws do not exclude any other right to
which any such person may lawfully be entitled, and the Company may indemnify or
reimburse such person in any proper case, even though not specifically provided
for by the by-laws. The Company believes that it is the position of the
Securities and Exchange Commission that, insofar as any of the foregoing by-law
provisions may be invoked to disclaim liability for damages arising under the
Securities Act of 1933, the provisions are against public policy as expressed in
the Securities Act of 1933 and are, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits included herewith or incorporated herein by
reference are made part of this Registration Statement:
5.1 Opinion of Troy & Gould Professional Corporation.
23.1 Consent of KPMG LLP.
23.2 Consent of Troy & Gould Professional Corporation (included in
Exhibit 5.1).
99.1 PCSupport.com, Inc. 2000 Stock Option Plan.
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:
(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;
and
(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 this Registration Statement; provided,
however, that paragraphs (1)(i) and (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 with or furnished to the Commission 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
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.
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
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 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.
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 Securities Act
of 1933 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 Securities
Act of 1933 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 Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, in the City of Burnaby,
British Columbia, Canada, on January 16, 2001.
PCSUPPORT.COM, INC.
By /s/ Michael G. McLean
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Michael G. McLean
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the dates indicated.
Signature Title Date
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/s/ Michael G. McLean President, Chief Executive Officer 1/16/2001
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Michael G. McLean and Chairman (Principal Executive
Officer)
/s/ David W. Rowat Vice President and Chief Financial 1/16/2001
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David W. Rowat Officer (Principal Financial and
Accounting Officer)
/s/ Steven W. Macbeth Director 1/16/2001
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Steven W. Macbeth
/s/ Bruce Nelson Director 1/16/2001
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Bruce Nelson
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EXHIBIT INDEX
Exhibit Number Description
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5.1 Opinion of Troy & Gould Professional Corporation.
23.1 Consent of KPMG LLP.
23.2 Consent of Troy & Gould Professional Corporation (included
in Exhibit 5.1).
99.1 PCSupport.com, Inc. 2000 Stock Option Plan.