SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NETCURRENTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-4233050
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
9720 Wilshire Boulevard, Suite 700 90212
Beverly Hills, California (Zip Code)
(Address of Principal Executive Offices)
STOCK OPTION AGREEMENT
(Full Title of The Plan)
Irwin Meyer
9720 Wilshire Boulevard, Suite 700
Beverly Hills, California 90212
(Name and Address of Agent For Service)
(310) 860-0200
(Telephone Number, Including Area Code, of Agent For Service)
Copies of communications to:
Julie Kaufer, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
2029 Century Park East, 24th Floor
Los Angeles, California 90067
(310) 229-1000
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Title Of Securities To Amount To Be Proposed Maximum Proposed Maximum Amount Of
Be Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value 2,000,000 Shares $0.08 (1) $160,000 (1) $40
- -----------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, and
based upon the exercise of the option pursuant to which such shares may be
acquired.
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted form the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, and the Note to Part I
of Form S-8.
Item 3. Incorporation of Documents by Reference.
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000;
(b) The Description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A filed by the Registrant on
September 9, 1996, pursuant to Section 12 of the Exchange Act;
(c) The Registrant's Current Report on Form 8-K filed on March 7,
2001; and
(d) All documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 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 by reference in this Registration Statement and
to be part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the
Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Article VI of the Registrant's Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law.
Article VII of the Registrant's Bylaws provides for the indemnification
of officers, directors and third parties acting on behalf of the Registrant if
such person acted in good faith and in a manner reasonably believed to be in and
not opposed to the best interest of the Registrant, and, with respect to any
criminal action or proceeding, the indemnified party had no reason to believe
his or her conduct was unlawful.
The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Registrant's Bylaws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future.
In addition, the Registrant has purchased insurance pursuant to which
its directors and officers are insured against liability which they may incur in
their capacity as such.
Insofar as indemnification for liabilities arising under the Securities
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 Securities Act
and is, therefore, unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Stock Option Agreement, dated April 13, 2001, between Registrant and
Millennium Consulting Group.
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 Consent of Singer Lewak Greenbaum & Goldstein L.L.P., Public
Accountants.
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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 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, 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 this offering; and
(b) 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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
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.
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 City of Los Angeles, State of California as of May 3, 2001.
NETCURRENTS, INC.
(Registrant)
By: /S/ IRWIN MEYER
---------------------------
Irwin Meyer
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Irwin
Meyer and Arthur H. Bernstein and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by the virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/S/ IRWIN MEYER President, Chief Executive Officer May 3, 2001
- -------------------------------- and Chairman of the Board Director
Irwin Meyer
/S/ ARTHUR H. BERNSTEIN Executive Vice President, Secretary May 3, 2001
- -------------------------------- and Director
Arthur H. Bernstein
/S/ MICHAEL ISCOVE May 3, 2001
- --------------------------------
Michael Iscove Chief Financial Officer and Director
- --------------------------------
Stanley Graham Director
/S/ THOMAS A DANIELS Director May 3, 2001
- --------------------------------
Thomas A Daniels
Director
- --------------------------------
Ivan A. Berkowitz
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Stock Option Agreement, dated April 13, 2001, between Registrant
and Millennium Consulting Group.
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP, Public
Accountants.
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page).